Finley Woods Community Development District
3501 Quadrangle Boulevard, Suite 270, Orlando, FL 32817; 407-723-5900
http://finleywoodscdd.com/

The following is the proposed agenda for the Board of Supervisors Meeting for the Finley Woods Community Development District, scheduled to be held Thursday, April 9, 2026, at 11:00 a.m. at the Offices of Tommy Williams Homes located at 2563 SW 87th Drive, Suite 10, Gainesville, FL 32608. The attendance of three Board Members is required to constitute a quorum. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarlandt at gaarlandtj@pfm.com or (407) 723-5900.

To attend the meetings by phone, please use the below conference call information: Phone: 1-844-621-3956	Access Code: 2539 895 0958
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 February 12, 2026, Board of Supervisors’ Meeting
Consideration of Resolution 2026-03, Authorizing and Approving the Change of Designated Registered Agent and Registered office of the District
Consideration of Resolution 2026-05, General Election

Business Matters
Bond Financing Team Funding Agreement
Consideration of Financing Matters Relative to the Capital Improvement Revenue Bonds, Series 2026 (Phase 3)
Supplemental Engineer’s Report
Preliminary Assessment Methodology Report
Resolution 2026-04, Delegated Award Resolution
Form of Bond Purchase Agreement
Form of 2nd Supplemental Indenture
Form of Preliminary Limited Offering Memorandum
Form of Continued Disclosure Agreement
Ancillary Documents
True-Up Agreement (provided under separate cover)
Completion Agreement (provided under separate cover)
Collateral Assignment Agreement (provided under separate cover)
Acquisition Agreement
Declaration of Consent (provided under separate cover)
Tri-Party Subordination Agreement (provided under separate cover)
Consideration of First Amendment to the Filing Assistance Services Agreement
Discussion regarding Phase 1C Common Area Maintenance
Proposals for Repair Work
Pond Bottom Maintenance

Review and Consideration of Finley Woods Phase 3 Stormwater Pond Operation and Maintenance Responsibility Letter to St. Johns River Water Management District
Consideration of Work Product Acquisition for the Series 2020 Project
Resolution 2026-01, Authorizing DSRF Release and Requisition (Series 2020)
Update Regarding Environmental Resource Permit No. 157052-2
Ratification of Funding Request Nos. 101-103
Review of Monthly Financials

Other Business Staff Reports
District Counsel District Engineer District Manager
Next Meeting May 14, 2026 Developer Updates

Supervisor Requests and Audience Comments Adjournment

Finley Woods Community Development District

Consideration of Minutes of the February 12, 2026,
Board of Supervisors’ Meeting

MINUTES OF MEETING

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS’ MEETING
Thursday, February 12, 2026, at 11:00 a.m. Offices of Tommy Williams Homes
2563 SW 87th Drive, Suite 10
Gainesville, FL 32608

Board Members present at roll call:

Ginney Patterson	Chair		
Hank Taylor	Assistant Secretary		
Cale Rogers	Vice Chair	(joined at 11:12 a.m.)	
Tonia Greve	Assistant Secretary		
Also Present:			
Jane Gaarlandt	PFM Group Consulting LLC		
Gazmin Kerr	PFM Group Consulting LLC	(via phone)	
Kevin Plenzler	PFM Group Consulting LLC	(via phone)	
Michelle Rigoni	Kutak Rock	(via phone)	
Ayla Hart	The Boyd Group	(via phone)	
Daniel Young	NV5	(via phone)	

FIRST ORDER OF BUSINESS	Call to Order and Roll Call
Ms. Gaarlandt called the Board of Supervisors Meeting to order at approximately 11:00 a.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS	Public Comment Period

There were no public comments.

THIRD ORDER OF BUSINESS	Consideration of Minutes of the November 12, 2025, Board of Supervisors’ Meeting

The Board reviewed the minutes.

On MOTION by Ms. Patterson, seconded by Ms. Greve, with all in favor, the Board of Supervisors for the Finley Woods Community Development District approved the minutes of the November 12, 2025, Board of Supervisors’ Meeting.

FOURTH ORDER OF BUSINESS	Consideration of Agreement between the District and Grasshopper TLC for Landscape Maintenance

Ms. Gaarlandt noted this is the standard agreement for landscaping with Grasshopper TLC. There was brief discussion regarding the agreement.
Ms. Rigoni noted the agreement is for an initial one-year term, with automatic renewal for each year for the duration of 4 years. The agreement provides for elective termination or for-cause termination with a 30-day written notice.
There was discussion regarding the landscaping locations and adding common areas.

On MOTION by Ms. Patterson, seconded by Ms. Greve, with all in favor, the Board of Supervisors for the Finley Woods Community Development District approved the Agreement between the District and Grasshopper TLC for Landscape Maintenance.

FIFTH ORDER OF BUSINESS	Discussion regarding Phase 1C Common Area Maintenance
Request For Repair Work

It was noted the previous vendor did not complete satisfactory work around the Phase 1C common areas.

Ms. Gaarlandt requested a walkthrough with a Board Supervisor and the vendor to gain understanding of the areas which need to be maintained.

SIXTH ORDER OF BUSINESS	Ratification of Additional Phase 1C Pond Cleanup Proposal with Grasshopper TLC

There was brief discussion regarding the cleanup completed by Grasshopper TLC. It was noted this was done at the recommendation of the District Engineer, but there are additional areas still needing cleaning.

Ms. Hart noted to avoid issues with the fire department, she has her ponds maintained quarterly. She also noted the District could receive violations for having weeds growing into the storm drains.

There was brief discussion regarding pond maintenance. It was requested that the District Engineer reach out to St. John’s Water Management District for clarification and report back.

It was noted the previous cleanup did not include the structures within the ponds. Ms. Gaarlandt noted the ponds are permitted differently.
Mr. Young gave an overview of the required pond maintenance for the District. Phase 1A and 1B are within the County; Phase 1C was annexed to the City from the County, and Phase 2 is within the City. The requirements for pond maintenance vary based on location. The City ponds can be maintained up to twelve times a year.

There was discussion regarding the County versus City guidelines for pond maintenance. Mr. Young will reach out to the City of Gainesville for clarification. Ms. Rigoni recommended having that clarification in writing to have for confirmation.

On MOTION by Mr. Rogers, seconded by Ms. Patterson, with all in favor, the Board of Supervisors for the Finley Woods Community Development District authorized the District Engineer to get confirmation from the City of Gainesville on pond maintenance requirements.

It was noted there should not be an issue with cleaning out the Phase 2 ponds.

Ms. Gaarlandt will request separate proposals for Phase 2 and Phase 1C. The Board requested a monthly and quarterly maintenance breakdown cost from the vendor. It was noted that these items will need to be included in the next Fiscal Year’s budget.

On MOTION by Mr. Rogers, seconded by Ms. Greve, with all in favor, the Board of Supervisors for the Finley Woods Community Development District ratified the Additional Phase 1C Pond Cleanup Proposal with Grasshopper TLC.

There was brief discussion regarding the removal of silt fabric from a previously installed inlet on the north end. The St. John’s Water Management District has requested that it be removed. Ms. Patterson will follow up.

SEVENTH ORDER OF BUSINESS	Ratification	of	Phase	3	O&M Certification of Financial Capability
Drainage Rights from Finley Woods CDD to discharge to

Finley	Woods	Phase	2 Stormwater Pond

Ms. Gaarlandt gave an overview. It was noted the District Engineer is working with St. Johns Water Management District to get clarification on the drainage rights.

Mr. Young gave an update and noted he is waiting for a response. The CDD will be giving the rights for Phase 3 to discharge to Phase 2 due to the ownership change.

Ms. Gaarlandt recommended authorizing District Staff and the Chair to work with the St. John’s Water Management District on submittal of a drainage easement or equivalent documents as needed.

There was brief discussion regarding the Board contact for this project. It was noted Mr. Rogers will be the contact person.

On MOTION by Ms. Greve, seconded by Ms. Patterson, with all in favor, the Board of Supervisors for the Finley Woods Community Development District authorized District Staff and the Vice Chair to work with the St. John’s Water Management District on submittal of a drainage easement or equivalent documents as needed.

On MOTION by Mr. Rogers, seconded by Ms. Greve, with all in favor, the Board of Supervisors for the Finley Woods Community Development District ratified the Phase 3 O&M Certification of Financial Capability.

EIGHTH ORDER OF BUSINESS	Consideration of Work Product Acquisition for the Series 2020 Project
Resolution	2026-01, Authorizing DSRF Release and Requisition (Series 2020)

Ms. Rigoni gave an overview and noted she is awaiting information from the Chair and Mr. Young. She will follow up. It was noted there are certain steps that must be taken prior to a project being declared complete.

There was no other update at this time. This item was deferred.

NINTH ORDER OF BUSINESS	Consideration of Funding Request Nos. 93 – 100

Ms. Gaarlandt noted these are for standard District expenses.

Mr. Montejano noted the only non-standard invoice is for the cleanup invoice.

On MOTION by Ms. Patterson, seconded by Mr. Rogers, with all in favor, the Board of Supervisors for the Finley Woods Community Development District approved Funding Request Nos. 93-100.

TENTH ORDER OF BUSINESS	Review of Monthly Financials

The Board reviewed the monthly financials.

On MOTION by Mr. Rogers, seconded by Ms. Greve, with all in favor, the Board of Supervisors for the Finley Woods Community Development District accepted the Monthly Financials.

ELEVENTH ORDER OF BUSINESS	Other Business Staff Reports
District Counsel –	Ms. Rigoni gave an update on the current legislative session. She also noted the bond for Phase 3 should be issued by June, which is tentative project completion. The documents will be ready for Board review at the March Board meeting.	
	There was brief discussion regarding the bond timeline.	
District Engineer –	Mr. Young was contacted by MBS Capital regarding a supplemental report for Phase 3. He will complete the report as requested for bond issuance.	
	Ms. Rigoni noted MBS Capital Market is the underwriter for the bond.	
	There was brief discussion regarding the supplement report and billing.	

District Manager –  Ms. Gaarlandt stated the next Board meeting is scheduled for March 12, 2026. It was noted Ms. Patterson will not be in attendance.

Developer Updates - Mr. Rogers gave an update. He noted there was a non-active manhole in Phase 2 that was designed to tie into Phase 3. However, it was not constructed correctly for pipe alignment, but it has been moved accordingly.

There was brief discussion regarding the soil.

It was noted the final lift in Phase 2 will take place in the next month.

TWELFTH ORDER OF BUSINESS	Supervisor Requests and Audience Comments

There were no further Supervisor requests or audience comments.

THIRTEENTH ORDER OF BUSINESS	Adjournment

On MOTION by Ms. Greve, seconded by Ms. Patterson, with all in favor, the Board of Supervisors for the Finley Woods Community Development District adjourned the February 12, 2026, Board of Supervisors’ Meeting.

Secretary / Assistant Secretary	Chairperson/Vice Chairperson

Finley Woods Community Development District

Consideration of Resolution 2026-03, Authorizing and Approving the Change of Designated Registered Agent and Registered office of the District

RESOLUTION 2026-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING AND APPROVING THE CHANGE OF DESIGNATED REGISTERED AGENT AND THE REGISTERED OFFICE OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT.

WHEREAS, the Finley Woods Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Gainesville, Alachua County, Florida; and

WHEREAS, the District is statutorily required to designate a registered agent and a registered office location for the purposes of records keeping and accepting any process, notice, or demand required or permitting by law to be served upon the District in accordance with Section 189.416(1), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. Michelle K. Rigoni of Kutak Rock LLP is hereby designated as Registered Agent for the Finley Woods Community Development District.

SECTION 2. The District’s Registered Office shall be located at the office of Kutak Rock LLP, 107 West College Avenue, Tallahassee, Florida 32301, Phone (850) 692-7300, Fax (850) 692-
7319, e-mail Michelle.Rigoni@KutakRock.com.

SECTION 3. In accordance with Section 189.014, Florida Statutes, the District’s Secretary is hereby directed to file certified copies of this Resolution with the City of Gainesville, and the Florida Department of Commerce.
SECTION 4. This Resolution shall become effective immediately upon its adoption and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.
PASSED AND ADOPTED this 9th day of April, 2026.

ATTEST:	FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Finley Woods Community Development District

Consideration of Resolution 2026-05, General Election

RESOLUTION 2026-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT IMPLEMENTING SECTION 190.006(3), FLORIDA STATUTES, AND REQUESTING THAT THE ALACHUA COUNTY SUPERVISOR OF ELECTIONS CONDUCT THE DISTRICT’S GENERAL ELECTIONS; PROVIDING FOR COMPENSATION; SETTING FORTH THE TERMS OF OFFICE; AUTHORIZING NOTICE OF THE QUALIFYING PERIOD; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.

WHEREAS, the Finley Woods Community Development District (“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within unincorporated Alachua County, Florida; and
WHEREAS, the Board of Supervisors of the District (“Board”) seeks to implement Section 190.006(3), Florida Statutes, and to instruct the Alachua County Supervisor of Elections (“Supervisor”) to conduct the District’s elections by the qualified electors of the District at the general election (“General Election”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT:

GENERAL ELECTION SEATS. Seat 3, currently held by Cale Rogers, and Seat 4, currently held by Allyson Aldana, are scheduled for the General Election beginning in November 2026. The District Manager is hereby authorized to notify the Supervisor of Elections as to what seats are subject to General Election for the current election year, and for each subsequent election year.
QUALIFICATION PROCESS. For each General Election, all candidates shall qualify for individual seats in accordance with Section 99.061, Florida Statutes, and must also be a qualified elector of the District. A qualified elector is any person at least 18 years of age who is a citizen of the United States, a legal resident of the State of Florida and of the District, and who is registered to vote with the Alachua County Supervisor of Elections. Campaigns shall be conducted in accordance with Chapter 106, Florida Statutes.

COMPENSATION. Members of the Board receive $200 per meeting for their attendance and no Board member shall receive more than $4,800 per year.
TERM OF OFFICE. The term of office for the individuals to be elected to the Board in the General Election is four years. The newly elected Board members shall assume office on the second Tuesday following the election.

REQUEST TO SUPERVISOR OF ELECTIONS. The District hereby requests the Supervisor to conduct the District’s General Election in November 2026. And for each subsequent General Election unless otherwise directed by the District Manager. The District understands that it will be responsible to pay for its proportionate share of the General Election cost and agrees to pay same within a reasonable time after receipt of an invoice from the Supervisor.
PUBLICATION. The District Manager is directed to publish a notice of the qualifying period for each General Election, in a form substantially similar to Exhibit A attached hereto.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.
EFFECTIVE DATE. This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 9th day of April 2026.
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

CHAIRPERSON / VICE CHAIRPERSON
ATTEST:

SECRETARY / ASSISTANT SECRETARY

EXHIBIT A

NOTICE OF QUALIFYING PERIOD FOR CANDIDATES FOR THE BOARD OF SUPERVISORS OF THE
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
Notice is hereby given that the qualifying period for candidates for the office of Supervisor of the Finley Woods Community Development District (“District”) will commence at noon on June 8, 2026 and close at noon on June 12, 2026. Candidates must qualify for the office of Supervisor with the Alachua County Supervisor of Elections located at 515 North Main Street, Suite 300, Gainesville, Florida 32601; Ph: (352) 374-5252. All candidates shall qualify for individual seats in accordance with Section 99.061, Florida Statutes, and must also be a “qualified elector” of the District, as defined in Section 190.003, Florida Statutes. A “qualified elector” is any person at least 18 years of age who is a citizen of the United States, a legal resident of the State of Florida and of the District, and who is registered to vote with the Alachua County Supervisor of Elections. Campaigns shall be conducted in accordance with Chapter 106, Florida Statutes.
The Finley Woods Community Development District has two (2) seats up for election, specifically seats 3 and 4 Each seat carries a four-year term of office. Elections are nonpartisan and will be held at the same time as the general election on November 3, 2026, and in the manner prescribed by law for general elections.
For additional information, please contact the Alachua County Supervisor of Elections

Finley Woods Community Development District

Bond Financing Team Funding Agreement

BOND FINANCING TEAM FUNDING AGREEMENT

This Bond Financing Team Funding Agreement (“Agreement”) is made and entered into this    day of 	, 202_, by and between:
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 12051 Corporate Blvd., Orland, Florida 32817 (“District”); and

Boyd Real Estate, LLC, a Florida limited liability company, whose address is 1720 SE 16th Avenue, Building 200, Ocala, Florida 34471 (“Developer”).

RECITALS
WHEREAS, the District was established pursuant to Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District presently expects to issue bonds or other debt instruments (“Bonds”) to provide for the financing of certain capital improvements, facilities, and services to benefit the lands within the District; and

WHEREAS, the District and the Developer desire to enter into this Agreement to provide funds to enable the District to commence its financing program.
NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

PROVISION OF FUNDS. The District agrees to authorize District staff, including the District Engineer, District Manager, and District Counsel to proceed with all work (“Work”) necessary to issue the Bonds, and to retain a Bond Counsel and Financial Advisor and other professional assistance as may be necessary to proceed with the Work. The parties fully expect that all fees, costs and expenses arising from or related to the Work will be funded by the District’s issuance of the Bonds, and upon issuance of the Bonds, the parties will take the necessary steps to pay for such fees, costs and expenses from the costs of issuance account(s) established for the Bonds. That said, in the event that Bonds are not issued within [one] year of the date of this Agreement, or in the event that it becomes reasonably apparent that the District will not issue the Bonds, or in the event that this agreement is otherwise terminated, whichever is earlier, the District shall invoice the Developer for all fees, costs and expenses incurred by the District, and the Developer within 10 days shall remit funds to pay for such fees, costs and expenses.

TERMINATION. Either party may terminate this Agreement in writing upon 10 days written notice.

DEFAULT. 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 damages, injunctive relief and/or specific performance.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorney’s fees, paralegal fees and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.
AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the parties relating to the subject matter of this Agreement.

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

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties at the addresses listed above. Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. Notices delivered after 5:00 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 or address to which Notices shall be sent by providing the same on five
(5) days written notice to the parties and addressees set forth herein.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the 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 party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns.
ASSIGNMENT. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

CONTROLLING LAW; VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in St. Lucie County, Florida.

EFFECTIVE DATE. The Agreement shall be effective after execution by both parties hereto and shall remain in effect unless terminated by either of the parties hereto.

2
4901-7723-3169.1

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District Staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law.
IN WITNESS WHEREOF, the parties execute this Agreement to be effective the day and year first written above.

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

BOYD REAL ESTATE, LLC

By: 	 Its: 	

3

Finley Woods Community Development District

Consideration of Financing Matters Relative to the Capital Improvement Revenue Bonds, Series 2026 (Phase 3)

Finley Woods Community Development District

Supplemental Engineer’s Report

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

SUPPLEMENTAL
ENGINEER’S REPORT #2

Prepared for:

BOARD OF SUPERVISORS FINLEY WOODS
COMMUNITY DEVELOPMENT DISTRICT

Prepared by:

NV5
11801 Research Drive
Alachua, FL 32615

April 2026

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
INTRODUCTION & GENERAL INFORMATION	1
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 3 Site Plan

SUPPLEMENTAL
ENGINEER’S REPORT #2 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 86 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 of the CDD, specifically Phase 3 which will contain 115 lots. Phase 3 contains approximately
38.88 acres within the CDD.

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 of this report.

The project access for Phase 3 is via SW 62nd Ave, SW 56th Place and SW 59th Place in Gainesville, Florida.

The Development originally received zoning approval by the Alachua County Board of County Commissioners as a Planned Development (PD) District; however, 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 Planned Use District.

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 of this magnitude.

PROPOSED IMPROVEMENTS

The infrastructure improvements include the following:
Stormwater Management Facilities
Stormwater management facilities consisting of storm conveyance systems and retention ponds are contained within the District boundaries. Stormwater runs off via 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.12001C0435E effective 9/24/2021 shows that the property is located within Flood Zones “X” and “AE”. Some minimal floodplain compensation is required and provided in Phase 3.

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 vary (due to existing trees) but are mainly 50' R/W with 22’ 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.

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.

Water and Wastewater Facilities
A potable water system inclusive of water main, gate valves, fire hydrants and appurtenances will be installed for the Development. The water service provider will be Gainesville Regional Utilities. The water system will be a "looped" system consisting of 6”, 8”, and 12” diameter PVC/DIP water mains. 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 1C.

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.

Miscellaneous:
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 of benefiting 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 3. 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 of the public infrastructure improvements for the District:

PHASE 3

Permits / Approvals	Approved	
Zoning Approval (City of Gainesville)	January 2019	
Design Plat (City of Gainesville)	February 2019	
SJRWMD ERP	June 2022	
Construction Plans (City of Gainesville)	August 2025	
GRU	August 2025	
Final Plat	Pending	

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 more or less 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 of Probable 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 3 Distribution by Land Use (1)
Land Use	Area (acres)	Percentage	
Stormwater Ponds	2.87	7.4 %	
Residential Lots	17.47	44.9 %	
Recreation / Open Space*	5.63	14.5 %	
ROW	7.83	20.1 %	
Conservation Management Area	5.08	13.1 %	
TOTAL	38.88	100.0 %	
*Not including Stormwater Ponds
Distribution by Lot Size (2)

Phase 3	50’ Lots	60’ Lots	TOTAL	Percentage	
TOTAL	83	32	115	100 %	

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

FINLEY WOODS
Community Development District Phase 3

Table 2 – Summary of Opinion of Probable Costs

Infrastructure	
Phase 3	
Stormwater Management1,3	$1,222,179.00	
Utilities (Water and Sewer)	$2,086,567.00	
Roadway2	$ 2,850,512.00	
Landscaping	$ 150,000.00	
Entry Feature & Signage	$ 100,000.00	
Contingency – 15%	$ 927,638.70	
TOTAL	$ 7,336,896.70	

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 subdivision infrastructure and civil / site engineering only and estimates are based on 2026 costs.
Includes stormwater pond excavation, placement of fill, and floodplain mitigation
Includes sub-grade, base, asphalt paving, curbing, and civil / site engineering
Stormwater does not include grading associated with building pads.

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

District Infrastructure	Construction	Ownership	Capital Financing	Operation and Maintenance	
Entry Feature & Signage	District	District	District Bonds	District	
Stormwater Facilities	District	District	District Bonds	District	
Water/Sewer/Gas	District	GRU	District Bonds	GRU	
Street Lighting/Electric	Developer	Clay Electric	Developer	Clay Electric	
Road Construction	District	City of Gainesville	District Bonds	City of Gainesville	

FINLEY WOODS
Community Development District Table 4 – Preliminary Development Schedule

Phase	Estimated	Estimated	Number of	
	Start Date	Completion Date	Lots / Units	
3	2025	2026	115	

Finley Woods Community Development District
Exhibit 1- Location Map

Finley Woods Community Development District
Exhibit 2- Phase 3 Overall Site Plan

	

Finley Woods Community Development District

Preliminary Assessment Methodology Report

SUPPLEMENTAL ASSESSMENT METHODOLOGY, PHASE 3

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

April 2026

Prepared for:
Members of the Board of Supervisors,
Finley Woods Community Development District

Prepared on April 9, 2026

PFM Financial Advisors LLC
3501 Quadrangle Boulevard, Ste 270
Orlando, FL 32817

SUPPLEMENTAL ASSESSMENT METHODOLOGY, PHASE 3 FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

April 9, 2026

Introduction

Purpose

This “Supplemental Assessment Methodology, Phase 3” (“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, 2019 (“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 170, 190, and 197 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

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 248 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	PH 1-C	PH 2	PH 3	TOTAL
 Single Family Units	40	93	115	248	
Source: Developer

CIP - Infrastructure Installation

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 #2”, dated April 2026 (“Engineer’s Report”), as prepared by NV5, Inc. (“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 2026 (Assessment Area Two) (“Series 2026 Bonds”) to fund the infrastructure specially benefiting the properties within Phase 3 of the District. The District infrastructure and improvements for Phase 3 are designed to serve Phase 3. 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 portion of the CIP benefiting Phase 3 (the “Series 2026 Project”) are presented in Table 2.

Table 2. Summary of CIP Cost Estimates For Phase 3

Infrastructure	Est. Costs, Phase 3
Stormwater management1,3	$1,222,179
Utilities (Water and Sewer)	$2,086,567
Roadway2	$2,850,512
Landscaping	$150,000
Entry Feature & Signage	$100,000
Contingency - 15%	$927,639
Total	$7,336,897
Source: NV5
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 subdivision infrastructure and civil / site engineering only and estimates are based on 2026 costs.
Includes stormwater pond excavation, placement of fill, and floodplain mitigation
Includes sub-grade, base, asphalt paving, curbing, and civil / site engineering
Stormwater does not include grading associated with building pads.

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.

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.

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. 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 Alachua County prior to or simultaneous with any development of property within the District.

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. This water distribution system delivers potable water and fire protection water to the properties within the District.

The District will provide sanitary sewer facilities including 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 Entry Features & Signage
The landscaping and irrigation estimates include landscape, streetscape, hardscape, signage, monumentation, and common area improvement costs. These improvements provide for the safety and added enjoyment of the property and the probability of increased marketability and value of the property.

CIP Plan of Finance

The District has advised it intends to finance a portion of the Series 2026 Project as detailed in Table 2 by issuing its Series 2026 Bonds. An estimate of the Series 2026 Bonds required to fund the District’s Series 2026 Project is found in Table 3. The construction/acquisition funds raised by the District's bonds may fund only a portion of the District's Series 2026 Project. The balance of any remaining Series 2026 Project costs will be funded by one or more District landowner(s) or by other means.

Table 3. Estimated District Bond Financing Details, Phase 3

Bond Fund	Total Bonds (Ph 3) (1		
Construction/Acquisition Fund	$1,936,209		
Debt Service Reserve	$171,174		
Capitalized Interest	$62,618		
Costs of Issuance	$200,000		
Underwriter's Discount	$50,000		
Total Bonds Principal	$2,420,000		
Average Annual Interest Rate:	5.75%		
Term (Years):	30		
Maximum Net Annual Debt Service:	$171,174		
Maximum Net Annual Debt Service (1):	$182,100		
Source: District Underwriter
(1) 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.

Consistent with the Master Methodology, which shows a specific allocation of District CIP and assessments by phase, the allocation of assessments for the Phase 3 development in the District’s Assessment Area 2 are allocated based on the equal assessment per residential unit (ERU) as set forth in Master Methodology and adjusted by the necessary contribution to meet the targeted assessment levels of the tiered development program of the planned units. This process is consistent with the application of the Master Methodology and the allocation of assessments within the District’s Assessment Area 1 which were similarly allocated based on the equal assessment per residential unit (ERU) as set forth in Master Methodology and adjusted by the necessary contribution to meet the targeted assessment levels of the tiered development program of the residential product in Phase 1C/2.

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 2026 Bonds will be used to fund all or a portion of the Series 2026 Project 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 (“ERU”), dwelling units, and acreage. ERU values equate the benefit received by a stated amount of such particular land use category to the benefit received by a typical single-family residence. The use of ERU values to estimate the benefit derived from infrastructure improvements is recognized as a simple, fair, and reasonable method for apportioning benefit. ERU values are a commonly accepted method for calculating special benefit assessments in Florida.

The assignment of ERU 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 AC 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.

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-residential space covering a similar area. Consistent with the Master Methodology, PFM FA has applied the assessment methodology based on ERU 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 3 of the District in the form of contributing funds and or properties/products. Table 4 summarizes the Phase 3 Contribution.

Table 4. Phase 3 Contribution Summary

Phase	Category	Lots	% Allocation	

CIP Per Unit	

Comparison	Variance	Contribution	
3	Single-Family 50'	83	72%	$15,949	$19,139	$3,190	$264,753	
3	Single-Family 60'	32	28%	$19,139	$19,139	$0	$0	
	Total	115	100%				$264,753	
Source: PFM Financial Advisors LLC

Assignment of Specific Assessments

Assessments securing the Series 2026 Bonds will initially be allocated on an equal per acre basis on Phase 3 of the District planned to include 115 residential units. As such acreage is developed and platted, the assessments will then be allocated to those parcels that are platted.

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 CIP costs, as financed, to the Development Units planned within Phase 3 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.	Total Bonds Principal Assmt. per Unit	
Single-Family 50'	83	$1,654,530	$19,934	
Single-Family 60'	32	$765,470	$23,921	
Total	115	$2,420,000		
Source: PFM Financial Advisors LLC

Table 6. Summary of Annual Assessments

Description	Planned Lots/ERUs	Annual Assmt./
Category	Net Annual Assmt./ Unit	Annual Assmt./ Category (1)	Annual Assmt./
Unit (1)	
Single-Family 50'	83	$117,030	$1,410	$124,500	$1,500	
Single-Family 60'	32	$54,144	$1,692	$57,600	$1,800	
Total	115	$171,174		$182,100		

Bonds Max Net	Bonds Max	Bonds Max Gross	Bonds Max Gross

(1) 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

In addition, a lien for the bond debt necessary to finance the Series 2026 Project 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 Series 2026 Project or a Contribution by the property owner in lieu of assessments. Should the District not issue bonds to fully fund the costs of its Series 2026 Project, 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 Series 2026 Project and contribute the improvements to the District.

If the District’s Series 2026 Project is revised at some point in the future such that less than the total Series 2026 Project costs in Table 2 are required, the District will reallocate any preexisting bond debt service assessments providing security for the Series 2026 Project to all developable and assessable properties within Phase 3 of the District pursuant to the assessment allocation principals outlined in this Supplemental Methodology.

If all properties within Phase 3 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
3 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 3 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.

The ceiling level of debt is established at the time each series of bonds is issued. For example, the District intends to issue $2,420,000 in Series 2026 Bonds to fund the Series 2026 Project. According to the Engineer’s Report, there are approximately 85.1 gross acres of land within the District; with 39.5 acres in Phase 3. Acres within Phase 3 will be assigned its share of the $2,420,000 in remaining unassigned Series 2026 Bonds debt assessments. Therefore, and assuming for purposes of this illustration that $2,420,000 in anticipated bond debt is issued by the District to fund its Series 2026 Project, the ceiling level of debt for developable and assessable properties is $61,219 per acre ($2,420,000 / 39.5). 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 bond issuance.

A test will be conducted when 25%, 50%, 75%, 90%, and 100% 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.

Table 7. True- Up Thresholds, Phase 3

Phase 3	25%	50%	75%	90%	100%	
Platted Developable Acres	9.9	19.8	29.6	35.6	39.5	
Unplatted Developable Acres	29.6	19.8	9.9	4.0	0.0	
Debt Ceiling per Acre	$61,219	$61,219	$61,219	$61,219	$61,219	
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.

5.0	Assessment Roll

Table 8 outlines the bond principal and annual assessment levels for the lots within the District’s Phase
3. The assessments shall be paid in not more than thirty (30) annual installments.

Table 8. PH3 Assessment Roll

							Bond Gross	

Parcel ID	

Acreage	
Bond Principal Assessment	Bond Principal Assessment per
Acre	Net Total Bond
Annual Assessment	Net Annual Assessment per
Acre	Bond Gross
Annual Assessment (1)	Annual Assessment per
Acre (1)	
07007-002-000	0.22	$13,468	$61,219	$952.65	$4,330.23	$1,013.46	$4,606.63	
07002-001-001	14.08	$861,968	$61,219	$60,969.64	$4,330.23	$64,861.32	$4,606.63	
06975-000-000	2	$122,439	$61,219	$8,660.46	$4,330.23	$9,213.26	$4,606.63	
06975-005-000	4.4	$269,365	$61,219	$19,053.01	$4,330.23	$20,269.16	$4,606.63	
06975-006-000	4.5	$275,487	$61,219	$19,486.04	$4,330.23	$20,729.83	$4,606.63	
06975-007-000	4.5	$275,487	$61,219	$19,486.04	$4,330.23	$20,729.83	$4,606.63	
07245-001-000	4.4	$269,365	$61,219	$19,053.01	$4,330.23	$20,269.16	$4,606.63	
07245-002-000	4.4	$269,365	$61,219	$19,053.01	$4,330.23	$20,269.16	$4,606.63	
07245-000-000	1.03	$63,056	$61,219	$4,460.14	$4,330.23	$4,744.83	$4,606.63	
	39.53	$2,420,000		$171,174.00		$182,100.00		
(1) 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

Finley Woods Community Development District

Resolution 2026-04, Delegated Award Resolution

RESOLUTION NO. 2026-04
A RESOLUTION DELEGATING TO THE CHAIRMAN OR ANY OTHER MEMBER 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 2026 (ASSESSMENT AREA TWO) (THE "SERIES 2026 BONDS"), AS A SINGLE SERIES OF BONDS UNDER THE MASTER TRUST INDENTURE IN ORDER TO FINANCE THE SERIES 2026 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 ACCEPTANCE OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2026 BONDS; APPROVING A NEGOTIATED SALE OF THE SERIES 2026 BONDS TO THE UNDERWRITER; RATIFYING THE MASTER TRUST INDENTURE AND APPROVING THE FORM OF SECOND SUPPLEMENTAL TRUST INDENTURE AND AUTHORIZING THE EXECUTION AND DELIVERY THEREOF BY CERTAIN OFFICERS OF THE DISTRICT; APPOINTING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR FOR THE SERIES 2026 BONDS; APPROVING THE FORM OF THE SERIES 2026 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE USE OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2026 BONDS; APPROVING THE FORM OF THE CONTINUING DISCLOSURE AGREEMENT RELATING TO THE SERIES 2026 BONDS; AUTHORIZING CERTAIN OFFICERS OF THE DISTRICT TO TAKE ALL ACTIONS REQUIRED AND TO EXECUTE AND DELIVER ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2026 BONDS; AUTHORIZING THE VICE CHAIRMAN AND ASSISTANT SECRETARIES TO ACT IN THE STEAD OF THE CHAIRMAN OR THE SECRETARY, AS THE CASE MAY BE; SPECIFYING THE APPLICATION OF THE PROCEEDS OF THE SERIES 2026 BONDS; AUTHORIZING CERTAIN OFFICERS AND AGENTS OF THE DISTRICT TO TAKE ALL ACTIONS AND ENTER INTO ALL AGREEMENTS REQUIRED IN CONNECTION WITH THE ISSUANCE AND DELIVERY OF THE SERIES 2026 BONDS AND THE ACQUISITION AND CONSTRUCTION OF THE SERIES 2026 PROJECT; APPROVAL OF PRIOR ACTIONS; 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 2026 (Assessment Area Two) (the "Series 2026 Bonds") to be issued under and pursuant to a Master Trust Indenture, dated as of February 1, 2020 (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a Second Supplemental Trust Indenture to be dated as of the first day of the first month and year in which the Series 2026 Bonds are issued thereunder (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture") between the District and the Trustee, in order to finance a portion of the Costs of the Series 2026 Project, as more particularly described in the Engineer's Report dated September 2019, as supplemented by the Supplemental Engineer's Report #2 dated February 2026 (together, the "Engineer's Report");
WHEREAS, the Board has determined that given the nature of the market, the necessity for moving rapidly and the nature of the security for the Series 2026 Bonds, it is necessary and desirable for the Series 2026 Bonds to be sold by negotiated sale rather than competitively bid;
WHEREAS, the Board has received a proposal from MBS Capital Markets, LLC (the "Underwriter") for the purchase of the Series 2026 Bonds within parameters to be established by the Board and the Board has determined that authorization of the Chairman or other designated persons 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 2026 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 of the Series 2026 Bonds, it is necessary to approve the form of the Supplemental Indenture, to establish the parameters for the delegated award of the Series 2026 Bonds as set forth in Schedule I attached hereto (the "Parameters"), to authorize the Chairman or other designated persons to approve the use of the Preliminary Limited Offering Memorandum relating to the Series 2026 Bonds and the form of the final Limited Offering Memorandum, to approve the form of the Series 2026 Bonds and to provide for various other matters with respect to the Series 2026 Bonds and the undertaking of the Series 2026 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 2026 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 official executing such Purchase Agreement, which approval shall be conclusively evidenced by the execution and delivery thereof. In the absence or unavailability of the Chairman, the Vice Chairman is authorized and directed to execute the Purchase Agreement, and in the absence or unavailability of the Vice Chairman, any other member of the Board is authorized and directed to execute the Purchase Agreement. The Purchase Agreement, when executed and delivered by the District and the Underwriter, shall be the legal, valid and binding obligation of the District, enforceable in accordance with its terms.
Negotiated Sale. The Board hereby determines that a negotiated sale of the Series 2026 Bonds to the Underwriter is in the best interests of the District because the market for instruments such as the Series 2026 Bonds is limited, because of prevailing market conditions and because the delays caused by soliciting competitive bids could adversely affect the District's ability to issue and deliver the Series 2026 Bonds.
Approval of Form of Supplemental Indenture; Ratification of Master Indenture; Appointment of Trustee, Paying Agent and Bond Registrar. Attached hereto as Exhibit B is the form of Supplemental Indenture, which is 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 Supplemental Indenture and the Chairman is hereby authorized to deliver to the Trustee the Supplemental Indenture which, when executed and delivered by the Trustee, shall constitute a legal, valid and binding obligation of the District, enforceable in accordance with its terms. The Master Indenture as executed and delivered and the appointment of U.S. Bank Trust Company, National Association, as successor Trustee, Paying Agent and Bond Registrar under the Master Indenture is hereby ratified and confirmed and U.S. Bank Trust Company, National Association is hereby appointed as Trustee, Paying Agent and Bond Registrar under the Supplemental Indenture.

Description of Series 2026 Bonds. The Series 2026 Bonds shall be dated as of their 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 2026 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 2026 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 2026 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 2026 Bonds which, when authenticated and delivered by the Trustee, shall be legal, valid and binding obligations of the District, enforceable in accordance with their terms.
Approval of Form of Preliminary Limited Offering Memorandum and Limited Offering Memorandum; Approval of Form of Continuing Disclosure Agreement. The Chairman is hereby 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 2026 Bonds. The Chairman is hereby authorized to execute on behalf of the District such Limited Offering Memorandum with such changes, additions, deletions and insertions as the Chairman may approve and to deliver such Limited Offering Memorandum to the Underwriter in sufficient quantities for use by the Underwriter in marketing the Series 2026 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 (the "Rule") of the Securities Exchange Act of 1934, as amended (except for permitted omissions within the meaning of the Rule concerning the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings or other terms dependent upon such matters, and except for such technical and conforming changes which shall be approved by the Chairman).
The Continuing Disclosure Agreement relating to the Series 2026 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 2026 Bonds, including but not limited to adoption of this 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 286.011, Florida Statutes.
Other Actions. The Chairman, the Secretary, and all other members, officers and agents of the Board and the District, including without limitation Assistant Secretaries, District Manager, District Engineer or Consulting Engineer, as applicable, Methodology Consultant, Underwriter and various counsels to the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Series 2026 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 of all transactions referred to in or contemplated by the Preliminary Limited Offering Memorandum, the Limited Offering Memorandum, the Indenture, this Resolution, the Continuing Disclosure Agreement and the Purchase Agreement, in all cases within the Parameters.
The Vice Chairman or, in the absence of the Vice Chairman, any other Board member is hereby authorized to act in the stead of the Chairman in any undertaking authorized or required of the 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 of the Series 2026 Bonds in the amounts and in the manner set forth in Section 402 of the Supplemental Indenture.
Undertaking of the Series 2026 Project; Execution and Delivery of Other Instruments. The Board hereby authorizes the undertaking of the Series 2026 Project as described in the Engineer's Report. The Board authorizes and directs the District staff and the District Engineer or Consulting Engineer to proceed with due diligence to the completion of the Series 2026 Project 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 of the Series 2026 Project and the issuance, sale and delivery of the Series 2026 Bonds, including but not limited to the execution and delivery of the DTC Letter of Representation.
Assessment Methodology; Engineer's Report. The Board hereby authorizes and approves modifications and supplements to the Assessment Methodology previously approved by the Board in connection with the marketing and sale of the Series 2026 Bonds. The Board hereby authorizes and approves modifications and supplements to the Engineer's Report previously approved by the Board in connection with the marketing and sale of the Series 2026 Bonds.
Approval of Prior Actions. All actions taken to date by the members of the Board and the officers, agents and consultants of the District in furtherance of the issuance of the Series 2026 Bonds are hereby approved, confirmed and ratified.
Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Effective Date. This Resolution shall take effect immediately upon its adoption.
[Remainder of Page Intentionally Left Blank]

PASSED in Public Session of the Board of Supervisors of Finley Woods Community Development District, this 9th day of April, 2026.

Attest:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

	
Secretary/Assistant Secretary	Chairman/Vice Chairman, Board of Supervisors

Schedule I – Parameters
Exhibit A – Form of Purchase Agreement Exhibit B – Form of Supplemental Indenture
Exhibit C – Form of Preliminary Limited Offering Memorandum Exhibit D – Form of Continuing Disclosure Agreement

SCHEDULE I PARAMETERS

Maximum Principal Amount:	Not to Exceed $4,000,000 Maximum Coupon Rate:	Maximum Statutory Rate
Underwriting Discount:	Maximum 2.0% Not to Exceed Maturity Date:	May 1, 2057
Redemption Provisions:	The Series 2026 Bonds shall be subject to
redemption as set forth in the form of Series 2026 Bond attached to the form of Supplemental Indenture attached hereto and shall be subject to optional redemption no later than May 1, 2037 at par.

EXHIBIT A
FORM OF PURCHASE AGREEMENT
(attached hereto)

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

$	
Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two)

	, 2026

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 meanings ascribed to such terms 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 2026 (Assessment Area Two) (the “Series 2026 Bonds”). The Series 2026 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 2026 Bonds is payable semi-annually on May 1 and November 1 of each year, commencing November 1, 2026. The aggregate purchase price for the Series 2026 Bonds shall be $	 (representing the aggregate par amount of the Series 2026 Bonds of $		.00, less a [net] [original issue discount/premium of $	], less an Underwriter’s discount on the Series 2026 Bonds of $		).
The disclosure statement required by Section 218.385, Florida Statutes, is attached hereto as Exhibit B.

The Series 2026 Bonds. The Series 2026 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 2026 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 Trust Company National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Trust Indenture, dated as of May 1, 2026, between the District and the Trustee (the “Second Supplemental Indenture,” together with the Master Indenture, collectively, the “Indenture”), and Resolution Nos. 2019-26 and 2026-  adopted by the District on September 19, 2019 and 		, 2026, respectively (together, the “Bond Resolution”), authorizing the issuance of the Series 2026 Bonds. The Series 2026 Assessments composing the Series 2026 Pledged Revenues will be levied by the Issuer on lands within the District specially benefited by the Series 2026 Project pursuant to resolutions duly adopted by the Board (collectively, the “Assessment Resolution”). The Series 2026 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 3 Partners, LLC (the “Developer”) and PFM Management Services 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; (e) 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 2026 Bonds are being issued to: (i) finance the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2026 Project, as more particularly described in the Limited Offering Memorandum (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2026 Bonds; (iii) make a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds; and (iv) pay a portion of the interest to become due on the Series 2026 Bonds.
The principal and interest on the Series 2026 Bonds are payable from and secured by the Series 2026 Trust Estate, which includes the Series 2026 Pledged Revenues and the Series 2026 Pledged Funds. The Series 2026 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 2026 Project or any portion thereof (the “Series 2026 Assessments”).

Delivery of Limited Offering Memorandum and Other Documents. (a) Prior to the date hereof, the Issuer provided to the Underwriter for its review the Preliminary Limited Offering Memorandum, dated 	, 2026 (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 2026 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 2026 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 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 limited public offering and sale of the Series 2026 Bonds. The Underwriter agrees that it will not confirm the sale of any Series 2026 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 2026 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 2026 Bonds are hereinafter included within the term “Limited Offering Memorandum.”
Authority of the Underwriter. The Underwriter is duly authorized to execute 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 Sale of Bonds; Establishment of Issue Price. (a) 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 2026 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 2026 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 such initial offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Series 2026 Bonds. The Issuer hereby authorizes the Underwriter to use the Limited Offering Memorandum in connection with the public offering and sale of the Series 2026 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.
The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2026 Bonds and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate (the “Issue Price Certificate”), together with the supporting pricing wire or equivalent communication, 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 2026 Bonds.
Except as otherwise set forth in the Issue Price Certificate, the Issuer will treat the first price at which 10% of each maturity of the Series 2026 Bonds (the “10% test”) is sold to the public as of the Sale Date (as defined in the Issue Price Certificate) 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 2026 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2026 Bonds, the Underwriter agrees to promptly report to the District the prices at which it sells the unsold Series 2026 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until the 10% test has been satisfied as to the Series 2026 Bonds of that maturity or until all Series 2026 Bonds of that maturity have been sold to the public.
The Underwriter confirms that it has offered the Series 2026 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule A of Exhibit I to the Issue Price Certificate attached hereto, except as otherwise set forth therein. Schedule A to the Issue Price Certificate attached hereto also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2026 Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2026 Bonds, the Underwriter will neither offer nor sell unsold Series 2026 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
the close of the fifth (5th) business day after the sale date; or
the date on which the Underwriter has sold at least 10% of that maturity of the Series 2026 Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter shall promptly advise the District when it has sold 10% of that maturity of the Series 2026 Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

THE UNDERWRITER CONFIRMS THAT THERE WILL NOT BE ANY SELLING GROUP AGREEMENTS OR ANY THIRD-PARTY DISTRIBUTION AGREEMENTS RELATING TO THE INITIAL SALE OF THE SERIES 2026 BONDS TO THE PUBLIC.
THE UNDERWRITER ACKNOWLEDGES THAT SALES OF ANY SERIES 2026 BONDS TO ANY PERSON THAT IS A RELATED PARTY TO THE UNDERWRITER SHALL NOT CONSTITUTE SALES TO THE PUBLIC FOR PURPOSES OF THIS SECTION. FURTHER, FOR PURPOSES OF THIS SECTION:
“public” means any person other than an underwriter or a related party, and
a purchaser of any of the Series 2026 Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
“sale date” means the date of execution of this Bond Purchase Agreement by all parties.

Issuer Representations, Warranties, Covenants 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 2026 Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2026 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 2026 Project; and (viii) levy and collect the Series 2026 Assessments that will secure the Series

2026 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 2026 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 2026 Bonds, and the imposition, and levy and collection of the Series 2026 Assessments.
The District has duly authorized and approved (and, with respect to the final Series 2026 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 Bond Resolution, the Assessment Resolution and the Series 2026 Bonds, (2) the use and distribution of the Preliminary Limited Offering Memorandum and the 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 Bond Resolution, the Assessment Resolution, the Series 2026 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 thereof by the parties thereto, 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 2026 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.
Upon the execution, authentication, issuance and delivery of the Series 2026 Bonds as aforesaid, the Indenture will provide, for the benefit of the holders from time to time of the Series 2026 Bonds, a legally valid and binding pledge of and a security interest in and to the Series 2026 Trust Estate pledged to the Series 2026 Bonds, subject only to the provisions of the Indenture permitting the application of such Series 2026 Trust Estate for the purposes and on the terms and conditions set forth in the 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 2026 Bonds, is required to be obtained by the District in connection with the issuance and sale of the Series 2026 Bonds, or the execution and delivery by the District of, or the due performance of its obligations under the Financing

Documents and the Series 2026 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 2026 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 2026 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 2026 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.
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 2026 Bonds or the proceedings relating to the Series 2026 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 2026 Bonds, the Financing Documents, the Series 2026 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 2026 Bonds, (6) the exemption under the Act of the Series 2026 Bonds and the interest thereon from taxation imposed by the State of Florida, (7) the legality of investment in the Series 2026 Bonds for certain investors as provided in the Act, (8) the issuance, sale or delivery of the Series 2026 Bonds, or (9) the collection of the Series 2026 Assessments and the pledge thereof under the Indenture to pay the principal or premium, if any, or interest on the Series 2026 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 2026 Trust Estate pledged to the Series 2026 Bonds with a lien thereon prior to or on a parity with the lien of the Series 2026 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 or concerning information in the Limited Offering Memorandum under the captions “SUITABILITY FOR INVESTMENT,” “THE DISTRICT – The District Manager and Other Consultants,” “THE DEVELOPER,” “THE DEVELOPMENT,” “DESCRIPTION OF THE SERIES 2026 BONDS – Book-
Entry Only System,” “TAX MATTERS,” and “LITIGATION – The Developer.”
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 Closing. At 12:00 noon, New York time, on 	  , 2026, 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 2026 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 2026 Bonds as set forth in Paragraph 1 hereof (such delivery of and payment for the Series 2026 Bonds is herein called the “Closing”). The Issuer shall cause CUSIP identification numbers to be printed on the Series 2026 Bonds, but neither the failure to print such number on any Series 2026 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 2026 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 2026 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 (“DTC”) and shall be delivered to DTC during the business day prior to the Closing for purposes of inspection, unless the DTC “F.A.S.T.” procedure is used which requires the Registrar to retain possession of the Series 2026 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 2026 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 2026 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 2026 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 2026 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:

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;
The Limited Offering Memorandum and each supplement or amendment thereto, as applicable;
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;
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 with a reliance letter stating that the Underwriter may rely on such opinion;
A supplemental opinion of Bond Counsel addressed to the Underwriter and the Trustee to the effect that (i) the Series 2026 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Truste Indenture Act of 1939, as amended; (ii) Bond Counsel has reviewed the statements contained in the Limited Offering Memorandum under the sections captioned “DESCRIPTION OF THE SERIES 2026 BONDS” (other than the portion thereof captioned “Book-Entry Only System” and other than any information therein relating to DTC or the book-entry system, as to which no opinion need be expressed) and “SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026
BONDS” (other than the portion thereof captioned “Developer Agreements” as to all of which no opinion need be expressed) and, insofar as such statements purport to be summaries of certain provisions of the Series 2026 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 MATTERS” are accurate statements or summaries of the matters therein set forth;
An opinion, dated the date of Closing, of Kutak Rock LLP, Tallahassee, Florida, District Counsel, in substantially the form of Exhibit D hereto;
Copies of the [Master Assessment Methodology and the Supplemental Assessment Methodology, Phase 3] 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 2026 Bonds will be used in a manner that would cause the Series 2026 Bonds to be “arbitrage bonds” within the meaning of Section 148 of Internal Revenue Code of 1986, as amended;
Specimen Series 2026 Bonds;
A copy of the executed Letter of Representations between the District and The Depository Trust Company;
Executed Financing Documents;
A tri-party agreement among the District, the Developer and Seacoast National Bank, as development lender;

(17)	Evidence of compliance with the requirements of Section 189.051, Florida	
Statutes;		
(18)	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 2026 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 2026 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 and delivery of and payment for the Series 2026 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 2026 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:
the marketability of the Series 2026 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 2026 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 2026 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2026 Bonds to be purchased by it; 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 2026 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2026 Bonds to be purchased by it; 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 2026 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 2026 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 2026 Bonds shall have been proposed, issued or made (which is beyond the control of the Underwriter or the Issuer to prevent or avoid) to the effect that the issuance, offering or sale of the Series 2026 Bonds as contemplated hereby or by the Limited Offering Memorandum, or any document relating to the issuance, offering or sale of the Series 2026 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 2026 Bonds, or the Series 2026 Bonds, as contemplated hereby and in the reasonable judgment of the Underwriter the market for the Series 2026 Bonds is materially affected thereby; 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 2026 Bonds, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2026 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 2026 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2026 Bonds to be purchased by it; or
any national securities exchange, or any governmental authority, shall impose, as to the Series 2026 Bonds or obligations of the general character of the Series 2026 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 2026 Bonds or the sale, at the contemplated offering prices, by the Underwriter of the Series 2026 Bonds to be purchased by it; or
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 2026 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 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 2026 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; or
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 2026 Bonds or the contemplated offering prices thereof; or
the District fails to adopt the Assessment Resolution or fails to perform any action to be performed by it in connection with the levy of the Series 2026 Assessments to the extent required to be performed prior to the issuance of the Series 2026 Bonds to levy the Series 2026 Assessments.
Expenses.
The District agrees to pay from the proceeds of the Series 2026 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, NV5, Inc., 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 2026 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 2026 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 Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2026 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 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 2026 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:	MBS Capital Markets, LLC 152 Lincoln Avenue Winter Park, Florida 32789 Attn: Brett Sealy

The District:	Finley Woods Community Development District c/o PFM Management Services LLC
12051 Corporate Boulevard
Orlando, Florida 32817 Attn: Jane Gaarlandt Phone: (407) 723-5900
Copy to:	Kutak Rock LLP
107 W. College Avenue Tallahassee, Florida 32301 Attn: Jere L. Earlywine, 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 2026 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.
Counterparts. 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.
Headings. 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 Statement. 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 2026 Bonds for the purposes of (i) paying the Costs of the Series 2026 Project; (ii) paying certain costs associated with the issuance of the Series 2026 Bonds; (iii) making a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds; and (iv) paying a portion of the interest first coming due on the Series 2026 Bonds. The Series 2026 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 2026 Bonds will be approximately $	.
The sources of repayment for the Series 2026 Bonds are the Series 2026 Pledged Revenues and the Series 2026 Pledged Funds (as described in Section 2 hereof). Authorizing the Series 2026 Bonds will result in a maximum of approximately $	 not being available to finance other services of the Issuer every year for approximately thirty (30) years.

Establishment of Issue Price.
The Underwriter agrees to assist the Issuer in establishing the issue price of the Series 2026 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 J, 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 2026 Bonds.
The Issuer will treat the first price at which 10% of each maturity of the Series 2026 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 2026 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2026 Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Series 2026 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 2026 Bonds of that maturity or until all Series 2026 Bonds of that maturity have been sold to the public.

[Remainder of page intentionally left blank]

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

By:	 Name: Brett Sealy
Title:	Managing Partner
Accepted by:
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

By:	 Name: Ginney Patterson
Title:	Chairperson

EXHIBIT A
AMOUNTS, INTEREST RATES, MATURITIES AND YIELDS [TO COME]
REDEMPTION PROVISIONS FOR THE SERIES 2026 BONDS

[TO COME]

EXHIBIT B
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)
$	
Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two)

DISCLOSURE STATEMENT
	, 2026

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 	
 , 2026 (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 $	 (2.00%).

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:

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

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:		 Brett Sealy, Managing Partner

SCHEDULE I
ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

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

EXHIBIT C CERTIFICATE OF DISTRICT
The undersigned, as Chairperson and Secretary, respectively, of the Board of Supervisors (the “Board”) 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)(4) of the Bond Purchase Agreement, dated 	, 2026, with the District (the “Bond Purchase Agreement”) in connection with the issuance by the District of its
$	 Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two) (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 Chairperson of, and Jane Gaarlandt is the duly appointed and acting Secretary to, the Board, authorized by resolution of the Board pursuant to the Act to be custodian of all bonds, documents and papers filed with the District and the official seal of the District.
The following named persons are as of the date hereof the duly elected, qualified and acting members of the Board holding the office of appointment set forth opposite their names:

Name	Title	Term Expires	
Ginney (Virgina) Patterson	Chairperson	November 2028	
Cale Rogers†	Vice Chair	November 2026	
Hank Taylor	Assistant Secretary	November 2028	
Allyson Aldana †	Assistant Secretary	November 2026	
Tonia Grieve †	Assistant Secretary	November 2026	

*  Affiliated with Developer.
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 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.
At duly called and held meetings of the Board on April  , 2026, the Board duly adopted Resolution No. 2026-  , 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.

At duly called and held meetings of the Board on September 19, 2019, September 19, 2019, October 24, 2019, and 	, 2026, the Board duly adopted Resolution Nos. 2019-24, Resolution No. 2019-25, Resolution No. 2020-05 and Resolution No. 2026-[ ], 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 above referenced meetings of the Board at which the Bond Resolution and Assessment Resolutions were adopted were duly called in accordance with applicable law and at said meetings a quorum was present and acted throughout. All meetings of the Board at which the Board considered any matters related to the Bond Resolution, the Assessment Resolutions, the Indenture, the Bonds or any documents related to the issuance of the Bonds have been open to the public and held in accordance with the procedures required by Section 189.015 and Chapter 286, Florida Statutes, as amended, and all laws amendatory thereof and supplementary thereto.
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 2026 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 or concerning information in the Limited Offering Memorandum under the captions “SUITABILITY FOR INVESTMENT,” “THE DISTRICT – The District Manager and Other Consultants,” “THE DEVELOPER,” “THE DEVELOPMENT,” “DESCRIPTION OF THE SERIES 2026 BONDS – Book-Entry Only System,” “TAX MATTERS,” and “LITIGATION –
The Developer.” 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 2026 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 2026 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 2026 Assessments or the Series 2026 Project, (f) contesting the accuracy or completeness of the Preliminary 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.
To the best of our knowledge, the interest rates on the Bonds are in compliance with the requirements of Section 215.84(3), Florida Statutes.
IN WITNESS WHEREOF, we have hereunder set our hands this 	 day of 	,
2026

By:		 Ginney Patterson,
Chairperson, Board of Supervisors Finley Woods Community Development District

By:	

Jane Gaarlandt
Secretary, Board of Supervisors
Finley Woods Community Development District

EXHIBIT D
FORM OF DISTRICT COUNSEL OPINION

	, 2026

Finley Woods Community Development District Gainesville, Florida
MBS Capital Markets, LLC Winter Park, Florida
U.S. Bank Trust Company, 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 2026 (Assessment Area Two)

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 2026 (Assessment Area Two) (“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 Second Supplemental Trust Indenture, dated as of May 1, 2026 (“Supplemental Trust Indenture,” and together with the Master Indenture, “Indenture”), each by and between the District and U.S. Bank National Association, as trustee (“Trustee”);
Resolutions No. 2026-   adopted by the District on 	   , 2026 (collectively,
“Bond Resolution”);
Engineer’s Report, dated September 2019 and the Supplemental Engineer’s Report #2, dated 	 2026 (“Engineer’s Report”), which describes among other things, the “Project;”
the Master Assessment Methodology dated September 12, 2019, and the [Supplemental Assessment Methodology, Phase 3] dated 	  , 2026 (collectively, “Assessment Methodology”);
Resolution Nos. 2019-24, 2019-25, 2020-05 and 2026-  (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 	, 2020;
the Preliminary Limited Offering Memorandum dated 	, 2026 (“	PLOM”) and Limited Offering Memorandum dated 		, 2026 (“LOM”);
certain certifications by MBS Capital Markets, LLC (“Underwriter”), as underwriter to the sale of the Bonds;
certain certifications of NV5, Inc., as “District Engineer”;
certain certifications of PFM Management Services 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 Aponte & Associates Law Firm (“Trustee Counsel”) issued to the District and Underwriter in connection with the sale and issuance of the Bonds;
opinion of Gray, Ackerman & Haines, 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 	, 2026, 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 	, 2026 (“BPA”);
the Acquisition Agreement between the District and the Developer and dated
	, 2026;

the Completion Agreement between the District and the Developer and dated
	, 2026;
the True-Up Agreement between the District and the Developer and dated
, 2026; and
the Collateral Assignment Agreement between the District and the Developer and dated	, 2026;
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.
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 Series 2026 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) and (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.
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: “THE DISTRICT” (excluding the subcaption “District Manager and Other Consultants”), “SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026 BONDS – ‘Developer Agreements,’” “ENFORCEMENT OF ASSESSMENT COLLECTIONS,” “ASSESSMENT METHODOLOGY AND COLLECTION OF ASSESSMENTS,” “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 Series 2026 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 Series 2026 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 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 the 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,

KUTAK ROCK LLP

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 2026 (Assessment Area Two) (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
	, 2026 (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 3 dated 	, 2026], comprising a part of the Series 2026 Assessment Proceedings (together, the “Report”);
the Series 2026 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 2026 Assessments, are sufficient to enable the District to pay the debt service on the Bonds through the final maturity thereof;
the Series 2026 Project provides a special benefit to the properties assessed and the Series 2026 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 heading “ASSESSMENT METHODOLOGY AND COLLECTION OF ASSESSMENTS” 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; and

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.
IN WITNESS WHEREOF, the undersigned has set his hand this 	 day of 	,
2026.
PFM FINANCIAL ADVISORS LLC

By:	 Name:	 Title:	

EXHIBIT F
CERTIFICATE OF PFM MANAGEMENT SERVICES LLC

I, 	, 		 of PFM Management Services 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 2026 (Assessment Area Two) (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
	, 2026 (the “Limited Offering Memorandum”) of the District relating to the Bonds):
PFM Management Services LLC has acted as District Manager to the District in connection with the issuance of the Bonds;
PFM Management Services 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 2026 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 	,
2026.
PFM MANAGEMENT SERVICES LLC

By:	 Name:	 Title:	

EXHIBIT G
FORM OF CERTIFICATE OF DEVELOPER

The undersigned, the duly authorized representative of Finley 3 Partners, 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 2026 (Assessment Area Two) (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 	  , 2026 (the “Limited Offering Memorandum”) and the Bond Purchase Agreement, dated 		  , 2026 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 2026 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 2026 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 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 2026 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 2026 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 2026 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 CIP 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 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 	, 2026.

FINLEY 3 PARTNERS, LLC, a Florida limited liability company

By:	 Name:	 Title:	

EXHIBIT H
FORM OF OPINION OF COUNSEL TO DEVELOPER

	, 2026
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 2026 (Assessment Area Two) (the “2026 Bonds”)
Ladies and Gentlemen:

We have acted as counsel to Finley 3 Partners, 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 	, 2026, relating to the 2026 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 	  , 2026 (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 Trust Company National Association, as successor to U.S. Bank National Association, as trustee, as supplemented by a Second Supplemental Trust Indenture dated as of May 1, 2026 (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 2026 Assessments, dated 	, 2026, (ii) the Declaration of Consent to Jurisdiction and to Imposition of Series 2026 Special Assessments dated 	   , 2026, (iii) the Continuing Disclosure Agreement, dated 		  , 2026,
(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 3 and (vi) the Completion Agreement between the Developer and the District dated 	, 2026 (collectively, the “Developer Agreements”).]
Also, we have examined the following organizational documents (collectively, the
“Developer Organizational Documents”):
Articles of Organization of the Developer, filed with the Florida Secretary of State on , by Tommy	; and
On-line confirmation on the date of this letter through the Florida Department of State Division of Corporations of the active status of Developer in the State of Florida.
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 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.
Based on a review of those certain Property Information Reports by 	 dated 		 and 	 (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 2026 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 2026 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 2026 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  2026  PROJECT,”  “THE  DEVELOPMENT,”  “THE  DEVELOPER,”  and
“LITIGATION – The Developer” in the Preliminary Limited Offering Memorandum, dated
	, 2026 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 2026 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.

EXHIBIT I
CERTIFICATE OF ISSUER’S CONSULTING ENGINEER

	, 2026
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 2026 (Assessment Area Two) (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 	  , 2026 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
	, 2026 relating to the Bonds (the “Limited Offering Memorandum”).

NV5 (the “Firm”) has been retained by the District to serve as the Consulting Engineer and to prepare the Second Supplemental Engineer’s Report dated 	, 2026 (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 2026 Project, represents a system of improvements benefitting all lands within the District. The Series 2026 Project provides sufficient benefit to support the Series 2026 Special Assessments levied on the properties subject to the Series 2025 Special Assessments.

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 2026 Project. The Series 2026 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 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 2026 PROJECT” and the
Report 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 described 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 Series 2026 Project 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 Series 2026 Project 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.

NV5

By:	 Name:	 Title:	

EXHIBIT J
FORM OF ISSUE PRICE CERTIFICATE
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)
$	
Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two)

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.
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 	, 2026.
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 requirement that the Series 2026 Reserve Account be funded in the amount of the initial Series 2026 Reserve Account Requirement is necessary and a vital factor in marketing the

J-1

bonds and in obtaining the interest rates obtained which rates are comparable to that for other bonds issued of the same character priced on the same date.
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 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

By:		 Brett Sealy, Managing Partner

Dated: 	, 2026

J-2

SCHEDULE A
SALE PRICES OF THE BONDS

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

Schedule A to Exhibit J

EXHIBIT B
FORM OF SUPPLEMENTAL INDENTURE
(attached hereto)

SECOND SUPPLEMENTAL TRUST INDENTURE

BETWEEN

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS SUCCESSOR IN INTEREST TO
U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE

Dated as of May 1, 2026

$[Bond Amount] Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two)

TABLE OF CONTENTS
This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of this Second Supplemental Trust Indenture.
ARTICLE I DEFINITIONS
Section 101.	Definitions	4
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2026 BONDS
Section 201.	Authorization of Series 2026 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	11
Section 207.	Conditions Precedent to Issuance of Series 2026 Bonds	11
ARTICLE III REDEMPTION OF SERIES 2026 BONDS
Section 301.	Bonds Subject to Redemption	11
ARTICLE IV
DEPOSIT OF SERIES 2026 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	12
Section 402.	Use of Series 2026 Bond Proceeds	12
Section 403.	Series 2026 Acquisition and Construction Account; Series 2026
Costs of Issuance Account	13
Section 404.	Series 2026 Capitalized Interest Account	14
Section 405.	Series 2026 Reserve Account	14
Section 406.	Amortization Installments; Selection of Bonds for Redemption	15
Section 407.	Tax Covenants	15
Section 408.	Series 2026 Revenue Account; Application of Revenues and Investment Earnings	15
ARTICLE V CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	18
Section 502.	Limitation of Trustee's Responsibility	18
Section 503.	Trustee's Duties	18
i

ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds; Limitation on Parity Assessments	18
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	19
Section 702.	Continuing Disclosure Agreement	19
Section 703.	Additional Covenant Regarding Assessments	19
Section 704.	Collection of Assessments	19
Section 705.	Owner Direction and Consent with Respect to Series 2026 Acquisition and Construction Account Upon Occurrence of Event
of Default	20
Section 706.	Assignment of District's Rights Under Collateral Assignment	21
Section 707.	Enforcement of True-Up Agreement and Completion Agreement	21
Section 708.	Payment of Rebate Amount	21
Exhibit A – Description of Series 2026 Project Exhibit B – Form of Series 2026 Bonds
Exhibit C – Form of Requisition for Series 2026 Project

SECOND SUPPLEMENTAL TRUST INDENTURE
THIS SECOND SUPPLEMENTAL TRUST INDENTURE (this "Second
Supplemental Indenture") is dated as of May 1, 2026, between FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT (the "District") and U.S. BANK
TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest 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 500 West Cypress Creek Road, Suite 460, 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 Second 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 Eighth Judicial Circuit of Florida, in and for Alachua County 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. 2019-24, 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 Assessments 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. 2020-05, on October 24, 2019, 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. 2026-04, adopted by the Governing Body of the District on April [9], 2026, 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 2026 (Assessment Area Two) (the "Series 2026 Bonds"), which are issued hereunder as an

issue of Bonds under the Master Indenture, and has ratified and confirmed the Master Indenture and authorized the execution and delivery of this Second Supplemental Indenture to secure the issuance of the Series 2026 Bonds and to set forth the terms of the Series 2026 Bonds; and
WHEREAS, the District will apply the proceeds of the Series 2026 Bonds to
(a) finance a portion of the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2026 Project (hereinafter defined), (b) pay certain costs associated with the issuance of the Series 2026 Bonds, (c) make a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds, and (d) pay a portion of the interest to become due on the Series 2026 Bonds; and
WHEREAS, the Series 2026 Bonds will be payable from and secured in part by revenues derived from Assessments imposed, levied and collected by the District in accordance with the Series 2026 Assessment Proceedings (hereinafter defined) with respect to property specially benefited by the Series 2026 Project (the "Series 2026 Assessments"); and
WHEREAS, the execution and delivery of the Series 2026 Bonds and of this Second Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2026 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Second Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2026 Trust Estate (hereinafter defined) have been done;
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS SECOND 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 2026 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 2026 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 Second Supplemental Indenture and in the Series 2026 Bonds (a) has executed and delivered this Second 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 established 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 purposes and on the terms set forth in the Master Indenture, the revenues derived by the District from the Series 2026 Assessments (the "Series 2026 Pledged Revenues") and the Funds and Accounts (except for the Series 2026 Rebate Account) established hereby (the "Series 2026 Pledged Funds") which shall constitute the Series Trust Estate securing the Series 2026 Bonds (the "Series 2026 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 2026 Bonds issued or to be issued under and secured by this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2026 Bond over any other Series 2026 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 2026 Bonds or any Series 2026 Bond of a particular maturity issued, secured and Outstanding under this Second Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2026 Bonds and this Second 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 Second 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 Second Supplemental Indenture, then upon such final payments, this Second Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2026 Bonds or any Series 2026 Bond of a particular maturity, otherwise this Second Supplemental Indenture shall remain in full force and effect;
THIS	SECOND	SUPPLEMENTAL	INDENTURE	FURTHER
WITNESSETH, and it is expressly declared, that all Series 2026 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 Second Supplemental Indenture) and this Second 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 2026 Bonds, as follows:

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:
"Arbitrage Certificate" shall mean the Certificate as to Arbitrage and Certain Other Tax Matters of the District dated as of [Closing Date].
"Assessment Area Two" shall mean the 38.88 gross acres within Phase 3 of the District planned to include 115 residential units, as more fully described in the Engineer's Report and the Assessment Methodology.
"Assessment Methodology" shall mean the Master Assessment Methodology, dated September 2019, as supplemented by the [Supplemental Assessment Methodology], dated [April] 2026, 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 2026 Bonds as to which such reference is made to enable such Series 2026 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 Series 2026 Bonds as securities depository.

"Collateral Assignment" shall mean the [Collateral Assignment] between the District and the Developer, dated as of [Closing Date].
"Completion Agreement" shall mean the [Completion Agreement] between the District and the Developer, dated as of [Closing Date].
"Continuing Disclosure Agreement" shall mean the Continuing Disclosure Agreement, between the District and the Developer, dated as of [Closing Date].
"Delinquent Assessment Interest" shall mean Series 2026 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2026 Assessment Interest has, or would have, become delinquent under State law or the Series 2026 Assessment Proceedings applicable thereto.
"Delinquent Assessment Principal" shall mean Series 2026 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2026 Assessment Principal has, or would have, become delinquent under State law or the Series 2026 Assessment Proceedings applicable thereto.
"Delinquent Assessments" shall mean, collectively, Delinquent Assessment Principal and Delinquent Assessment Interest.
"Developer" shall mean Finley 3 Partners, LLC, a Florida limited liability company.
"Engineer's Report" shall mean the Engineer's Report, dated September 2019, prepared by CHW, as supplemented by the Supplemental Engineer's Report #2, dated February 2026, prepared by NV5, Inc., copies of which are attached hereto as Exhibit A.
"Interest Payment Date" shall mean each May 1 and November 1, commencing November 1, 2026.
"Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) in principal amount of the Outstanding Series 2026 Bonds.
"Methodology Consultant" shall mean PFM Financial Advisors LLC.
"Nominee" shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this Second Supplemental Indenture.
"Operation and Maintenance Assessments" shall mean assessments described in Section 190.021(3) or 190.022(1) of the Act, for the maintenance of District facilities or the operations of the District.

"Quarterly Redemption Date" shall mean each February 1, May 1, August 1 and November 1.
"Redemption Date" shall mean a Quarterly Redemption Date in the case of a partial redemption of Outstanding Series 2026 Bonds, or any date in the case of the redemption of all of the Outstanding Series 2026 Bonds.
"Reserve Account Release Conditions #1" shall mean, collectively, that (a) all lots subject to the Series 2026 Assessments have been developed and platted, (b) all lots subject to the Series 2026 Assessments have been sold and closed by the Developer to homebuilders, (c) all Series 2026 Assessments are being collected pursuant to the Uniform Method, and (d) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2026 Bonds. The Consulting Engineer shall provide a written certification to the District and the Trustee certifying that the event in clause (a) has occurred and the District Manager shall provide a written certification to the District and the Trustee certifying that the events in clauses (b) and (c) have occurred and affirming clause (d), on which certifications the Trustee may conclusively rely.
"Reserve Account Release Conditions #2" shall mean, collectively, that (a) all of the Reserve Account Release Conditions #1 have been satisfied, (b) all homes within Assessment Area Two have been built and have received a certificate of occupancy, and (c) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2026 Bonds. The District Manager shall provide a written certification to the District and the Trustee certifying that the events in clauses (a) and (b) have occurred and affirming clause (c), on which certifications the Trustee may conclusively rely.
"Series 2026 Assessment Interest" shall mean the interest on the Series 2026 Assessments which is pledged to the Series 2026 Bonds.
"Series 2026 Assessment Principal" shall mean the principal amount of Series 2026 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2026 Bonds, other than applicable Delinquent Assessment Principal and Series 2026 Prepayments.
"Series 2026 Assessment Proceedings" shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2026 Assessments which include Resolution Nos. 2019-24, 2019-25, 2020-05 and 2026-[ ], adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2026 Assessments and the Assessment Methodology as approved thereby.
"Series 2026 Assessment Revenues" shall mean all revenues derived by the District from the Series 2026 Assessments, including Delinquent Assessments,

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 2026 Bonds.
"Series 2026 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 that have a maturity of not more than 365 days from the date of acquisition;
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 at the time of purchase (Aaa-mf and AAAm, respectively), and (ii) shares of money market mutual funds that invest only in Government Obligations;
Money market deposit accounts, time deposits, and certificates of deposits issued by commercial banks, savings and loan associations or mutual savings banks and which bank at the time of purchase has its short-term deposits rated at least "A-1" by S&P or "P-1" by Moody's; and
commercial paper of any entity formed under the laws of the United States of America or any state thereof (having maturities of not more than 270 days) and which commercial paper has a short term rating at the time of purchase of at least "A-1" by S&P and "P-1" by Moody's.
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 2026 Prepayment Interest" shall mean the interest on the Series 2026 Prepayments received by the District.
"Series 2026 Prepayments" shall mean the excess amount of Series 2026 Assessment Principal received by the District over the Series 2026 Assessment Principal included within a Series 2026 Assessment appearing on any outstanding and unpaid tax bill or direct collect invoice, whether or not mandated to be prepaid in accordance with the Series 2026 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2026 Prepayments shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.
"Series 2026 Project" shall mean that portion of the Capital Improvement Program benefiting Assessment Area Two to be financed in part with the proceeds

of the Series 2026 Bonds on deposit in the Series 2026 Acquisition and Construction Account, as more particularly described in the Engineer's Report.
"Series 2026 Reserve Account Requirement" shall mean an amount equal to the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation, until such time as the Reserve Account Release Conditions #1 are met, at which time and thereafter, Series 2026 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation, until such time as the Reserve Account Release Conditions #2 are met, at which time and thereafter, Series 2026 Reserve Account Requirement shall mean an amount equal to ten percent (10%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation. On the date of initial issuance of the Series 2026 Bonds, the Series 2026 Reserve Account Requirement shall be $[RAR].
"Substantially Absorbed" shall mean the date on which the principal amount of the Series 2026 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2026 Bonds is levied on tax parcels within Assessment Area Two with respect to which a certificate of occupancy has been issued for a structure thereon, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.
"True-Up Agreement" shall mean the [True-Up Agreement] between the District and the Developer, dated as of [Closing Date].
"Underwriter" shall mean MBS Capital Markets, LLC, the underwriter of the Series 2026 Bonds.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2026 BONDS
Section 201. Authorization of Series 2026 Bonds; Book-Entry Only Form. The Series 2026 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 2026 (Assessment Area Two)." The Series 2026 Bonds shall be substantially in the form attached hereto as Exhibit
B. Each Series 2026 Bond shall bear the designation "2026R" and shall be numbered consecutively from 1 upwards.
The Series 2026 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2026 Bond for each maturity thereof. Upon

initial issuance, the ownership of each such Series 2026 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 2026 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 2026 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 respect to (a) the accuracy of the records of DTC, Cede & Co., or any Bond Participant with respect to any ownership interest in the Series 2026 Bonds, (b) 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 2026 Bonds, including any notice of redemption, or (c) 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 2026 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2026 Bond is registered in the registration books kept by the Bond Registrar as the absolute Owner of such Series 2026 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2026 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2026 Bond, for the purpose of registering transfers with respect to such Series 2026 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2026 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 2026 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 2026 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 Dates, the words "Cede & Co." in this Second 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 (a) 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 2026 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 2026 Bonds, or (b) 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 2026 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 2026 Bonds shall designate, in accordance with the provisions hereof.
Section 202.  Terms. The Series 2026 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 fixed 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 2026 Bond shall be dated [Closing Date]. Each Series 2026 Bond shall also bear its date of authentication. Each Series 2026 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 (a) is an Interest Payment Date to which interest on such Series 2026 Bond has been paid, in which event such Series 2026 Bond shall bear interest from its date of authentication, or (b) is prior to the first Interest Payment Date for the Series 2026 Bonds, in which event such Series 2026 Bond shall bear interest from its date. Interest on the Series 2026 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2026, and shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months.
Section 204. Denominations. The Series 2026 Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2026 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 2026 Bonds.

Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2026 Bonds.
Section 207. Conditions Precedent to Issuance of Series 2026 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2026 Bonds, all the Series 2026 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 2026 Assessment Proceedings;
executed copies of the Master Indenture and this Second Supplemental Indenture;
a customary 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 2026 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Second Supplemental Indenture;
an Engineer's Certificate and a copy of the Engineer's Report, which sets forth the estimated Costs of the Series 2026 Project;
a certificate of the Methodology Consultant addressing the validity of the Series 2026 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 net proceeds of the Series 2026 Bonds in the amount of $[NP] 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 2026 BONDS
Section 301. Bonds Subject to Redemption. The Series 2026 Bonds are subject to redemption prior to maturity as provided in the form thereof attached

hereto as Exhibit B. Interest on Series 2026 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2026 Interest Account or from the Series 2026 Revenue Account to the extent moneys in the Series 2026 Interest Account are insufficient for such purpose. Moneys in the Series 2026 Optional Redemption Subaccount shall be applied in accordance with Section 506 of the Master Indenture to the optional redemption of Series 2026 Bonds.

ARTICLE IV
DEPOSIT OF SERIES 2026 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.  Establishment of Accounts. There are hereby established, as needed, the following Accounts:
within the Acquisition and Construction Fund held by the Trustee, a Series 2026 Acquisition and Construction Account and a Series 2026 Costs of Issuance Account;
within the Debt Service Fund held by the Trustee: (i) a Series 2026 Debt Service Account and therein a Series 2026 Sinking Fund Account, a Series 2026 Interest Account and a Series 2026 Capitalized Interest Account; and
(ii) a Series 2026 Redemption Account and therein a Series 2026 Prepayment Subaccount and a Series 2026 Optional Redemption Subaccount;
within the Reserve Fund held by the Trustee, a Series 2026 Reserve Account, which shall be held for the benefit of all of the Series 2026 Bonds, without distinction as to Series 2026 Bonds and without privilege or priority of one Series 2026 Bond over another;
within the Revenue Fund held by the Trustee, a Series 2026 Revenue Account; and
within the Rebate Fund held by the Trustee, a Series 2026 Rebate Account.
Section 402.  Use of Series 2026 Bond Proceeds. The net proceeds of sale of the Series 2026 Bonds in the amount of $[NP] (consisting of $[Bond Amount].00 principal amount of Series 2026 Bonds [less/plus] [net] original issue [discount/premium] in the amount of $[OID/OIP] and less an underwriter's discount in the amount 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 2026 Reserve Account Requirement at the time of issuance of the Series 2026 Bonds, shall be deposited to the credit of the Series 2026 Reserve Account;
$[COI], representing the costs of issuance relating to the Series 2026 Bonds, shall be deposited to the credit of the Series 2026 Costs of Issuance Account;
$[CAPI], representing Capitalized Interest on the Series 2026 Bonds through and including November 1, 2026, shall be deposited to the credit of the Series 2026 Capitalized Interest Account; and
$[CD] shall be deposited to the credit of the Series 2026 Acquisition and Construction Account.
Section 403. Series 2026 Acquisition and Construction Account; Series 2026 Costs of Issuance Account. (a) Amounts on deposit in the Series 2026 Acquisition and Construction Account shall be applied to pay Costs of the Series 2026 Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture and on the form attached hereto as Exhibit
C. The Trustee shall have no duty to verify that any requested disbursement from the Series 2026 Acquisition and Construction Account is for a Cost of the Series 2026 Project. The Consulting Engineer shall establish a Date of Completion for the Series 2026 Project, and any balance remaining in the Series 2026 Acquisition and Construction Account after such Date of Completion (taking into account the moneys then on deposit therein to pay any accrued but unpaid Costs of the Series 2026 Project which are required to be reserved in the Series 2026 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 transferred to the Series 2026 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2026 Bonds in accordance with Section 301 hereof and in the manner prescribed in the form of Series 2026 Bond attached hereto as Exhibit B. Notwithstanding the foregoing, the District shall not establish a Date of Completion until after both the Reserve Account Release Conditions #1 and the Reserve Account Release Conditions #2 have been satisfied and moneys have been transferred from the Series 2026 Reserve Account to the Series 2026 Acquisition and Construction Account as a result of such satisfaction pursuant to Section 405 hereof. At such time as there are no amounts on deposit in the Series 2026 Acquisition and Construction Account, such Account shall be closed.
The amount deposited in the Series 2026 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 2026 Bonds. On the date of issuance of the Series 2026 Bonds, costs of issuance shall be paid pursuant to the instructions in the closing memorandum prepared by the Underwriter and signed by an Authorized Officer. On the earlier to occur of (i) the written direction of an Authorized Officer or (ii) six (6) months from the date of issuance of the Series 2026

Bonds, any amounts deposited in the Series 2026 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 2026 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 2026 Bonds shall be paid from excess moneys on deposit in the Series 2026 Revenue Account pursuant to Section 408(d) FOURTH hereof. When such deficiency has been satisfied and no moneys remain therein, the Series 2026 Costs of Issuance Account shall be closed.
Section 404. Series 2026 Capitalized Interest Account. Amounts on deposit in the Series 2026 Capitalized Interest Account shall, until and including November 1, 2026, be transferred into the Series 2026 Interest Account and applied to the payment of interest first coming due on the Series 2026 Bonds in accordance with Section 408(d) hereof, and thereafter transferred into the Series 2026 Acquisition and Construction Account, whereupon the Series 2026 Capitalized Interest Account shall be closed.
Section 405. Series 2026 Reserve Account. The Series 2026 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2026 Reserve Account Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2026 Reserve Account shall be used only for the purpose of making payments into the Series 2026 Interest Account and the Series 2026 Sinking Fund Account to pay Debt Service on the Series 2026 Bonds, when due, without distinction as to Series 2026 Bonds and without privilege or priority of one Series 2026 Bond over another, to the extent the moneys on deposit in such Accounts available therefor are insufficient and for no other purpose. The Series 2026 Reserve Account shall consist only of cash and Series 2026 Investment Obligations.
Anything herein or in the Master Indenture to the contrary notwithstanding, 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 preceding such forty-fifth (45th) day), an Authorized Officer of the District shall recalculate the Series 2026 Reserve Account Requirement and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2026 Reserve Account (a) resulting from Prepayments of Series 2026 Assessments into the Series 2026 Prepayment Subaccount and applied as a credit against the Prepayment otherwise required to be made by the owner of such lot or parcel subject to such Prepayment and thereafter applied to the extraordinary mandatory redemption of the Series 2026 Bonds, (b) resulting from a reduction of the Series 2026 Reserve Account Requirement as the result of either the Reserve Account Release Conditions #1 or the Reserve Account Release Conditions #2 being met into the Series 2026 Acquisition and Construction Account and used for the purposes of such Account, or
resulting from investment earnings as provided in Section 408(f) herein. The

Trustee is hereby authorized to make such transfers and has no duty to verify such calculations.
On the earliest date on which there is on deposit in the Series 2026 Reserve Account sufficient moneys, after taking into account other moneys available therefor, to pay and redeem all of the Outstanding Series 2026 Bonds, together with accrued interest and redemption premium, if any, on such Series 2026 Bonds to the earliest Redemption Date permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2026 Reserve Account into the Series 2026 Prepayment Subaccount to pay and redeem all of the Outstanding Series 2026 Bonds on the earliest Redemption Date permitted for redemption therein and herein.
Anything herein or in the Master Indenture to the contrary notwithstanding, amounts on deposit in the Series 2026 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 2026 Bonds shall be as set forth in the form of Series 2026 Bonds attached hereto.
(b)  Upon any redemption of Series 2026 Bonds (other than Series 2026 Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2026 Bonds redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 506(b) of the Master Indenture), the Trustee shall cause Series 2026 Bonds to be redeemed in such amounts and having such maturities so as to result in Amortization Installments recalculated, which recalculation shall be performed by the District, in such manner as shall amortize all the Outstanding Series 2026 Bonds of all of the maturities 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 2026 Bonds.
Section 407. Tax Covenants. The District shall comply with the Arbitrage Certificate, including but not limited to the Tax Regulatory Covenants set forth as an exhibit to the Arbitrage Certificate, as amended and supplemented from time to time in accordance with their terms.
Section 408. Series 2026 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 2026 Revenue Account by this Section 408 or by any other provision of the Master Indenture or this Second Supplemental 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 2026 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.
The Trustee shall deposit into the Series 2026 Revenue Account (i) Series 2026 Assessment Revenues other than Series 2026 Prepayments (which Series 2026 Prepayments shall be identified by the District to the Trustee as such in writing upon deposit, upon which certification the Trustee may conclusively rely, and which shall be deposited into the Series 2026 Prepayment Subaccount), (ii) Series 2026 Prepayment Interest, and (iii) any other revenues required by other provisions of the Indenture to be deposited into the Series 2026 Revenue Account.
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 preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2026 Prepayment Subaccount and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2026 Revenue Account for deposit into the Series 2026 Prepayment Subaccount an amount sufficient to increase the amount on deposit therein to the nearest integral multiple of $5,000 (provided that there are sufficient funds remaining in the Series 2026 Revenue Account to pay Debt Service coming due on the Series 2026 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2026 Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2026 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of the Series 2026 Bonds set forth in the form of Series 2026 Bonds attached hereto, Section 301 hereof, and Article III 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 2026 Capitalized Interest Account to the Series 2026 Interest Account the lesser of (i) the amount of interest coming due on the Series 2026 Bonds on such May 1 or November 1, less the amount already on deposit in the Series 2026 Interest Account, or (ii) the amount remaining in the Series 2026 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 2026 Revenue Account to the Accounts designated below in the following amounts and in the following order of priority:
FIRST, to the Series 2026 Interest Account, the amount, if any, equal to the difference between the amount of interest payable on all Series 2026 Bonds then Outstanding on such May 1 or November 1, and (i) the amount transferred from the Series 2026 Capitalized Interest Account in accordance with this Section 408(d), if

any, and (ii) the amount already on deposit in the Series 2026 Interest Account not previously credited;
SECOND, on May 1, 20[ ], and on each May 1 thereafter, to the Series 2026 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2026 Bonds subject to mandatory sinking fund redemption on such May 1 and the amount already on deposit in the Series 2026 Sinking Fund Account not previously credited;
THIRD, to the Series 2026 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2026 Reserve Account Requirement with respect to the Series 2026 Bonds; and
FOURTH, the balance shall first be deposited into the Series 2026 Costs of Issuance Account to fund any deficiencies in the amount allocated to pay the costs of issuance relating to the Series 2026 Bonds, and then the balance shall be retained in the Series 2026 Revenue Account.
On any date required by the Arbitrage Certificate, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2026 Revenue Account to the Series 2026 Rebate Account the amount due and owing to the United States, which amount shall be paid to the United States when due in accordance with such Arbitrage Certificate.
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 2026 Bonds shall be invested only in Series 2026 Investment Obligations. Earnings on investments in the Series 2026 Acquisition and Construction Account, the Series 2026 Interest Account and the Series 2026 Capitalized Interest Account shall be retained, as realized, in such Accounts and used for the purposes of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2026 Reserve Account, and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2026 Revenue Account and used for the purpose of such Account.
Earnings on investments in the Series 2026 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 2026 Reserve Account as of the most recent date on which amounts on deposit in the Series 2026 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2026 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2026 Reserve Account shall be deposited into the Series 2026 Capitalized Interest Account through November 1, 2026, and thereafter

shall be deposited into the Series 2026 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 2026 Reserve Account as of the most recent date on which amounts on deposit in the Series 2026 Reserve Account were valued by the Trustee, or if after such date withdrawals have been made from the Series 2026 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2026 Reserve Account shall be retained in the Series 2026 Reserve Account until the amount on deposit therein is equal to the Series 2026 Reserve Account Requirement, and then earnings on investments in the Series 2026 Reserve Account shall be deposited into the Series 2026 Capitalized Interest Account through November 1, 2026, and thereafter shall be deposited into the Series 2026 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 2026 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 Second Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth herein and in the Master Indenture.
Section 502. Limitation of Trustee's Responsibility. The Trustee shall not be responsible in any manner for the due execution of this Second 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. No Parity Bonds; Limitation on Parity Assessments. Other than Refunding Bonds issued to refund the then Outstanding Series 2026 Bonds, the issuance of which results in net present value Debt Service savings, the

District shall not, while any Series 2026 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2026 Trust Estate. The District further covenants and agrees that so long as the Series 2026 Assessments have not been Substantially Absorbed, it will not impose Assessments for capital projects on any lands subject to the Series 2026 Assessments without the written consent of the Majority Owners. Notwithstanding the immediately preceding sentence, the District may impose Assessments on property subject to the Series 2026 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 Second Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Second 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 Second Supplemental Indenture and to the Series 2026 Bonds issued hereunder.
Section 702. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the District has executed and delivered the Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended. The District covenants and agrees to comply with the provisions of the 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 the Continuing Disclosure Agreement.
Section 703. Additional Covenant Regarding Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this Second Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the Series 2026 Assessment Proceedings heretofore adopted with respect to the Series 2026 Assessments, including the Assessment Methodology, and to levy the Series 2026 Assessments and collect 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 2026 Bonds, when due.
Section 704. Collection of Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, when permitted by law, Series

2026 Assessments levied on platted lots and pledged hereunder to secure the Series 2026 Bonds shall be collected pursuant to the Uniform Method, and Series 2026 Assessments levied on unplatted lands and pledged hereunder to secure the Series 2026 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 the District determines that it is in its best interest not to collect the Series 2026 Assessments pursuant to such method. The election to collect and enforce Series 2026 Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the District from electing to collect and enforce the Series 2026 Assessments pursuant to any other method permitted by law in any subsequent year. Notwithstanding the foregoing, upon the occurrence and continuance of an Event of Default, the collection of Series 2026 Assessments shall be in the manner directed by the Majority Owners or as directed by the Trustee acting at the direction of the Majority Owners.
(b)  Series 2026 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by each landowner no later than thirty (30) days prior to each respective Interest Payment Date; provided, however, that such Series 2026 Assessments shall not be deemed Delinquent Assessments unless and until such Series 2026 Assessments are not paid by the applicable Interest Payment Date with respect to which they have been billed.
Section 705. Owner Direction and Consent with Respect to Series 2026 Acquisition and Construction Account Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the Series 2026 Bonds are payable solely from the Series 2026 Pledged Revenues and the Series 2026 Pledged Funds held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (a) the Series 2026 Pledged Funds include, without limitation, all amounts on deposit in the Series 2026 Acquisition and Construction Account then held by the Trustee, (b) upon the occurrence of an Event of Default with respect to the Series 2026 Bonds, the Series 2026 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2026 Project or otherwise) without the written 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 2026 Project and payment is for such work, and (c) upon the occurrence of an Event of Default with respect to the Series 2026 Bonds, the Series 2026 Pledged Funds may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay the reasonable 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 2026 Project that will cause the expenditure of additional funds from the Series 2026 Trust Estate after the occurrence and during the continuance of an Event of Default unless authorized in writing by the Majority Owners.

Section 706. 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 2026 Bonds. The Trustee shall not be deemed to have accepted any obligation under the Collateral Assignment by virtue of such assignment.
Section 707. 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 True-Up Agreement and the Completion 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, may, subject to the provisions of Section 912 of the Master Indenture, 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 True-Up Agreement and the Completion 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.
Section 708. Payment of Rebate Amount. Anything herein or in the Master Indenture to the contrary notwithstanding, the District shall cause a Rebate Analyst to determine the Rebate Amount, if any, at the times and in the manner provided in the Tax Regulatory Covenants attached as an exhibit to the Arbitrage Certificate. If a Rebate Amount shall be due, the District shall deliver to the Trustee the written direction of an Authorized Officer to pay from the Series 2026 Rebate Account, or from any other available funds as shall be provided in such written direction, the Rebate Amount to the District for remittance to the Internal Revenue Service. The Trustee may conclusively rely on such written direction and shall have no responsibility for the calculation or payment of the Rebate Amount, if any. Notwithstanding Section 507(b) of the Master Indenture, the District shall not be required to provide the report of the Rebate Analyst to the Trustee.
[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Finley Woods Community Development District has caused this Second Supplemental Indenture to be signed in its name and on its behalf by its Chair, 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 Second Supplemental Indenture to be signed in its name and on its behalf by its duly authorized Vice President.

(SEAL)

Attest:

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT

By:	
Secretary	Chair, Board of Supervisors

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as successor in interest to U.S. Bank National Association, as Trustee

By:		 Vice President

EXHIBIT A
DESCRIPTION OF SERIES 2026 PROJECT
[See Report of Consulting Engineer Attached Hereto]

EXHIBIT B
FORM OF SERIES 2026 BONDS
No. 2026R-	$[  ]
UNITED STATES OF AMERICA STATE OF FLORIDA
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BOND, SERIES 2026 (ASSESSMENT AREA TWO)

Interest Rate	Maturity Date	Dated Date		CUSIP	
 
%	May 1, 20[  ]	[Closing Date]			
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 redemption 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 November 1, 2026, 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 (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 fifteenth (15th) day of the calendar month 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 (hereinafter defined) 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 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 Trust Company, 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 2026 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year comprised of twelve (12) thirty (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 2026 (Assessment Area Two)" in the aggregate principal amount of $[Bond Amount] (the "Series 2026 Bonds") issued under a Master Trust Indenture, dated as of February 1, 2020 (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a Second Supplemental Trust Indenture, dated as of May 1, 2026 (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture"), between the District and the Trustee. The Series 2026 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 2026 Bonds to (a) finance a portion of the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2026 Project, (b) pay certain costs associated with the issuance of the Series 2026 Bonds, (c) make a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds, and (d) pay a portion of the interest to become due on the Series 2026 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 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. 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 2026 PLEDGED REVENUES AND THE SERIES 2026 PLEDGED FUNDS PLEDGED TO THE SERIES 2026 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 2026 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 Installments and Redemption Price of, and the interest on, the Series 2026 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2026 Assessments, the terms and conditions under which the Series 2026 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 2026 Bonds and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2026 Bonds are equally and ratably secured by the Series 2026 Trust Estate, without preference or priority of one Series 2026 Bond over another. The Supplemental Indenture does not authorize the issuance of any additional Bonds ranking on parity with the Series 2026 Bonds as to the lien and pledge of the Series 2026 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 2026 Assessments.
The Series 2026 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 2026 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. 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 2026 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20[ ], at the Redemption Price of the principal amount of the Series 2026 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.
The Series 2026 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2026 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	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Maturity
The Series 2026 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2026 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	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Maturity
The Series 2026 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2026 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	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Maturity
As more particularly set forth in the Indenture, any Series 2026 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 2026 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2026 Bonds other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of the Series 2026 Bonds as set forth in the Supplemental Indenture.
The Series 2026 Bonds are subject to extraordinary mandatory redemption prior to maturity in whole or in part on any Redemption Date at the Redemption Price of 100% of the principal amount thereof, without premium, 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 2026 Project, by application of moneys transferred from the Series 2026 Acquisition and Construction Account to the Series 2026 Prepayment Subaccount as provided for in the Indenture; or
from amounts, including Series 2026 Prepayments, required by the Indenture to be deposited into the Series 2026 Prepayment Subaccount; or
from amounts transferred from the Series 2026 Reserve Account to the Series 2026 Prepayment Subaccount resulting from a reduction in the Series 2026 Reserve Account Requirement as provided for in the Indenture; or
on the date on which the amount on deposit in the Series 2026 Reserve Account, together with other moneys available therefor, is sufficient to pay and redeem all of the Series 2026 Bonds then Outstanding, including accrued interest thereon.
If less than all of the Series 2026 Bonds shall be called for redemption, the particular Series 2026 Bonds or portions of Series 2026 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 2026 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 date of redemption to each registered Owner of Series 2026 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 2026 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 2026 Bonds or such portions thereof on such date, interest on such Series 2026 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2026 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 2026 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 2026 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 (2) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption, 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 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 2026 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 2026 Bonds as to the Series 2026 Trust Estate shall be 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 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 of Authentication endorsed hereon.
[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Finley Woods Community Development District has caused this Bond to bear the signature of the Chair 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

By:	
Secretary	Chair, Board of Supervisors

(SEAL)

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

Chair, Board of Supervisors, Finley Woods
Community Development District

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as successor in interest to U.S. Bank National Association, as Trustee
Date of Authentication:
By:	
[Closing Date]		Vice President

[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 - 			 Custodian 		 under Uniform Transfer to Minors Act 		(Cust.)		(Minor)
(State)
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
	 the 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.
Dated:
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 whatsoever.

EXHIBIT C
FORM OF REQUISITION FOR SERIES 2026 PROJECT
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 between the District and U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida, as successor in interest to U.S. Bank National Association, as trustee (the "Trustee"), dated as of February 1, 2020 (the "Master Indenture"), as supplemented by the Second Supplemental Trust Indenture between the District and the Trustee, dated as of May 1, 2026 (the "Supplemental Indenture" and together with the Master Indenture, 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 or Account and subaccount, if any, from which disbursement 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 Series 2026 Acquisition and Construction Account referenced above, that each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Series 2026 Project and each represents a Cost of the Series 2026 Project that has not previously been paid out of such Account;
OR
	this requisition is for costs of issuance payable from the Series 2026 Costs of Issuance Account that has not previously been paid out of such Account.
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.
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
Requisition No.: 	

CONSULTING ENGINEER'S APPROVAL FOR NON-COST OF ISSUANCE REQUESTS ONLY
If this requisition is for a disbursement from other than the Series 2026 Costs of Issuance Account, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Series 2026 Project and is consistent with (a) the applicable acquisition or construction contract, (b) the plans and specifications for the portion of the Series 2026 Project with respect to which such disbursement is being made, and (c) the report of the Consulting Engineer attached as an exhibit to the Supplemental Indenture, as such report shall have been amended or modified on the date hereof.

Consulting Engineer Requisition No.: 	

EXHIBIT C
FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM
(attached hereto)

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED 		, 2026 NEW ISSUE - BOOK-ENTRY ONLY	NOT RATED
In the opinion of Nabors, 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 2026 Bonds is (a) excludable from gross income of the owners thereof for federal income tax purposes, except as otherwise described herein under the caption “TAX MATTERS” and (b) not an item of tax preference for purposes of the federal alternative minimum tax; provided, however, with respect to certain corporations, interest on the Series 2026 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. 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 2026 (Assessment Area Two)
Dated: Date of delivery	Due: May 1, as shown below
The $	* Finley Woods Community Development District Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two) (the “Series 2026 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 Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Trust Indenture dated as of May 1, 2026 (the “Second Supplemental Indenture,” and, together with the Master Indenture, the “Indenture”), between the District and the Trustee. The Series 2026 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 2026 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”), enacted on August 1, 2019.
The Series 2026 Bonds are payable from and secured by the Series 2026 Trust Estate, which includes the Series 2026 Pledged Revenues and the Series 2026 Pledged Funds. The Series 2026 Pledged Revenues consist of the revenues derived by the District from non-ad valorem special assessments levied for Debt Service on the Series 2026 Bonds against the lands in the District that are subject to assessment as a result of the Series 2026 Project (as defined herein). The Series 2026 Pledged Funds consist of the Funds and Accounts (except for the Series 2026 Rebate Account) established by the Indenture. See “SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026 BONDS.”

The Series 2026 Bonds, when issued, will be registered in the name of Cede & Co., as the owner and nominee for The Depository Trust Company (“DTC”). Purchases of beneficial interests in the Series 2026 Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series 2026 Bonds will be paid from the sources described herein by the Trustee directly to Cede & Co. as the nominee of DTC and the registered owner thereof. Disbursements of such payments to the DTC Participants is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of DTC Participants and the Indirect Participants, as more fully described herein. Any purchaser as a beneficial owner of a Series 2026 Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Series 2026 Bond. See “DESCRIPTION OF THE SERIES 2026 BONDS - Book-Entry Only System” herein. The Series 2026 Bonds will bear interest at the fixed rates set forth herein, calculated on the basis of a 360-day year comprised of twelve (12) thirty (30) day months. Interest on the Series 2026 Bonds is payable semi-annually on each May 1 and November 1, commencing November 1, 2026.
Some or all of the Series 2026 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 2026 Bonds are being issued to: (i) finance the Cost of acquiring, constructing and equipping the Series 2026 Project, as more particularly described herein; (ii) pay certain costs associated with the issuance of the Series 2026 Bonds; (iii) make a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds; and (iv) pay a portion of the interest to become due on the Series 2026 Bonds.
THE SERIES 2026 BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2026 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 2026 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 2026 BONDS. THE SERIES 2026 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 2026 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 2026 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 2026 BONDS. THE SERIES 2026 BONDS ARE NOT RATED OR CREDIT ENHANCED AND NO APPLICATION HAS BEEN MADE FOR A RATING OR CREDIT ENHANCEMENT WITH RESPECT TO THE SERIES 2026 BONDS NOR IS THERE ANY REASON TO BELIEVE THAT THE DISTRICT WOULD HAVE BEEN SUCCESSFUL IN OBTAINING EITHER CREDIT ENHANCEMENT FOR THE SERIES 2026 BONDS OR A RATING FOR THE SERIES 2026 BONDS HAD APPLICATION BEEN MADE. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2026 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 2026 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 2026 Term Bond Due May 1, 20	 - Yield: 	% - Price: 	 - CUSIP No.	†
$	% Series 2026 Term Bond Due May 1, 20	 - Yield: 	% - Price: 	 - CUSIP No.	†

The Series 2026 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 2026 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, Kutak Rock LLP, Tallahassee, Florida, for the Developer by its counsel, Gray, Ackerman & Haines, P.A., Ocala, Florida, for the Trustee by its counsel, Aponte & Associates Law Firm, Orlando, Florida, and for the Underwriter by its counsel, Bryant Miller Olive P.A., Orlando, Florida. It is expected that the Series 2026 Bonds will be available for delivery through the facilities of The Depository Trust Company on or about 	, 2026.
MBS CAPITAL MARKETS, LLC
Dated: 	, 2026

	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 2026 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 (Virgina) Patterson, Chairperson Cale Rogers† Vice Chair
Hank Taylor, Assistant Secretary Allyson Aldana†, Assistant Secretary Tonia Grieve†, Assistant Secretary

DISTRICT MANAGER
PFM Management Services LLC Orlando, Florida

METHODOLOGY CONSULTANT

PFM Financial Advisors LLC Orlando, Florida

DISTRICT COUNSEL
Kutak Rock LLP Tallahassee, Florida

DISTRICT ENGINEER
NV5
Alachua, Florida
BOND COUNSEL

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

COUNSEL TO THE UNDERWRITER
Bryant Miller Olive P.A. Orlando, Florida

†	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 2026 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 2026 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL 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 2026 BONDS.
THE SERIES 2026 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 2026 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 2026 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 BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY AS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER’S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED  INTO,  AND  ARE  NOT  PART  OF,  THIS  LIMITED  OFFERING

MEMORANDUM FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.
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)(1).

TABLE OF CONTENTS
Page
INTRODUCTION	1
SUITABILITY FOR INVESTMENT	4
THE DISTRICT	5
General	5
Legal Powers and Authority	5
Board of Supervisors	6
District Manager and Other Consultants	7
PRIOR DISTRICT INDEBTEDNESS	8
ASSESSMENT METHODOLOGY	9
THE DEVELOPMENT	10
Overview	10
Land Acquisition/Development Financing	11
Zoning/Permitting	12
Utilities	13
Environmental	13
Product Type/Phasing	13
Lot Sales/Builder Contract Activity	14
Projected Absorption	15
Model Homes/Home Sales	15
Residential Product Offerings	16
Recreational Amenities	16
Marketing	16
Education	16
Fees and Assessments	17
Competition	18
THE DEVELOPER	18
DESCRIPTION OF THE SERIES 2026 BONDS	19
General Description	19
Redemption Provisions for Series 2026 Bonds	20
Notice and Effect of Redemption	21
Book-Entry Only System	22
SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026 BONDS	25
General	25
Funds and Accounts	25
Series 2026 Reserve Account and Series 2026 Reserve Account Requirement	26
Flow of Funds	27
Investments	29
Developer Agreements	30
Enforcement of True-Up Agreement and Completion Agreement	30
Owner Direction and Consent with Respect to Series 2026 Acquisition and Construction Account upon Occurrence of Event of Default	31

Covenants with Regard to Enforcement and Collection of Delinquent Assessments	31
Additional Covenants Regarding Series 2026 Assessments	33
Limitation on Parity Bonds	33
Events of Default	33
Provisions Relating to Bankruptcy or Insolvency of Landowner	34
Re-Assessment	36
ENFORCEMENT OF ASSESSMENT COLLECTIONS	38
General	38
Direct Billing & Foreclosure Procedure	39
Uniform Method Procedure	39
ESTIMATED SOURCES AND USES OF BOND PROCEEDS	43
DEBT SERVICE REQUIREMENTS	44
BONDOWNERS’ RISKS	45
Limited Pledge	45
Bankruptcy and Related Risks	45
Delay and Discretion Regarding Remedies	46
Limitation on Funds Available to Exercise Remedies	46
Determination of Land Value upon Default	46
Landowner Challenge of Assessed Valuation	47
Failure to Comply with Assessment Proceedings	47
Other Taxes	47
Inadequacy of Reserve Account	48
Economic Conditions	48
Concentration of Land Ownership	49
Undeveloped Land	49
Change in Development Plans	49
Bulk Sale of Land	49
Completion of Series 2026 Project	50
Regulatory and Environmental Risks	50
District May Not be Able to Obtain Permits	51
Cybersecurity	51
Infectious Viruses and/or Diseases	51
Damage to District from Natural Disasters	52
Limited Secondary Market	52
Interest Rate Risk; No Rate Adjustment for Taxability	52
IRS Audit and Examination Risk	53
Florida Village Center CDD TAM	54
Legislative Proposals and State Tax Reform	54
Loss of Exemption from Securities Registration	55
Performance of District Professionals	55
Mortgage Default and FDIC	55
TAX MATTERS	56
Opinion of Bond Counsel	56

Internal Revenue Code of 1986	57
Collateral Tax Consequences	57
Florida Taxes	57
Other Tax Matters	58
Original Issue Discount	58
Bond Premium	59
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	59
NO RATING OR CREDIT ENHANCEMENT	60
VALIDATION	60
LITIGATION	60
The District	60
The Developer	60
CONTINUING DISCLOSURE	61
UNDERWRITING	61
LEGAL MATTERS	62
AGREEMENT BY THE STATE	62
FINANCIAL STATEMENTS	62
EXPERTS AND CONSULTANTS	63
CONTINGENT AND OTHER FEES	63
MISCELLANEOUS	63

APPENDIX A –	ENGINEER’S REPORTS APPENDIX B –	ASSESSMENT REPORTS
APPENDIX C –	COPY	OF	MASTER	INDENTURE	AND	FORM	OF	SECOND SUPPLEMENTAL INDENTURE
APPENDIX D –	FORM OF OPINION OF BOND COUNSEL
APPENDIX E –	FORM OF CONTINUING DISCLOSURE AGREEMENT
APPENDIX F --	[AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2025]

LIMITED OFFERING MEMORANDUM
relating to
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT
(City of Gainesville, Florida)

$	 Capital Improvement Revenue Bonds, Series 2026 (Assessment Area Two) 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 2026 (Assessment Area Two) (the “Series 2026 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”), enacted on August 1, 2019. The Series 2026 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 Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a Second Supplemental Trust Indenture dated as of May 1, 2026 (the “Second 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 2026 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 Master Indenture and form of Second 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 2026 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.” THEREFORE, PROSPECTIVE INVESTORS SHOULD RELY UPON THE INFORMATION

	Preliminary, subject to change.

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 financing, funding, planning, establishing, acquiring, 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 2026 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 2026 Project”), paying certain costs associated with the issuance of the Series 2026 Bonds, paying interest to become due on the Series 2026 Bonds, and making a deposit into the Series 2026 Reserve Account to be held for the benefit of all of the Series 2026 Bonds.
The Series 2026 Bonds are payable from and secured by the revenues derived by the District from the Series 2026 Assessments and amounts in the Funds and Accounts (except for the Series 2026 Rebate Account) established by the Second Supplemental Indenture. Series 2026 Assessments (as defined in the Second Supplemental Indenture) will be initially levied and collected on an equal per acre basis on the approximately 39 acres within Phase 3 of the Development planned to include 115 residential units. See, “ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS” herein and “APPENDIX B – ASSESSMENT
REPORTS” attached hereto.
The Series 2026 Assessments represent an allocation of the Costs of the Series 2026 Project, including bond financing costs, to Assessment Area Two in accordance with the Master Assessment Methodology (the “Master Report”), as supplemented by the [Supplemental Assessment Methodology, Phase 3] (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 Second Supplemental Indenture to mean, collectively, any Series 2026 Assessment Principal and Series 2026 Assessment Interest which are deposited by the District with the Trustee on or after May 1 of the year in which such Series 2026 Assessment Principal and Series 2026 Assessment Interest has, or would have, become delinquent under State law or the Series 2026 Assessment Proceedings applicable thereto.
The District covenants and agrees in the Indenture that other than Refunding Bonds issued to refund the then Outstanding Series 2026 Bonds, the issuance of which results in net present value Debt Service savings, the District shall not, while any Series 2026 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2026 Trust Estate. The District further covenants and agrees in the Indenture that so long as the Series 2026 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 2026 Assessments; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2026 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 Second Supplemental Indenture to mean the date on which the principal amount of the Series 2026 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2026 Bonds is levied on tax parcels within Assessment Area Two with respect to which a certificate of occupancy has been issued for a structure thereon, 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 Series 2026 Project) and the components thereof, the Development, and Finley 3 Partners, LLC, a Florida limited liability company (the “Developer”), together with summaries of the terms of the Indenture, the Series 2026 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 statutes and all references to the Series 2026 Bonds are qualified by reference to the definitive form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and form of Second 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 2026 Bonds are not subject to registration under the Securities Act of 1933, as amended (the “Securities Act”), the Underwriter has determined that the Series 2026 Bonds are not suitable for investment by persons other than, and, as required by Chapter 189, Florida Statutes, will offer the Series 2026 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 2026 Bonds. Prospective investors in the Series 2026 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 2026 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 2026 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 2026 Bonds. Prospective investors are encouraged to request such additional information, and ask such questions. Such requests should be directed to:
Brett Sealy
MBS Capital Markets, LLC 152 Lincoln Avenue Winter Park, Florida 32789 Ph: (407) 622-0130

[Remainder of page intentionally left blank]

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 special-purpose, 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) 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 (v) 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 assessment 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.

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, Supervisors were appointed by the Ordinance. The Act provides that, at a meeting of the landowners held within ninety (90) days of establishment of the District, Supervisors must be elected by the landowners with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors to serve for a two-year term. 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 ninety (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 State 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.

below.

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

Name	Title	Term Expires	
Ginney (Virgina) Patterson	Chairperson	November 2028	
Cale Rogers†	Vice Chair	November 2026	
Hank Taylor	Assistant Secretary	November 2028	
Allyson Aldana †	Assistant Secretary	November 2026	
Tonia Grieve †	Assistant Secretary	November 2026	

†	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 chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a District Manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board.
The District has retained PFM Management Services LLC (the “District Manager”) to serve as its District Manager. The District Manager’s office is located at 3501 Quadrangle Boulevard, Suite 270, Orlando, Florida 32817 and their phone number is (407) 723-5900.
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; Kutak Rock LLP, Tallahassee, Florida, as District Counsel; NV5, 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 2026 Bonds. PFM Financial Advisors LLC has not been engaged to provide advice regarding the structuring or pricing of the Series 2026 Bonds.
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PRIOR DISTRICT INDEBTEDNESS
On January 31, 2020, the District issued its $3,075,000 Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) (the “Series 2020 Bonds”) to acquire and/or construct a portion of the initial phase of the District’s capital improvement plan (the “Finley Woods Projects – Phase 1”) in the estimated amount of $2.6 million. The Series 2020 Bonds are currently outstanding in the principal amount of $2,770,000. The assessments securing the Series 2020 Bonds have been fully allocated to 133 lots within Phases 1C and 2 (the “Series 2020 Assessment Area”), which is a separate and distinct area from the Series 2026 Assessment Area on which the Series 2026 Assessments are levied.
THE CAPITAL IMPROVEMENT PROGRAM AND SERIES 2026 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 was originally estimated to cost approximately $10.2 million. The capital improvements described in the CIP will be constructed in multiple phases over time. The initial phase of the public CIP was estimated to cost approximately $5.3 million and includes the costs allocable to Phase 1C and Phase 2 of the District (the “Finley Woods Projects – Phase 1”). The District issued its Series 2020 Bonds to acquire and/or construct a portion of the Finley Woods Projects – Phase 1 in the estimated amount of $2.6 million.
The final phase of the CIP is estimated to cost approximately $7.1 million and consists of stormwater management, utilities (water and sewer), roadway, landscaping, entry features and signage and contingency. Detailed information concerning the Series 2026 Project is contained within the Second Supplemental Engineer’s Report dated February 2026 (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 composite APPENDIX A. A summary of the estimated costs of the Series 2026 Project is set forth in the table below.

Infrastructure	Series 2026
Project	
Stormwater Management	$1,222,179	
Utilities (Water and Sewer)	$2,086,567	
Roadway	$2,850,512	
Landscaping	$150,000	
Entry Features and Signage	$100,000	
Contingency	$927,639	
TOTAL	$7,111,897	

Proceeds of the 2026 Bonds will be utilized to acquire and/or construct a portion of the Series 2026 Project in the approximate amount of $2.0 million. The District currently does not intend to issue any additional Series of Bonds to fund additional portions of the Series 2026 Project. The remainder of the Series 2026 Project not funded with proceeds of the Series 2026

Bonds is anticipated to be funded with equity contributions and a bank loan, as described further herein. In connection with the issuance of the Series 2026 Bonds, the District and the Developer will enter into a Completion Agreement whereby the Developer will agree to complete any portions of the Series 2026 Project not funded with proceeds of the Series 2026 Bonds. The District cannot make any representation that the Developer will have sufficient funds to complete the Series 2026 Project.
ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS
The District’s Methodology Consultant has prepared the Master Assessment Methodology dated September 12, 2019 (the “Master Report”) attached hereto as APPENDIX B 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] dated   , 2026, (the “Supplemental Report,” and together with the Master Report, the “Assessment Reports”) that allocates the Series 2026 Assessments in proportion to the benefit derived from the Series 2026 Project.
Initially, the Series 2026 Assessments securing the Series 2026 Bonds will be levied on an equal per acre basis on the lands within Phase 3 of the Development consisting of approximately thirty-nine (39) acres that are planned to include 115 residential units (“Assessment Area Two”). Pursuant to the allocation methodology set forth in the Assessment Report, the Series 2026 Assessments levied in connection with the 2026 Bonds will then be allocated to platted units as the lands within Assessment Area Two are platted. The Series 2026 Bonds have been sized to correspond to the collection of Series 2026 Assessments from the 115 residential lots planned within Assessment Area Two.
The table below illustrates the estimated principal and annual Series 2026 Assessments for the various product types planned within the lands expected to be allocated to the Series 2026 Assessments as described above.

Est. Series 2026	Est. Series 2026 Bonds	
Bonds Principal	Gross Annual Assessment	
 Product Type			Per Unit			Per Unit		
Single-Family 50’	$19,934	$1,500	
Single-Family 60’	23,921	1,800	

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THE DEVELOPMENT
The following 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 2026 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 of such information. At the time of the issuance of the Series 2026 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 state 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 2026 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 recourse for the Developer’s failure to pay or otherwise comply with its obligations to the District is limited to its ownership interest in the land subject to the Series 2026 Assessments.
Overview
Finley 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.
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 248 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 1A and Phase 1B 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 1A and Phase 1B 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 1C, Phase 2, and Phase 3 planned for 248 single-family residential units. Horizontal infrastructure improvements for the forty (40) lots in Phase 1C situated south of SW 62nd Avenue are complete and all forty (40) homes therein have been constructed and sold to end-users. Horizontal infrastructure improvements in Phase 2 located north of SW 62nd Avenue are complete. Of the ninety-three (93) residential lots therein, seventy-five homes have been constructed and sold to end users with the remaining eighteen (18) residential lots currently owned by D.R. Horton and
T. J. Williams Jr. Inc., an entity affiliated with Tommy Williams Homes See --’Land Acquisition/Development Financing’ below.
As described in more detail herein under the heading “ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS” the Series 2026 Assessments levied in connection with the Series 2026 Bonds are levied on the lands constituting Phase 3 of the Development located within the District’s boundaries and planned for 115 single-family residential units. The landowner and developer of Assessment Area Two is Finley 3 Partners, LLC (the “Developer”), a Florida limited liability company, as more fully described under the heading “THE DEVELOPER.” It is the intent of the Developer to develop and sell lots in Phase 3 to D.R. Horton, an active homebuilder in the Development, as discussed in more detail under the heading “Lot Sales/Builder Contract Activity.”
Land Acquisition/Development Financing
In March 2025, the Developer acquired the approximately thirty-nine (39) acres constituting Phase 3 of the Development from Finley Woods Development, LLC and WWB Real Estate Investment, LLC, in which Tommy Williams, Jr. of Tommy Williams Homes, an active homebuilder in the Development, holds membership interests in each, for a purchase price of approximately $4.025 million in cash.
The Developer obtained financing for the development of the lands constituting Assessment Area Two in the form of a construction loan provided by Seacoast National Bank (the “Lender”) in the principal amount of $7.747 million (the “Loan”) which is currently outstanding in the amount of [$X].  The Loan is secured by a Mortgage, Assignment of Rents, Security

Agreement and Fixture Filing dated as of November 20, 2025 (the “Mortgage”), which currently encumbers all of the lands within Assessment Area Two.
The Loan is governed by a Loan Agreement dated September 2025 (the “Loan Agreement”), between the Developer and the Lender. Pursuant to the Loan Agreement, the Loan is subject to the required minimum cumulative principal repayments regardless of whether any lots have been sold as follows: (i.) $1,984,694 upon completion of construction and issuance of the Series 2026 Bonds; (ii) $2,582,333 in January 2027; (iii.) $5,164,666 in May 2027; and (iv) $7,747,000 at maturity on November 20, 2027. The Loan bears interest at a “1 Month Term SOFR” and shall be determined prior to the commencement of each interest payment period, with interest payable monthly until maturity in September, 2027. The interest rate shall never be less than four percent (4%) or more than the lessor of (i) eighteen percent (18%) or (ii) the maximum interest rate allowable under applicable law. In accordance with the Loan Agreement, the Lender will partially release the lien of the Mortgage from individual lots upon payment of the release price equal to the greater of ninety-five percent (95%) of the net cash sale proceeds from the sale of each lot within Assessment Area Two or $109,820. The proceeds of the Series 2026 Bonds and any lot release prices paid by the Developer shall be credited towards the minimum cumulative principal repayments.
Upon issuance of the Series 2026 Bonds, the District, the Developer and the Lender will enter into an agreement whereby the Lender will acknowledge the superiority of the lien of the Series 2026 Assessments to the Mortgage and grant to the District a license to use the development and contract rights collaterally assigned to it that would be necessary to complete development of Assessment Area Two in the event of a failure by the Developer to pay the Series 2026 Assessments (the “Mortgagee License”), provided the use of such Mortgagee License is not in a manner inconsistent with the continued rights of the Lender. See “SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2026 BONDS – Developer Agreements “ herein.
As discussed further herein, development activities in Phase 3 of the Development and constituting Assessment Area Two have commenced with completion anticipated in the third quarter of 2026. As of March 20, 2026, the Developer estimates that it had spent approximately
$7,515,900 million on development-related expenditures pertaining to Assessment Area Two. Proceeds of the Series 2026 Bonds will be used to construct a portion of the Series 2026 Project in the approximate amount of $2.0 million. The District does not currently intend to issue any additional Series of Bonds to fund additional portions of the Series 2026 Project for Assessment Area Two. In addition to the Series 2026 Bonds, the Developer anticipates using proceeds of the Loan and equity to fund the remaining development costs for Assessment Area Two.
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. Phase 1A and Phase 1B, located outside of the District’s boundaries, include fifty-five (55) residential units. Within the District, Phase 1C includes forty (40) residential units and Phase 2 includes ninety-three (93) residential lots and Phase 3, constituting Assessment Area Two, is planned for 115 residential lots, for an aggregate of 248 residential units. The remaining density is planned for 169 multi-family units located outside of the District boundaries but within the Development. [Status of MF Units?]
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. [Status?]
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 3 of the District planned for 115 single-family units and constituting Assessment Area Two. Further, the Developer has obtained all necessary permits and approvals for the infrastructure to serve Phase 3 of the District. A final plat for Phase 3 is anticipated to be recorded in the third quarter of 2026.
Upon issuance of the Series 2026 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.
Environmental
The Developer commissioned a Phase I Environmental Site Assessment (the “Phase 1 ESA”) from the Partin Group for the acreage constituting Assessment Area Two. 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 248 residential units. The information in the table below depicts the number of units by product type for Phase 3 in the District comprising Assessment Area Two, which information is subject to change.

     Product Type			Phase 3		
Single-Family 50’	83	
Single-Family 60’		32		

Total	115
Development activities for Phase 1C and 2 are complete with home sale, construction and closing activities currently underway. As of March 20, 2026, 115 homes of the 133 residential units within Phases 1C and 2 of the District had closed with retail buyers. Development activities in Phase 3 are underway with completion anticipated in the third quarter of 2026.
Lot Sales/Builder Contract Activity
D.R. Horton, Inc., a Delaware corporation (“D.R. Horton”), has entered into a lot purchase agreement with the Developer for the purchase of all 115 finished lots within Assessment Area Two (the “D.R. Horton Contract”). The total finished lot purchase price for a single-family 50’ lot is $135,000 and $147,000 for a single-family 60’, subject to an escalator of five percent (5.0%) commencing after the first takedown and continuing for each takedown thereafter. A total deposit in the amount of $1,592,100 has been provided and will be applied as a credit to the purchase price of each lot at each lot closing. The D.R. Horton Contract provides for the deposit to be released to the Developer for the development of the Development conditioned upon executing a mortgage securing the entire deposit, which has occurred.
Pursuant to the D.R. Horton Contract, all finished lots will be delivered to D.R. Horton with all necessary zoning and concurrency requirements such that each single-family lot is ready for immediate issuance of a building permit. Further, pursuant to the D.R. Horton Contract, the development obligations required for issuance of a building permit for Phase 3 shall in good faith efforts be completed within seventeen (17) months after the Developer purchased the land which occurred in March 2025. If the Developer does not meet the date of completion, D.R. Horton has the right to terminate the D.R. Horton Contract and receive a return of its deposit. Development of the Phase 3 lots is underway with completion anticipated in the third quarter of 2026. Additional provisions under the D.R. Horton Contract include but are not limited to the Developer constructing the entry feature prior to the initial closing.
The first takedown will consist of twenty-seven (27) residential lots in Phase 3 and will occur the later of thirty (30) days following the substantial completion date for the Phase 3 lots or the date D.R. Horton issues a notice of suitability. The second and third takedowns will each consist of twenty-two (22) residential lots and will occur on or before the date that is four (4) months following the prior takedown. The fourth takedown consisting of twenty-two (22) residential lots shall occur no later than three (3) months following the prior takedown and the final takedown of the remaining lots shall occur no later than three (3) months thereafter.
D.R. Horton trades on the New York Stock Exchange under the symbol DHI. As a publicly traded company on the New York Stock Exchange, D.R. Horton is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements, and other information with the SEC. The registration statements and these other SEC filings are available at the SEC’s website at www.sec.gov. All documents subsequently filed by D.R. Horton pursuant to the requirements

of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection as described above.
Projected Absorption
As previously discussed herein, the Developer has entered into the D.R. Horton Contract for the purchase of all 115 single-family homesites within Phase 3 of the Development. The following table sets forth the Developer’s anticipated pace of lot closings for all planned residential units within Assessment Area Two which is subject to change.

Product Type		2026		2027		Total	
Single-Family 50’						83	
Single-Family 60’						32	
Total	115
Home sales activity within Assessment Area Two is anticipated to commence in the first quarter of 2027. The following table sets forth the anticipated pace of home closings to retail buyers in Assessment Area Two.

Product Type		2027		2028		Total	
Single-Family 50’		32		49]		83	
Single-Family 60’		23		11		32	
Total		55		60		115	

Although the projected absorption rates shown above are based upon estimates and assumptions made by the Developer, and although considered reasonable by the Developer utilizing historical data, and taking into account current market conditions, it is nonetheless inherently uncertain and subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Developer. In particular, historical data will likely not be indicative of future market conditions. The Developer cannot predict with certainty the pace of new home sales and deliveries, whether there could be a significant slowing of new home sales in the future as a result of market conditions, and the extent to which such market conditions might impact sales within the Development. As a result, there can be no assurance that the indicated absorption rates will occur or be realized in the manner set forth herein.
Model Homes/Home Sales
As previously discussed, D.R. Horton is an active builder within Phase 2 of the Development and has contracted for the purchase of all 115 residential lots within Phase 3 of the District and constituting Assessment Area Two. It is anticipated that D.R. Horton will construct two (2) model homes within Assessment Area Two with construction anticipated to commence in the fourth quarter of 2026. Home sales activities within Phase 3 of the Development are anticipated to commence in the first quarter of 2027.

Residential Product Offerings
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 connecting the entire neighborhood. D.R. Horton has established a presence in the community, offering their traditional series with homes ranging in size from 1,982 square feet to 3,209 square feet and home prices starting from the low $400s. The table below illustrates the current product type and pricing information for the homes that are currently being offered within Assessment Area Two, which information is subject to change.

Est. Avg.		Est. Avg.	
Product Type		Square Footage		Home Price	
Single-Family 50’		2,229		$429,142	
Single-Family 60’		2,229]		$429,142	
Recreational Amenities
The Development includes a clubhouse, pool facility, open space and a small playground area, all located in Phase 1C of the Development. Construction of the recreational facilities is complete and has been conveyed to the homeowner’s association established for Phases 1 and 2 of the Development. Phase 3 will be governed by a separate homeowner’s association; however, pursuant to an amenities use agreement, residents of Phase 3 of the Development will have access to the recreational amenities.
Marketing
The marketing for the 115 homes planned within Phase 3 of Development and constituting Assessment Area Two will be managed by D.R. Horton who will continue to market their presence in the Development. D.R. Horton has employed its own webpage within its existing website dedicated to the Development which can be accessed by visiting www.drhorton.com/florida/west-central-florida/gainesville/finley-woods. In addition, D.R. Horton anticipates constructing two (2) model homes within Phase 3 of the Development.
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 ‘C’ and ‘A’ rating, respectively, for 2025 from the Florida Department of Education (“FDOE”). Gainesville High School is situated approximately eight (8) miles northeast of the Development and received an ‘A’ 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 Assessment Area Two will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2026 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 22.1474 mills. Accordingly, by way of example, the annual property taxes for a $450,000 assessed value home would be $9,966.
Homeowner’s Association Fee. All homeowners in Assessment Area Two will be subject to annual homeowners’ association (“HOA”) fees for recreational amenities, landscaping, common ground maintenance as well as operation and maintenance of the HOA-owned facilities. The HOA’s fees will vary annually based on the adopted budget by the HOA for a particular year. The estimated monthly HOA fee at build-out for the residential units planned within Assessment Area Two by product-type is as follows:
Unit Type	HOA Fee at Build Out
Single-Family 50’	$175
Single-Family 60’	$175

Single-Family 50’		$19,934		$1,500		[$X]	
Single-Family 60’		23,921		1,800		[$X]	

District Special Assessments. All homeowners residing in Assessment Area Two of the District will be subject to the Series 2026 Assessments levied in connection with the Series 2026 Bonds. In addition to the Series 2026 Assessments, all property owners within Assessment Area Two will be subject to annual operation and maintenance assessments (“O&M 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 aforementioned estimated Series 2026 Assessments and O&M Assessments at buildout that will be levied by the District for each of the respective product types within Assessment Area Two.

Est. Series 2026	
Est. Series 2026	Bonds Gross	
Bonds Principal	Annual Debt	Est. O&M Assessments	
Unit Type	Per Unit	Service Per Unit*	at Buildout	

* Includes gross up for early payment discount allowance and costs of collection, which are subject to change.

Competition
Based upon the target demographic and location of the Development, it is anticipated that competition for Development will primarily come from Oakmont (Parker Road CDD) and D.R. Horton’s Oak Preserve and Terra Vista communities.
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
The landowner and developer of the lands within Assessment Area Two is Finley 3 Partners, LLC, a Florida limited liability company (the “Developer”). The Developer is a special purpose entity that was organized on March 11, 2025, and whose primary asset is its interest in Assessment Area Two. The membership interests in the Developer are held equally by Irvin Family Holdings, LLC, Roy T, Boyd, III Living Trust, Shanna Nicole Reyes and Gregory Ryan Cockman. The Developer is managed by Mark Irvin and Roy T, Boyd, III. Biographies for Mark Irvin and Thad Boyd are set forth below.
Thad Boyd is the founder and CEO of the Boyd Group, a real estate development and investment firm, based in Ocala, Florida. Founded in 1996, the company focuses on residential, commercial and industrial development throughout Central Florida with operations across development, brokerage, and property management. The Boyd Group and its team have developed over 20,000,000 square-feet of office, retail, industrial and multi-family properties and delivered over 3,000 residential lots including residential lots within JR Ranch by D.R. Horton, Bellechase and Watula Townhomes.
Mark Irvin is the owner and managing member of Irvin Homes. Founded in 2009, Irvin Homes is a custom luxury homebuilder based in Ocala, Florida with construction activity in Central Florida, including Marion County, Lake County, Seminole County, Orange County, and Volusia County. The homebuilder focuses on high-end custom residences and has built homes within premier communities including Bellechase, Country Club of Ocala, Golden Ocala Golf and Equestrian Club, Jumbolair Aviation Estates, Legendary Trails, Woodfields, and Via Paridisus.

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DESCRIPTION OF THE SERIES 2026 BONDS
General Description
The Series 2026 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 2026 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.
The Series 2026 Bonds will be dated as of their date of issuance and will bear interest payable on each May 1 and November 1, commencing November 1, 2026 (each, an “Interest Payment Date”), which interest shall be computed on the basis of a 360-day year comprised of twelve (12) thirty- (30) day months. The Series 2026 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 2026 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 2026 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 Trust Company, National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent, unless the Series 2026 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 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 2026 Bonds). During any period that a Series 2026 Bond is registered in the name of Cede & Co., as nominee of DTC, the provisions of the Second Supplemental Indenture relating to the book-entry only system shall apply, including the payment provisions thereof.
The Series 2026 Bonds will initially be registered in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), which will act initially as securities depository for the Series 2026 Bonds and, so long as the Series 2026 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 DTC and its book-entry only system.
Redemption Provisions for Series 2026 Bonds
Optional Redemption. The Series 2026 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20   at the Redemption Price of the principal amount of the Series 2026 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.
Mandatory Redemption in Part. The Series 2026 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 2026 Sinking Fund Account established under the Second 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	Installment
$

*

*Final maturity
The Series 2026 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 2026 Sinking Fund Account established under the Second 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	Installment
$

*

*Final maturity
As more particularly set forth in the Indenture, any Series 2026 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 2026 Bonds. Amortization Installments are also subject to recalculation, as provided in the Second Supplemental Indenture, as the result of the redemption of Series 2026 Bonds other than from scheduled Amortization Installments so as to reamortize the remaining Outstanding principal balance of the Series 2026 Bonds as set forth in the Second Supplemental Indenture.
Extraordinary Mandatory Redemption in Whole or in Part. The Series 2026 Bonds are subject to extraordinary mandatory redemption prior to maturity in whole or in part on any Redemption Date at the Redemption Price of 100% of the principal amount thereof, without premium, 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 2026 Project, by application of moneys transferred from the Series 2026 Acquisition and Construction Account to the Series 2026 Prepayment Subaccount as provided for in the Indenture; or
from amounts, including Series 2026 Prepayments, required by the Indenture to be deposited into the Series 2026 Prepayment Subaccount; or
from amounts transferred from the Series 2026 Reserve Account to the Series 2026 Prepayment Subaccount resulting from a reduction in the Series 2026 Reserve Account Requirement as provided for in the Indenture; or
on the date on which the amount on deposit in the Series 2026 Reserve Account, together with other moneys available therefor, is sufficient to pay and redeem all of the Series 2026 Bonds then Outstanding, including accrued interest thereon.
If less than all of the Series 2026 Bonds shall be called for redemption, the particular Series 2026 Bonds or portions of Series 2026 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 and Effect of Redemption
Notice of each redemption of Series 2026 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 date of redemption to each registered Owner of Series 2026 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 2026 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 2026 Bonds or such portions thereof on such date, interest on such Series 2026 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2026 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 2026 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.
Book-Entry Only System
THE INFORMATION IN THIS CAPTION CONCERNING DTC AND DTC’S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM DTC AND NEITHER THE DISTRICT NOR THE UNDERWRITER MAKES ANY REPRESENTATION OR WARRANTY OR TAKES ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.
DTC will act as securities depository for the Series 2026 Bonds. The Series 2026 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 DTC. One fully-registered bond certificate will be issued for each maturity of the Series 2026 Bonds and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (the “Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, 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 DTC 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”). DTC has a Standard and Poor’s rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission (“SEC”). More information about DTC can be found at www.dtcc.com.
Purchases of the Series 2026 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2026 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2026 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC 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 2026 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 2026 Bonds, except in the event that use of the book-entry system for the Series 2026 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2026 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2026 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2026 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2026 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 DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements 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 DTC. If less than all of the Series 2026 Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2026 Bonds, as the case may be, to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2026 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2026 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 2026 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from the District or the Bond 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 DTC, the Bond 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 DTC) is the responsibility of the District and/or the Paying Agent for the Series 2026 Bonds. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of the Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Series 2026 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 2026 Bond certificates are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Series 2026 Bond certificates will be printed and delivered to DTC.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2026 BONDS, AS NOMINEE OF DTC, REFERENCE HEREIN TO THE OWNER OF THE SERIES 2026 BONDS OR REGISTERED OWNER OF THE SERIES 2026 BONDS SHALL MEAN DTC AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2026 BONDS.
The information in this section concerning DTC and DTC’s book entry system has been obtained from sources that the District believes to be reliable, but takes no responsibility for the accuracy thereof.
NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DIRECT PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2026 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DIRECT PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2026 BONDS PAID TO DTC 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 DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.

SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026 BONDS
General
The Series 2026 Bonds are payable solely from and secured by the revenues derived by the District from the Series 2026 Assessments and amounts in the Funds and Accounts (except for the Series 2026 Rebate Account) established by the Second Supplemental Indenture. Series 2026 Assessments will be allocated as described under “ASSESSMENT METHODOLOGY AND ALLOCATION OF SERIES 2026 ASSESSMENTS” herein. The Series 2026 Assessments will secure the Series 2026 Bonds, the proceeds of which will be used to pay for the Costs of the Series 2026 Project. The Series 2026 Assessments will be levied on Assessment Area Two in accordance with the Assessment Reports, attached hereto as APPENDIX B.
NEITHER THE SERIES 2026 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 2026 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 2026 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2026 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2026 ASSESSMENTS AND THE SERIES 2026 PLEDGED FUNDS, AS PROVIDED IN THE SERIES 2026 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 2026 Acquisition and Construction Account and (ii) a Series 2026 Costs of Issuance Account; (b) within the Debt Service Fund, (i) a Series 2026 Debt Service Account and therein a Series 2026 Sinking Fund Account, a Series 2026 Interest Account and a Series 2026 Capitalized Interest Account and (ii) a Series 2026 Redemption Account and therein a Series 2026 Prepayment Subaccount and a Series 2026 Optional Redemption Subaccount; (c) in the Reserve Fund, a Series 2026 Reserve Account, which shall be held for the benefit of all of the Series 2026 Bonds, without distinction as to Series 2026 Bonds and without privilege or priority of one Series 2026 Bond over another; (d) within the Revenue Fund, a Series 2026 Revenue Account; and (e) within the Rebate Fund, a Series 2026 Rebate Account.

Series 2026 Reserve Account and Series 2026 Reserve Account Requirement
The Series 2026 Reserve Account Requirement is an amount equal to the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation, until such time as the Reserve Account Release Conditions #1 are met, at which time and thereafter tSeries 2026 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation, until such time as the Reserve Account Release Conditions #2 are met, at which time and thereafter, Series 2026 Reserve Account Requirement shall mean an amount equal to ten percent (10%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2026 Bonds, as of the time of any such calculation. On the date of initial issuance of the Series 2026 Bonds, the Series 2026 Reserve Account Requirement shall be $	.
“Reserve Account Release Conditions #1” is defined in the Second Supplemental Indenture to mean, collectively, that (a) all lots subject to the Series 2026 Assessments have been developed and platted, (b) all lots subject to the Series 2026 Assessments have been sold and closed by the Developer to homebuilders, (c) all Series 2026 Assessments are being collected pursuant to the Uniform Method, and (d) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2026 Bonds. The District Engineer shall provide a written certification to the District and the Trustee certifying that the event in clause (a) has occurred and the District Manager shall provide a written certification to the District and the Trustee certifying that the events in clauses (b) and (c) have occurred and affirming clause (d), on which certifications the Trustee may conclusively rely.
“Reserve Account Release Conditions #2” is defined in the Second Supplemental Indenture to mean, collectively, that (a) all of the Reserve Account Release Conditions #1 have been satisfied, (b) all homes within Assessment Area Two have been built and have received a certificate of occupancy, and (c) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2026 Bonds. The District Manager shall provide a written certification to the District and the Trustee certifying that the events in clauses (a) and (b) have occurred and affirming clause (c) has occurred and affirming clause (d), on which certifications the Trustee may conclusively rely.
The Series 2026 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2026 Reserve Account Requirement. Except as otherwise provided in the Indenture, amounts on deposit in the Series 2026 Reserve Account shall be used only for the purpose of making payments into the Series 2026 Interest Account and the Series 2026 Sinking Fund Account to pay Debt Service on the Series 2026 Bonds, when due, without distinction as to Series 2026 Bonds and without privilege or priority of one Series 2026 Bond over another, to the extent the moneys on deposit in such Accounts available therefor are insufficient and for no other purpose. The Series 2026 Reserve Account shall consist only of cash and Series 2026 Investment Obligations.

Anything in the Indenture to the contrary notwithstanding, 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 first Business Day preceding such forty-fifth (45th) day), an Authorized Officer of the District shall recalculate the Series 2026 Reserve Account Requirement and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2026 Reserve Account (a) resulting from Prepayments of Series 2026 Assessments into the Series 2026 Prepayment Subaccount and applied as a credit against the Prepayment otherwise required to be made by the owner of such lot or parcel subject to such Prepayment and thereafter applied to the extraordinary mandatory redemption of the Series 2026 Bonds, (b) resulting from a reduction of the Series 2026 Reserve Account Requirement as the result of either the Reserve Account Release Conditions #1 or the Reserve Account Release Conditions #2 being met into the Series 2026 Acquisition and Construction Account and used for the purposes of such Account, or (c) resulting from investment earnings as provided in the Second Supplemental Indenture.
On the earliest date on which there is on deposit in the Series 2026 Reserve Account sufficient moneys, after taking into account other moneys available therefor, to pay and redeem all of the Outstanding Series 2026 Bonds, together with accrued interest and redemption premium, if any, on such Series 2026 Bonds to the earliest Redemption Date permitted in the Indenture, then the Trustee shall transfer the amount on deposit in the Series 2026 Reserve Account into the Series 2026 Prepayment Subaccount to pay and redeem all of the Outstanding Series 2026 Bonds on the earliest Redemption Date permitted for redemption in the Indenture.
Amounts on deposit in the Series 2026 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 Second Supplemental Indenture authorizes and directs the Trustee to deposit any and all amounts required to be deposited in the Series 2026 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 2026 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.
The Trustee is required to deposit into the Series 2026 Revenue Account (i) Series 2026 Assessment Revenues other than Series 2026 Prepayments (which Series 2026 Prepayments shall be identified by the District to the Trustee as such in writing upon deposit, upon which certification the Trustee may conclusively rely, and which shall be deposited into the Series 2026 Prepayment Subaccount, (ii) Series 2026 Prepayment Interest, and (iii) and any other revenues required by other provisions of the Indenture to be deposited into the Series 2026 Revenue Account.

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 2026 Prepayment Subaccount, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2026 Revenue Account for deposit into the Series 2026 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the nearest integral multiple of $5,000 (provided that there are sufficient funds remaining in the Series 2026 Revenue Account to pay Debt Service coming due on the Series 2026 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2026 Bonds on the next succeeding Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2026 Prepayment Subaccount in accordance with the provisions for extraordinary mandatory redemption of the Series 2026 Bonds set forth in the form of Series 2026 Bonds attached to the Second Supplemental Indenture, the Second 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 2026 Capitalized Interest Account to the Series 2026 Interest Account the lesser of (i) the amount of interest coming due on the Series 2026 Bonds on such May 1 or November 1, less the amount already on deposit in the Series 2026 Interest Account, or (ii) the amount remaining in the Series 2026 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 2026 Revenue Account to the Accounts designated below in the following amounts and in the following order of priority:
FIRST, to the Series 2026 Interest Account, the amount, if any, equal to the difference between the amount of interest payable on all Series 2026 Bonds then Outstanding on such May 1 or November 1, and (i) the amount transferred from the Series 2026 Capitalized Interest Account in accordance with (d) above, if any, and (ii) the amount already on deposit in the Series 2026 Interest Account not previously credited;
SECOND, on May 1, 202_, and on each May 1 thereafter, to the Series 2026 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2026 Bonds subject to mandatory sinking fund redemption on such May 1 and the amount already on deposit in the Series 2026 Sinking Fund Account not previously credited;
THIRD, to the Series 2026 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2026 Reserve Account Requirement with respect to the Series 2026 Bonds; and

FOURTH, the balance shall first be deposited into the Series 2026 Costs of Issuance Account to fund any deficiencies in the amount allocated to pay the costs of issuance relating to the Series 2026 Bonds, and then the balance shall be retained in the Series 2026 Revenue Account.
On any date required by the Arbitrage Certificate, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2026 Revenue Account to the Series 2026 Rebate Account the amount due and owing to the United States, which amount shall be paid to the United States when due in accordance with such Arbitrage Certificate.
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 2026 Bonds shall be invested only in Series 2026 Investment Obligations. Earnings on investments in the Series 2026 Acquisition and Construction Account, the Series 2026 Interest Account and the Series 2026 Capitalized Interest Account shall be retained, as realized, in such Accounts and used for the purposes of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2026 Reserve Account, and other than as set forth in the Second Supplemental Indenture, shall be deposited, as realized, to the credit of the Series 2026 Revenue Account and used for the purpose of such Account.
Earnings on investments in the Series 2026 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 2026 Reserve Account as of the most recent date on which amounts on deposit in the Series 2026 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2026 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2026 Reserve Account shall be deposited into the Series 2026 Capitalized Interest Account through November 1, 2026, and thereafter shall be deposited into the Series 2026 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 2026 Reserve Account as of the most recent date on which amounts on deposit in the Series 2026 Reserve Account were valued by the Trustee, or if after such date withdrawals have been made from the Series 2026 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2026 Reserve Account shall be retained in the Series 2026 Reserve Account until the amount on deposit therein is equal to the Series 2026 Reserve Account Requirement, and then earnings on investments in the Series 2026 Reserve Account shall be deposited into the Series 2026 Capitalized Interest Account through November 1, 2026, and thereafter shall be deposited into the Series 2026 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 2026 Reserve Account made pursuant to the Second Supplemental Indenture.
Developer Agreements
The Developer will enter into a completion agreement (the “Completion Agreement”) with the District that will obligate it to complete the portion of the Series 2026 Project not funded with proceeds of the Series 2026 Bonds. See “BONDOWNERS’ RISKS” herein. The Developer will also enter into a true-up agreement (the “True-Up Agreement”) whereby, generally stated, the Developer, or its successors in interest, will agree to pay any shortfall in Series 2026 Assessments resulting from fewer than the 115 planned units being platted and developed in Assessment Area Two, as set forth in more detail in the Assessment Reports.
In addition, the Developer will execute and deliver to the District (i) a Collateral Assignment Agreement (the “Collateral Assignment”), pursuant to which the Developer will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Developer, development rights relating to the Series 2026 Project and
(ii) the Mortgagee License (See “THE DEVELOPMENT – Land Acquisition/Development Financing” herein). Notwithstanding such Collateral Assignment and Mortgagee License, in the event the District forecloses on lands in the Series 2026 Project area subject to the Series 2026 Assessments as a result of the Developer’s, a Builder’s or any other landowner’s failure to pay such assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the Series 2026 Project or the development of Assessment Area Two.
The obligations of the Developer under the Completion Agreement and the True-Up Agreement are unsecured obligations.
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 True-Up Agreement and the Completion 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 may, subject to the provisions of Section 912 of the Master Indenture, 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 True-Up Agreement and Completion 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 2026 Acquisition and Construction Account upon Occurrence of Event of Default
In accordance with the provisions of the Indenture, the Series 2026 Bonds are payable solely from the Series 2026 Pledged Revenues and the Series 2026 Pledged Funds held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the District acknowledges in the Second Supplemental Indenture that (a) the Series 2026 Pledged Funds include, without limitation, all amounts on deposit in the Series 2026 Acquisition and Construction Account then held by the Trustee, (b) upon the occurrence of an Event of Default with respect to the Series 2026 Bonds, the Series 2026 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2026 Project or otherwise) without the written 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 2026 Project and payment is for such work and (c) upon the occurrence of an Event of Default with respect to the Series 2026 Bonds, the Series 2026 Pledged Funds may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay the reasonable 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 2026 Project that will cause the expenditure of additional funds from the Series 2026 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 2026 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 2026 Bonds. Notwithstanding anything to the contrary in the Indenture, and unless otherwise directed by the Majority Owners of the Series 2026 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 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 2026 Assessment, then such Series 2026 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 2026 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 2026 Bonds then Outstanding, declare the entire unpaid balance of such Series 2026 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 in the Indenture to furnish, at its expense, to any Owner of Series 2026 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 2026 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 2026 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 2026 Revenue Account.
If any property shall be offered for sale for the nonpayment of any Series 2026 Assessment and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2026 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 2026 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 2026 Bonds; provided that the Trustee shall have the right, acting at the direction of the Majority Owners of the Series 2026 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 2026 Revenue Account. 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 Series 2026 Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Series 2026 Bonds then Outstanding.

Additional Covenants Regarding Series 2026 Assessments
In the Indenture, the District covenants to comply with the terms of the Series 2026 Assessment Proceedings heretofore adopted with respect to the Series 2026 Assessments, including the Assessment Reports, and to levy the Series 2026 Assessments and collect 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 2026 Bonds, when due.
Limitation on Parity Bonds
The District covenants and agrees in the Second Supplemental Indenture that other than Refunding Bonds issued to refund the then Outstanding Series 2026 Bonds, the issuance of which results in net present value Debt Service savings, the District shall not, while any Series 2026 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2026 Trust Estate. The District further covenants and agrees that so long as the Series 2026 Assessments have not been Substantially Absorbed, it will not impose Assessments for capital projects on any lands subject to the Series 2026 Assessments; without the written consent of the Majority Owners. Notwithstanding the immediately preceding sentence, the District may impose Assessments on property subject to the Series 2026 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 Second Supplemental Indenture to mean the date on which the principal amount of the Series 2026 Assessments equaling at least ninety percent (90%) of the then Outstanding principal amount of the Series 2026 Bonds is levied on tax parcels within Assessment Area Two with respect to which a certificate of occupancy has been issued for a structure thereon, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.
Events of Default
Each of the following events is declared an Event of Default with respect to the Series 2026
Bonds:
Any payment of Debt Service on the Series 2026 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 2026 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;
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 2026 Assessments pledged to the Series 2026 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 2026 Reserve Account to pay Debt Service on the Series 2026 Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners of the Series 2026 Bonds, actually withdraw such funds from the Series 2026 Reserve Account to pay Debt Service on the Series 2026 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 2026 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 2026 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 Series 2026 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 2026 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 2026 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 2026 Bonds were issued by the District, the Owners of the Series 2026 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 2026 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 2026 Assessments, the then Outstanding Series 2026 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 2026 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 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 2026 Assessments, the Series 2026 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 2026 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 2026 Assessments related to the Series 2026 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 2026 Assessments relating to the Series 2026 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 1111(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 2026 Assessments relating to the Series 2026 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 2026 Assessments pledged to the Series 2026 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 provisions 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 rights or consents with respect to the Series 2026 Assessments relating to the Series 2026 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 2026 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 2026 Assessments is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2026 Assessments when it might have done so, the District shall either: (i) take all necessary steps to cause a new Series 2026 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 2026 Assessment from legally available moneys, which moneys shall be deposited into the Series 2026 Revenue Account. In case any such subsequent Series 2026 Assessment shall also be annulled, the District shall obtain and make other Series 2026 Assessments until a valid Series 2026 Assessment shall be made.

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ENFORCEMENT OF ASSESSMENT COLLECTIONS
General
The primary source of payment for the Series 2026 Bonds is the collection of the Series 2026 Assessments (“Special Assessments”) imposed on certain lands in the District specially benefited by the Series 2026 Project pursuant to the Assessment Proceedings relating to the Series 2026 Bonds (the “Series 2026 Assessment Proceedings”). See “ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS” herein and “APPENDIX B – ASSESSMENT REPORTS.”
The imposition, levy, and collection of Special Assessments must be done in compliance with the provisions of Florida law. Failure by the District, the Sarasota County Tax Collector (“Tax Collector”) or the Sarasota 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 Series 2026 Assessments, or complete inability to collect any 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 2026 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 2026 Bonds.
For the Special Assessments to be valid, the Special Assessments must meet two requirements: (1) the benefit from the Series 2026 Project to the lands subject to the Special Assessments must exceed or equal the amount of the Series 2026 Assessments, and (2) the Special Assessments must be fairly and reasonably allocated across all such benefited properties. The Certificates of the Methodology Consultant and District Engineer to be delivered upon the issuance of the Series 2026 Bonds, will certify that these requirements have been met 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 issuance, 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 2026 Assessments, the District may collect the Series 2026 Assessment Proceedings through a variety of methods. See “BONDOWNERS’ RISKS” herein. Initially, and for undeveloped properties, the District will directly issue annual bills to landowners requiring payment of the Series 2026 Assessments, and will enforce that bill through foreclosure proceedings. See “ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS” 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. 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 such as the Series 2026 Assessments and the ability to foreclose the lien of such Series 2026 Assessments upon the failure to pay such Series 2026 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 of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Special Assessments to be levied and then collected in this manner.
If the Uniform Method of collection 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 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. In other words, any partial prepayment by a landowner must be distributed in equal proportion to all taxing districts and levying authorities.
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 Series 2026 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 2026 Bonds.
Under the Uniform Method, if the Special Assessments are paid during November when due or during the following three (3) months, the taxpayer is granted a variable discount equal to four percent (4%) in November and decreasing one percentage point per month to one percent (1%) in February. No discount is given for payment in March or later. 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 2026 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 Special Assessment Proceedings to discharge the lien of the Series 2026 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 eighteen percent (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 interest, which is currently eighteen percent (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 five percent (5%), unless the rate borne by the certificates is zero percent (0%). 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.
For any holder, other than the County, a tax certificate expires seven years after the date of issuance, if a tax deed has not been applied for, and no other administrative or legal proceeding, including a bankruptcy, has existed of record. 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, 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.
Except for certain governmental liens, certain easements, 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
(3) years from the date the land was offered for public sale, unsold lands escheat to the County in which they are located, free and clear. All tax certificates, accrued taxes, and liens of any nature against the property are canceled and a tax 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 2026 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.

ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Sources:

Par Amount of Series 2026 Bonds	$
[Plus/Minus] [Net] [Bond Premium/Original Issue		 Discount]
Total Sources	$	

Uses:

Deposit to Series 2026 Acquisition and Construction Account	$ Deposit to Series 2026 Reserve Account
Deposit to Series 2026 Costs of Issuance Account Deposit to Series 2026 Capitalized Interest Account*
Underwriter’s Discount		
Total Uses	$	

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*	To be used to pay interest on the Series 2026 Bonds through November 1, 2026.

DEBT SERVICE REQUIREMENTS
The following table sets forth the scheduled debt service on the Series 2026 Bonds:
Period
Ending	Total Debt
November	Principal	Interest	Service 1

TOTAL

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 2026 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 2026 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 2026 Bonds. Prospective investors in the Series 2026 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 2026 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 2026 Bonds is the timely collection of the Series 2026 Assessments. Recourse for the failure of any landowner to pay the Series 2026 Assessments, or otherwise fail to comply with its obligations, is limited to the collection proceedings against the land, which proceedings differ depending on whether Series 2026 Assessments are being collected pursuant to the Uniform Method or directly by the District. The Series 2026 Assessments do not constitute a personal indebtedness of the landowners but are secured only by a lien on the land in Assessment Area Two. The District has not granted, and may not grant under State law, a mortgage or security interest on any land subject to the Series 2026 Assessments. Furthermore, the District has not pledged the revenues, if any, from the operation of any portion of the Series 2026 Project as security for, or a source of payment of, the Series 2026 Bonds. The Developer is not a guarantor of payment of any Series 2026 Assessments and the recourse for the Developer’s failure to pay the Series 2026 Assessments on any land owned by the Developer, 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 2026 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 2026 Assessments in the event that actions are taken to foreclose on any property in Assessment Area Two.
Bankruptcy and Related Risks
The various legal opinions to be delivered concurrently with the delivery of the Series 2026 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, the remedies specified by federal, State and local law and in the Indenture and Series 2026 Bonds, including, without limitation, enforcement of the obligation to

pay the Series 2026 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 2026 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 2026 Assessments, and (3) the inability of the District to foreclose the lien of the Series 2026 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 2026 Bonds.
Delay and Discretion Regarding Remedies
The remedies available to the owners of the Series 2026 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 2026 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 2026 Assessments, if the Series 2026 Assessments are not collected under the Uniform Method, a foreclosure may be commenced to collect the Delinquent Assessments. It is possible that there will not be sufficient funds to pay for the foreclosure and/or that funds on deposit under the Indenture may be used to pay such costs. Under the Code (hereinafter defined), there are limitations on the amount of the Series 2026 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 2026 Assessments is 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 2026 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 benefited land within the District as a result of implementation and development of the Series 2026 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 2026 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 2026 Bonds.
Landowner Challenge of Assessed Valuation
State law provides both administrative and judicial procedures whereby a taxpayer may contest the assessed valuation of his or her property determined by the Property Appraiser. If the individual property owner believes that his or her property has not been appraised at just value, the owner may (i) request an informal conference with the Property Appraiser to resolve the issue, (ii) file a petition with the clerk of the county value adjustment board, or (iii) appeal to the Circuit Court within sixty (60) days of the certification for collection of the tax roll or within sixty
(60) days of the issuance of a final decision by the value adjustment board. A petitioner before the value adjustment board who challenges the assessed value of property must pay all non-ad valorem assessments and make a partial payment of at least 75% of the ad valorem taxes, less any applicable discount, before the taxes become delinquent. Before any judicial action to contest a tax assessment may be brought, the taxpayer shall pay to the tax collector not less than the amount of the tax which the taxpayer admits in good faith to be owing. During any such proceeding, all procedures for the collection of the unpaid taxes are suspended until the petition or suit is resolved. This could result in a delay in the collection of Series 2026 Assessments which could have a material adverse effect upon the ability of the District to make full or punctual payment of the Debt Service on the Series 2026 Bonds.
Failure to Comply with Assessment Proceedings
The District is required to comply with statutory procedures in levying the Series 2026 Assessments. Failure of the District to follow these procedures could result in the Series 2026 Assessments not being levied or potential future challenges to such levy.
Other Taxes
The willingness and/or ability of a landowner within Assessment Area Two to pay the Series 2026 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 Two, impose additional taxes or assessments on the property within Assessment Area Two. County, municipal, school and special district taxes and assessments, including the Series 2026 Assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds, are payable at the same time when collected under the Uniform Method, except for partial payment schedules as may be provided by 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, the taxpayer cannot designate specific line items on the tax bill as deemed paid in full. Therefore, any failure by a landowner to pay any one line item, whether or not it is the Series 2026 Assessments, would result in such landowner’s assessments to not be collected to that extent, which could have a significant adverse impact on the District’s ability to make full or punctual payment of Debt Service on the Series 2026 Bonds.
The District may also impose additional assessments which could encumber the property burdened by the Series 2026 Assessments. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2026 Assessments. In addition, lands within the District may also be subject to assessments by property and homeowner associations.
Inadequacy of Reserve Account
Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2026 Assessments or a failure to collect the Series 2026 Assessments, but may not affect the timely payment of Debt Service on the Series 2026 Bonds because of the Series 2026 Reserve Account. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2026 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2026 Assessments, the Series 2026 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service on the Series 2026 Bonds could be materially adversely affected. Owners should note that although the Indenture contains the Series 2026 Reserve Account Requirement for the Series 2026 Reserve Account, and a corresponding obligation on the part of the District to replenish the Series 2026 Reserve Account to the Series 2026 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the Series 2026 Reserve Account. Moreover, the District will not be permitted to re-assess real property then burdened by the Series 2026 Assessments in order to provide for the replenishment of the Series 2026 Reserve Account.
Moneys on deposit in the Series 2026 Reserve Account may only 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 2026 Reserve Account to make up deficiencies or delays in collection of the Series 2026 Assessments.
Economic Conditions
The proposed development of Assessment Area Two 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 Assessment Area Two is anticipated to be developed as described herein, there can be no assurance that such development will occur or be realized in the manner currently anticipated.

Concentration of Land Ownership
Until further development and lot sales take place in Assessment Area Two, payment of the Series 2026 Assessments is substantially dependent upon their timely payment by the Developer. At closing of the sale of the Series 2026 Bonds it is expected that all of the lands within Assessment Area Two will 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 Assessment Area Two, delays could most likely occur in the payment of Debt Service on the Series 2026 Bonds. Such bankruptcy could negatively impact the ability of: (i) the Developer or any other landowner being able to pay the Series 2026 Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2026 Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of any Series 2026 Assessments not being collected pursuant to the Uniform Method. The Series 2026 Assessments levied on unplatted lands will be collected directly by the District and not via the Uniform Method unless, in an Event of Default, the Majority Owners of the Series 2026 Bonds direct the District as to the collection method for the Series 2026 Assessments.
Undeveloped Land
Assessment Area Two is not fully developed. The ultimate successful development thereof and the remainder of the District depends on several factors discussed herein. There is no assurance that the Developer and any other subsequent 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 its property within Assessment Area Two, 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 landowners within the District 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.
Bulk Sale of Land
The Developer or any other subsequent landowner may make bulk sales of all or a portion of the lands owned by it within Assessment Area Two 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 Assessment Area Two that is otherwise described herein. See “THE DEVELOPMENT – Lot Sales/Builder Contract Activity” herein.

Completion of Series 2026 Project
The Series 2026 Bond proceeds will not be sufficient to finance all of the costs of the Series 2026 Project. The portion of the Series 2026 Project not funded with proceeds of the Series 2026 Bonds is expected to be completed by or funded with contributions from the Developer. There can be no assurance that the Developer will be able to pay for the cost of any of these improvements. Upon issuance of the Series 2026 Bonds, the Developer will enter into the Completion Agreement with respect to any portions of the Series 2026 Project not funded with the proceeds of the Series 2026 Bonds. Additionally, upon issuance of the Series 2026 Bonds, the Developer will execute and deliver to the District the Collateral Assignment, pursuant to which the Developer will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Developer all of its development rights relating to the Series 2026 Project as security for the Developer’s payment and performance and discharge of its obligation to pay the Series 2026 Assessments. Notwithstanding the foregoing, there can be no assurance that the District will have sufficient moneys on hand and/or the necessary development rights to complete the Series 2026 Project. See “SECURITY FOR AND SOURCE OF PAYMENT OF SERIES 2026 BONDS – Developer Agreements,” and “THE DEVELOPMENT – Land Acquisition/Development Financing” herein.
Undeveloped or partially developed land is inherently less valuable than developed land and provides less security to the owners of the Series 2026 Bonds should it be necessary to institute proceedings due to the nonpayment of the Series 2026 Assessments. Failure to complete or substantial delays in the completion of the Series 2026 Project 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 2026 Assessments will be payable from undeveloped property and may affect the willingness and ability of the landowners to pay the Series 2026 Assessments when due and likewise the ability of the District to make full or punctual payment of Debt Service on the Series 2026 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 most of such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the development of Assessment Area Two or other District lands. See “THE DEVELOPMENT – Zoning/Permitting” herein.
The value of the land within the District, the ability to complete the Series 2026 Project, or to develop the Development and the likelihood of timely payment of Debt Service on the Series 2026 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 Assessment Area Two or other 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. See “THE DEVELOPMENT – Environmental” herein.
District May Not be Able to Obtain Permits
In connection with a foreclosure of the lien of Series 2026 Assessments prior to completion of a 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 will enter into a Collateral Assignment with the Developer upon issuance of the Series 2026 Bonds in which the Developer collaterally assigns to the District all of its development rights and contract rights relating to the Series 2026 Project and Assessment Area Two and the District, the Developer and the Lender will enter into the Mortgagee License. Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2026 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 Series 2026 Project.
Cybersecurity
The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties’ digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of Debt Service on the Series 2026 Bonds.
Infectious Viruses and/or Diseases
A novel coronavirus outbreak first identified in 2019 as causing coronavirus disease 2019 (“COVID-19”) was characterized by the World Health Organization on March 11, 2020, as a pandemic. Responses to COVID-19 varied at the local, state and national levels. In reaction to the pandemic declaration a variety of federal agencies, along with state and local governments, implemented efforts designed to limit the spread of COVID-19. Since the pandemic declaration, COVID-19 has negatively affected travel, commerce, and financial markets globally, including supply chain, inflation, and labor shortage issues, and could continue to have a lingering negative

affect on economic growth and financial markets worldwide, including within the State. Although the World Health Organization no longer considers COVID-19 to be a global public health emergency, how long the foregoing negative impacts will last cannot be determined at this time; however, these negative impacts could reduce property values, slow or cease development and sales within Assessment Area Two and/or otherwise have a negative financial impact on the Development, the Developer or subsequent landowners. While the foregoing describes certain risks related to the recent outbreak of COVID-19, the same risks may be associated with any contagious epidemic, pandemic or disease.
Damage to District from Natural Disasters
The value of the lands subject to the Series 2026 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 Assessment Area Two or other District Lands unable to support the development and construction of the Series 2026 Project. The occurrence of any such events could materially adversely affect the District’s ability to collect Series 2026 Assessments and pay Debt Service on the Series 2026 Bonds. The Series 2026 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 2026 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2026 Bonds in the event an owner thereof determines to solicit purchasers of the Series 2026 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2026 Bonds may be sold. Such price may be lower than that paid by the current owner of the Series 2026 Bonds, depending on the progress of development of Assessment Area Two and the Development, existing market conditions and other factors.
Interest Rate Risk; No Rate Adjustment for Taxability
The interest rates borne by the Series 2026 Bonds are, 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 2026 Bonds. These higher interest rates are intended to compensate investors in the Series 2026 Bonds for the risk inherent in the purchase of the Series 2026 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2026 Assessments that the District must levy in order to provide for payment of Debt Service on the Series 2026 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 2026 Assessments.
The Indenture does not contain an adjustment of the interest rates on the Series 2026 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 Arbitrage Certificate signed by the District upon issuance of the Series 2026 Bonds or due to a change in the United States income tax laws. Should interest on the Series 2026 Bonds become includable in gross income for federal income tax purposes, owners of the Series 2026 Bonds will be required to pay income taxes on the interest received on such Series 2026 Bonds and related penalties. Because the interest rates on such Series 2026 Bonds will not be adequate to compensate owners of the Series 2026 Bonds for the income taxes due on such interest, the value of the Series 2026 Bonds may decline. Prospective purchasers of the Series 2026 Bonds should evaluate whether they can own the Series 2026 Bonds in the event that the interest on the Series 2026 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 2026 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. Owners of the Series 2026 Bonds are advised that, if the IRS does audit the Series 2026 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 2026 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 2026 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 2026 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 2026 Bonds may adversely impact any secondary market for the Series 2026 Bonds, and, if a secondary market exists, will likely adversely impact the price for which the Series 2026 Bonds may be sold.
It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts’ bonds’ tax exempt status, but has advised such districts that such districts must have public electors within the timeframe established by applicable State law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District 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.

	Owners of the Series 2026 Bonds are advised to consult with their own tax advisors regarding their rights (if any) with respect to such audit.

Florida Village Center CDD 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 CDD”). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum (“TAM”) concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or 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 CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS’s conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final 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 CDD with respect to this second set of Audited Bonds noted that the Agency found that the Village Center CDD was not a “proper issuer of tax-exempt bonds” and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.
Legislative Proposals and State Tax Reform
During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2026 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 2026 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 2026 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 2026 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 2026 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 2026 Bonds.
With respect to 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, 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 2026 Bonds.
Loss of Exemption from Securities Registration
Since the Series 2026 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 and 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 2026 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 2026 Bonds would need to ensure that subsequent transfers of the Series 2026 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 Two 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 2026 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 2026 Assessments.
Existing Mortgage
As further described under the caption “THE DEVELOPMENT – Land Acquisition and Development Financing,” the existing Loan is secured by a recorded mortgage on Assessment Area Two in favor of the Lender (the “Development Mortgage”). As further described under the caption “THE DEVELOPMENT – Lot Sales/Builder Contract Activity,” the Developer has secured the D.R. Horton deposit with a recorded mortgage in favor of D.R. Horton on Assessment Area Two (together with the Development Mortgage, the “Mortgages”). Although the Series 2026 Assessments are considered to be superior to the lien of a conventional mortgage by operation of law, it is not unusual for mortgagees to raise defenses during a foreclosure action to protect their security interests, and similarly situated mortgagees have, in fact, raised defenses in the past in the context of a community development district foreclosing on a delinquent assessment lien (the “Mortgagee Defenses”). Such Mortgagee Defenses could affect the timing and/or outcome of an action by the District to foreclose on delinquent Series 2026 Assessments. In addition, the mortgagees may have certain development and other collateral rights assigned to them under the terms of the Mortgages which are superior to such intangible rights that might otherwise be assigned to the District under the terms of the Collateral Assignment and the Mortgagee License. In the event that the District forecloses on the lands subject to the Series 2026 Assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the Series 2026 Project.
The risks described under this “BONDOWNERS’ RISKS” section do not purport to summarize all risks that may be associated with purchasing or owning the Series 2026 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 2026 Bonds.
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 2026 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; provided, however, with respect to certain corporations, interest on the Series 2026 Bonds is taken into account in determining the annual adjusted financial statement income for the purpose of computing the alternative minimum tax imposed on such corporations. Failure by the District to comply subsequent to the issuance of the Series 2026 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 2026 Bond proceeds and

the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2026 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 2026 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 2026 Bonds, including, among other things, restrictions relating to the use or investment of the proceeds of the Series 2026 Bonds and the payment of certain arbitrage earnings in excess of the “yield” on the Series 2026 Bonds to the Treasury of the United States. Noncompliance with such provisions may result in interest on the Series 2026 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 2026 Bonds. Prospective purchasers of the Series 2026 Bonds should be aware that the ownership of the Series 2026 Bonds may result in other collateral federal tax consequences. For example, ownership of the Series 2026 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 2026 Bonds, (2) the branch profits tax, and (3) the inclusion of interest on the Series 2026 Bonds in passive income for certain Subchapter S corporations. In addition, the interest on the Series 2026 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 2026 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 REFERRED TO ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS FOR INFORMATION IN THAT REGARD.
Florida Taxes
In the opinion of Bond Counsel, the Series 2026 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 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 2026 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2026 Bonds should consult their tax advisors as to the income tax status of interest on the Series 2026 Bonds in their particular state or local jurisdictions.
The Inflation Reduction Act, H.R. 5376 (the “IRA”), was passed by both houses of the U.S. Congress and was signed by the President on August 16, 2022. As enacted, the IRA includes a 15 percent alternative minimum tax to be imposed on the “adjusted financial statement income,” as defined in the IRA, of certain corporations. Interest on the Series 2026 Bonds will be included in the “adjusted financial statement income” of such corporations for purposes of computing the corporate alternative minimum tax. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential tax consequences of owning the Series 2026 Bonds.
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 2026 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alterations of federal tax consequences may have affected the market value of obligations similar to the Series 2026 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 2026 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 2026 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 2026 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 Discount Bonds. Original issue discount will accrue over the term of a Discount Bond at a constant interest rate compounded semi-annually. An initial 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 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 2026 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 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 is not and has not ever been in default as to principal and interest on its bonds or other debt obligations.
NO RATING OR CREDIT ENHANCEMENT
The Series 2026 Bonds are neither rated nor credit enhanced. No application for a rating or credit enhancement with respect to the Series 2026 Bonds was made.
VALIDATION
The Bonds issued pursuant to the terms of the Master Indenture, which includes the Series 2026 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.
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 2026 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 2026 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 2026 Trust Estate, or the ability of the District to pay the Series 2026 Bonds from the Series 2026 Trust Estate.
The Developer
In connection with the issuance of the Series 2026 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 2026 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 Management Services 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 2026 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 2026 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 2026 Bonds, or (y) the date on which the Developer owns less than twenty (20) percent of the real property encumbered by the Series 2026 Assessments that secure the Series 2026 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.
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 2026 Bonds. The foregoing covenants have been made in order to assist the Underwriter in complying with the SEC Rule.
With respect to the Series 2026 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 2026 Bonds from the District at a purchase price of $	 (which is the par amount of the Series 2026 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 2026 Bonds if any are purchased.
The Underwriter intends to offer the Series 2026 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 2026 Bonds to certain dealers (including dealers depositing the Series 2026 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 2026 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 2026 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, Kutak Rock LLP, Tallahassee, Florida, for the Developer by its counsel, Gray, Ackerman and Haines, P.A., Alachua, Florida, for the Trustee by its counsel, Aponte & Associates Law Firm, Orlando, 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 2026 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.
FINANCIAL STATEMENTS
The District has covenanted in the form of Disclosure Agreement set forth in APPENDIX E attached hereto to provide its annual audited financial statements through the EMMA repository as described in APPENDIX E. [The audited financial statements for the fiscal year ended September 30, 2025, are attached hereto as APPENDIX F. Such statements speak only as of September 30, 2025. The consent of the District’s auditor to include in this Limited Offering Memorandum the aforementioned report was not requested, and the general purpose financial statements of the District are provided only as publicly available documents. The auditor was not requested nor did they perform any procedures with respect to the preparation of this Limited Offering Memorandum or the information presented herein.]

EXPERTS AND CONSULTANTS
The references herein to the District Engineer have been approved by said firm. The [Supplemental Engineer’s Report] prepared by such firm relating to the CIP and the [Finley Woods Project – Phase 3] (of which the Series 2026 Project is a part), has been included as part of composite APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. References to and excerpts herein from such [Supplemental Engineer’s Report] do not purport to be adequate summaries of such [Supplemental Engineer’s Report] or the CIP and [Finley Woods Project – Phase 3] or complete in all respects. Such [Supplemental Engineer’s Report] is 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 2026 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 Assessment Reports do not purport to be adequate summaries of such Assessment Reports or complete in all respects. Such Assessment 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. PFM Financial Advisors LLC has not been engaged to provide advice regarding the structuring or pricing of the Series 2026 Bonds.
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 2026 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 2026 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 2026 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 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 2026 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 2026 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: Chairperson

APPENDIX A ENGINEER’S REPORTS

APPENDIX B ASSESSMENT REPORTS

APPENDIX C
COPY OF MASTER INDENTURE AND FORM OF SECOND SUPPLEMENTAL INDENTURE

APPENDIX D
FORM OF OPINION OF BOND COUNSEL

APPENDIX E
FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX F
AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED SEPTEMBER 30, 2025

EXHIBIT D
FORM OF CONTINUING DISCLOSURE AGREEMENT
(attached hereto)

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”) dated 	, 2026, is executed and delivered by the Finley Woods Community Development District (the “Issuer”), Finley 3 Partners, LLC (the “Developer”) and PFM Management Services 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 2026 (Assessment Area One) (the “Series 2026 Bonds”). The Series 2026 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 Trust Company National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented from time to time, and as particularly supplemented by a Second Supplemental Trust Indenture by and between the District and the Trustee and dated as of May 1, 2026 (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 2026 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 2026 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 2026 Bonds (including persons holding Series 2026 Bonds through nominees, depositories or other intermediaries), or
(b) is treated as the owner of any Series 2026 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 3 Partners, 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 Management Services 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 Management Services 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 2026 Bonds.
“Listed Events” shall mean any of the events listed in Section 7(a) of this Disclosure Agreement.

“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 2026 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 2026 Bonds required to comply with the Rule in connection with offering of the Series 2026 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.”
“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, 2027 with respect to the report for the Fiscal Year ended September 30, 2026, 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 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 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 Report.
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:

(i)	The amount of Assessments levied.	
(ii)	The amount of Assessments collected from property owners.	
(iii)	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 2026 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.
The total amount of Series 2026 Bonds Outstanding.
The amount of principal and interest due on the Series 2026 Bonds.

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 September 30, 2026, 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.
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”;
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 2026 Bonds;
The percentage of the infrastructure financed by the Series 2026 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.
	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 turn 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.
Reporting of 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 2026 Bonds and the Developer shall give, or cause to be given, notice of the occurrence of numbers 10, 12, 13, 15, 16, 17 and 18 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 respect to the tax status of the Series 2026 Bonds, or other material events affecting the tax status of the Series 2026 Bonds;
modifications to rights of the holders of the Series 2026 Bonds, if material;
bond calls, if material, and tender offers;

defeasances;
release, substitution, or sale of property securing repayment of the Series 2026 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 an 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 an 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 or the Developer’s obligations under this Disclosure Agreement prior to the final maturity of the Series 2026 Bonds, pursuant to Section 9 hereof.
	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.
Termination 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 2026 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 2026 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 Management Services 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:
	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 2026 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 requiring 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 Information. 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 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 2026 Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any Beneficial Owner of a Series 2026 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 2026 Bonds, and shall create no rights in any other person or entity.
Counterparts. 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 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 in the possession of and 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]

IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

[SEAL]

CONSENTED TO AND AGREED TO BY:

PFM MANAGEMENT SERVICES LLC, and its
successors and assigns, as Issuer Disclosure Representative

By:		 Name: 	
Title: Senior Managing Consultant
JOINED BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE, FOR PURPOSES OF SECTIONS 13, 15 AND 18 ONLY

By: 	 Name: Amanda Kumar
Title: Assistant Vice President

FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER

By: 		 Chairperson, Board of Supervisors

FINLEY 3 PARTNERS, LLC
a Florida limited liability company

By: 	 Name:
Title:
PFM MANAGEMENT SERVICES LLC,
AS DISSEMINATION AGENT

By: 	 Name:
Title: Senior Managing Consultant

[Signature page to Continuing Disclosure Agreement]

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 2026
(Assessment Area One)
Date of Issuance:		, 2026

Obligated Person:	Finley Woods Community Development District
Finley 3 Partners, LLC

CUSIPS:
NOTICE IS HEREBY GIVEN that the [Issuer] [Developer] has not provided an [Annual Report] [Developer Report] with respect to the above-named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated 	, 2026, 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] [Developer Report] will be filed by
	, 20   .

Dated: 			, Dissemination Agent cc: [Issuer] [Developer]

Finley Woods Community Development District

Ancillary Documents

Finley Woods Community Development District

True-Up Agreement

Finley Woods Community Development District

Completion Agreement

Finley Woods Community Development District

Collateral Assignment Agreement

Finley Woods Community Development District

Acquisition Agreement

ACQUISITION AGREEMENT

This Acquisition Agreement (“Agreement”) is made and entered into on this 	 day of
	 202_, by and between:
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 12051 Corporate Blvd., Orland, Florida 32817 (“District”); and

Boyd Real Estate, LLC, a Florida limited liability company, whose address is 1720 SE 16th Avenue, Building 200, Ocala, Florida 34471 (“Developer”).
Recitals

WHEREAS, the District was established by Ordinance No. 180972 of the City Commission of City of Gainesville, Florida (“City”), pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (“Act”); and
Whereas, the Act authorized the District to issue bonds for the purpose, among others, of planning, financing, constructing, and acquiring certain infrastructure improvements including but not limited to roadways, stormwater management facilities, utilities (water and sewer), landscaping, entry feature and signage and other hardscapes and other infrastructure within and without the boundaries of the District; and

WHEREAS, the Developer is the owner of lands within the boundaries of the District known as “Finley Woods Phase 3” (or “Phase 3”); and
WHEREAS, the District presently intends to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services, known as the “Project”, and as detailed in the Finley Woods Community Development District Engineer’s Report dated September 2019[, as amended] (“Engineer’s Report”), attached to this Agreement as Exhibit A; and
WHEREAS, the District intends to finance all or a portion of the Project through the use of proceeds from the anticipated sale of capital improvement revenue bonds (“Bonds”); and

WHEREAS, the District has not had sufficient monies on hand to allow the District to contract directly for: (i) the preparation of the surveys, testing, reports, drawings, plans, permits, specifications, and related documents necessary to complete the Project (“Work Product”); or
(ii) construction and/or installation of the improvements comprising the Project (“Improvements”); and

WHEREAS, the District acknowledges the Developer’s need to commence development of the lands within the District in an expeditious and timely manner; and
WHEREAS, in order to avoid a delay in the commencement of the development of the Work Product and/or the Improvements, the Developer has advanced, funded, commenced, and completed and/or will complete certain of the Work Product and/or Improvements; and
WHEREAS, the Developer and the District are entering into this Agreement to set forth the process by which the District may acquire the Work Product, the Improvements, and any related real property interests (“Real Property”) and in order to ensure the timely provision of the infrastructure and development.

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 Developer agree as follows:

INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated as a material part of this Agreement.
WORK PRODUCT AND IMPROVEMENTS. The parties agree to cooperate and use good faith and best efforts to undertake and complete the acquisition process contemplated by this Agreement on such date or dates as the parties may jointly agree upon (each, an “Acquisition Date”). Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), and the requirements of this Agreement, the District agrees to acquire completed Work Product and Improvements that are part of the Project.

Request for Conveyance and Supporting Documentation – When Work Product or Improvements are ready for conveyance by the Developer to the District, the Developer shall notify the District in writing, describing the nature of the Work Product and/or Improvement and estimated cost. Additionally, Developer agrees to provide, at or prior to the applicable Acquisition Date, the following: (i) documentation of actual costs paid, (ii) instruments of conveyance such as bills of sale or such other instruments as may be requested by the District, and (iii) any other releases, warranties, indemnifications or documentation as generally described in Sections 2c and 2d below and may be reasonably requested by the District.

Costs – Subject to any applicable legal requirements (e.g., but not limited to, those laws governing the use of proceeds from tax exempt bonds), the availability of proceeds from the Bonds, and the requirements of this Agreement, the District shall pay the lesser of (i) the actual cost of creation/construction of the Work Product or Improvements, and (ii) the fair

market value of the Work Product or Improvements. The Developer shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Developer for any Work Product and/or Improvements. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (“Board”) whether the cost being paid is the lesser of (i) the actual cost of creation/construction of the Work Product or Improvements, and (ii) the fair market value of the Work Product or Improvements. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the District’s Trustee for the Bonds (“Trustee”).

Conveyances on “As Is” Basis. Unless otherwise agreed, all conveyances of Work Product and/or Improvements shall be on an “as is” basis. That said, the Developer agrees to assign, transfer and convey to the District any and all rights the Developer may have against any and all firms or entities which may have caused any latent or patent defects, including, but not limited to, any and all warranties and other forms of indemnification.
Right to Rely on Work Product and Releases – The Developer agrees to release to the District all right, title, and interest which the Developer may have in and to any Work Product conveyed hereunder, as well as all common law, statutory, and other reserved rights, including all warranties and copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised. To the extent determined necessary by the District, the Developer shall obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. The District agrees to allow the Developer access to and use of the Work Product without the payment of any fee by the Developer. However, to the extent the Developer’s access to and use of the Work Product causes the District to incur any cost or expense, the Developer agrees to pay such cost or expense.
Transfers to Third Party Governments; Payment for Transferred Property – If any item acquired is to be conveyed to a third-party governmental body, then the Developer agrees to cooperate and provide such certifications, documents, bonds, warranties, and/or forms of security as may be required by that governmental body, if any. Further, the District and the Developer agree that it can be difficult to timely effect the turnover of Improvements from the Developer to the District and then to a third party governmental entity, and, accordingly, the District and the Developer recognize and agree that the parties shall make reasonable efforts to transfer such Work Product and Improvements to the District pursuant to the terms of this Agreement. The

District and Developer agree that the District has the obligation to acquire all such Work Product and Improvements described in the Engineer’s Report that is intended to be turned over to a third party governmental entity, and, in the event that the Developer transfers any such Work Product and Improvements to a third party governmental entity prior to the District’s acquisition of the Work Product and Improvements, the District shall be obligated to pay for such Work Product and Improvements, subject to the terms of this Agreement, and subject to ensuring that such acquisition and payment would not affect the tax-exempt status of the District’s bonds.

Permits – The Developer agrees to cooperate fully in the transfer of any permits to the District or a governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.
Engineer’s Certification – The District shall accept any Work Product and/or completed Improvements where the District Engineer (or other consulting engineer reasonably acceptable to the District), in his/her professional opinion, is able to certify that, in addition to any other requirements of law:
(i) the Work Product and/or Improvements are part of the Project; (ii) the price for such Work Product and/or Improvements did not exceed the lesser of the cost of creating the Work Product and/or Improvements or the fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

CONVEYANCE OF REAL PROPERTY. The Developer agrees that it will convey to the District, at or prior to the applicable Acquisition Date as determined by the parties pursuant to Section 2 above, by a special warranty deed or other instrument acceptable to the Board together with a metes and bounds or other description, the Real Property upon which any Improvements are constructed or which are necessary for the operation and maintenance of, and access to, the Improvements.

Cost. The parties agree that all Real Property shall be provided to the District at no cost, unless (i) the costs for the Real Property are expressly included as part of the Project, as described in the Engineer’s Report, and (ii) the purchase price for the Real Property the lesser of the appraised value of the Real Property, based on an appraisal obtained by the District for this purpose, or the cost basis of the Real Property to the Developer. The parties agree that

the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will be, funded by the District.
Fee Title and Other Interests – The District may determine in its reasonable discretion that fee title for Real Property is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems acceptable.

Developer Reservation – Any conveyance of Real Property hereunder by special warranty deed or other instrument shall be subject to a reservation by Developer of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District’s use, occupation or enjoyment thereof.
Fees, Taxes, Title Insurance – The Developer shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Developer shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Developer conveys all said lands to the District. At the time of conveyance, the Developer shall provide, at its expense, an owner’s title insurance policy or other evidence of title in a form satisfactory to the District.

Boundary Adjustments – Developer and the District agree that reasonable future boundary adjustments may be made as deemed necessary by both parties in order to accurately describe lands conveyed to the District and lands which remain in Developer’s ownership. The parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs. Developer agrees that if a court or other governmental entity determines that a re-platting of the lands within the District is necessary, Developer shall pay all costs and expenses associated with such actions.

TAXES, ASSESSMENTS, AND COSTS.
Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Developer agrees to place in escrow with the County tax collector an

amount equal to the current ad valorem taxes and non-ad valorem assessments (with the exception of those ad valorem taxes and non-ad valorem assessments levied by the District) prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.
If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Developer agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.

Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of the District.
Notice. The parties agree to provide notice to the other within thirty (30) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes, assessments, or costs imposed on the property acquired by the District as described in subsection a. above. The Developer covenants to make any payments due hereunder in a timely manner in accord with Florida law. In the event that the Developer fails to make timely payment of any such taxes, assessments, or costs, the Developer acknowledges the District’s right to make such payment. If the District makes such payment, the Developer agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.
Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Developer or the District. Furthermore, the parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

ACQUISITIONS AND BOND PROCEEDS. The District shall in good faith pursue the issuance of the Bonds to finance a portion of the Project and may in the future, and in its sole discretion, elect to issue Bonds that may be used to finance portions of work acquired hereunder. In the event that the District issues the Bonds and has bond proceeds available to pay for any portion of the Project acquired by the District, and subject to the terms of the applicable documents relating to the Bonds, then the District shall promptly make payment for any such

acquired Work Product, Improvements or Real Property (if applicable) pursuant to the terms of this Agreement; provided, however, that no such obligation for payment shall exist where the Developer is in default on the payment of any debt assessments due on any property owned by the Developer, or is in default under any agreements between the Developer and the District, or, further, in the event the District’s bond counsel determines that any such acquisitions are not properly compensable for any reason, including, but not limited to federal tax restrictions imposed on tax-exempt financing. Interest shall not accrue on any amounts owed for any prior acquisitions. In the event the District does not or cannot issue sufficient bonds within [five (5)] years from the date of this Agreement to pay for all acquisitions hereunder, and, thus does not make payment to the Developer for any unfunded acquisitions, then the parties agree that the District shall have no payment or reimbursement obligation whatsoever for those unfunded acquisitions. The Developer acknowledges that the District may convey some or all of the Work Product and/or Improvements described in the Engineer’s Report to a general purpose unit of local government (e.g., the City) and consents to the District’s conveyance of such Work Product and/or Improvements prior to any payment being made by the District.

CONTRIBUTIONS. In connection with the issuance of the Bonds, the District will levy debt service special assessments to secure the repayment of Bonds. As described in more detail in the District’s applicable assessment reports (“Assessment Report”), and prior to the issuance of the Bonds, the Developer may request that such debt service special assessments be reduced for certain product types. To accomplish any such requested reduction, and pursuant to the terms of this Agreement, the Developer agrees to provide a contribution of cash or, in lieu of cash, Improvements, Work Product and/or Real Property based on appraised value, comprising a portion of the Project and to meet the minimum contribution requirements set forth in the Assessment Report, if any, in order to meet such targeted assessments. Any such contributions shall not be eligible for payment by the District hereunder.
IMPACT FEE CREDITS. In connection with the District’s capital improvement plan, the District may finance certain infrastructure that may generate impact fee credits. As set forth in the District’s assessment proceedings, and in recognition of the uncertain market for such credits, and limited value, and as consideration for the District and the Developer undertaking the transactions involved with the District’s Project and financing arrangements, the District and the Developer agree that the Developer may retain any such impact fee credits, provided that the Developer contributes a corresponding amount of Improvements, Work Product and/or Real Property based on appraised value as part of the District’s capital improvement plan, and/or reduces the cost of such Improvements, Work Product or Real Property to be acquired by the District by a corresponding amount of such impact fee credits, and/or prepays debt assessments on all applicable lands (as determined by the District in coordination with the District’s Assessment Consultant) by a corresponding amount of such impact fee credits. Alternatively, the Developer may provide the proceeds of the impact fee credits to the District for deposit into the applicable acquisition and construction account for the Bonds, and for use in acquiring and/or constructing the Project.

UTILITY CONNECTION FEES. As part of the Project, the District may elect to fund certain “Utility Connection Fees” for the planned residential units related to the Project. The District will pay such Utility Connection Fees as part of the Project. Notwithstanding anything to the contrary herein, the Developer in turn will: (i) serve, at no cost to the District, as the District’s administrator with respect to the distribution of any “Utility Connection Fee Credits,” which will be available from the City or the County due to the District’s funding of the Utility Connection Fees for the Project; (ii) collect cash payments (“Builder Credit Payments”) from the builders of the planned residential units, in exchange for providing to such builders a corresponding amount of Utility Connection Fee Credits; and (iii) either remit all Builder Credit Payments to the District for deposit into the District’s applicable capital improvement projects fund or other appropriate fund related to the Project, or may retain any such Builder Credit Payments, provided that the Developer contributes a corresponding amount of Work Product, Improvements or Real Property (based on appraised value) as part of the District’s Project or reduces the cost of such Improvements, Work Product or Real Property to be acquired by the District by a mutually agreed amount. In order to accomplish the foregoing, the Developer shall be entitled to file applications or other appropriate documentation from time to time with the applicable local general purpose unit of government to obtain Utility Connection Fee Credits associated with the District-funded Utility Connection Fees, without any further action of the District. In the event of any shortfall between the amount of Utility Connection Fees paid by the District, and the amount of Builder Credit Payments collected from builders, the Developer shall make a cash payment to the District in the amount of such shortfall.
DEFAULT. 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 damages and/or specific performance. Any default under an applicable trust indenture for the Bonds caused by the Developer and/or its affiliates shall be a default hereunder, and the District shall have no obligation to fund the Project in the event of such a default.
ATTORNEYS’ FEES AND COSTS. 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 Developer.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Developer; both the District and the Developer have complied with all the requirements of law; and both the District and the Developer 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:

i.	If to District:	Finley Woods
Community Development District 12051 Corporate Blvd.
Orlando, Florida 32817 Attn: District Manager	
	With a copy to:	Kutak Rock LLP
107 W. College Avenue Tallahassee, Florida 32301 Attn: District Counsel	
ii.	If to Developer:	Boyd Real Estate, LLC
1720 SE 16th Avenue, Building 200
Ocala, Florida 34471	
	With a copy to:	 		

		

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. 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 Developer may deliver Notice on behalf of the District and the Developer, 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 in herein.

ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Developer 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 Developer.

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Developer 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 Developer any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Developer and their respective representatives, successors, and assigns.

ASSIGNMENT. Neither the District nor the Developer 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 the County in which the District is located.
PUBLIC RECORDS. The Developer 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 Legislature in Section 768.28, Florida Statutes, or other law, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.
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.

In witness whereof, the parties execute this Agreement to be effective as of this 	 day
of 	 202_.	
Attest:			FINLEY WOODS	
			COMMUNITY DEVELOPMENT DISTRICT	

		

Secretary/Assistant Secretary		By: 		
			Its: Chairperson	
WITNESSES:			BOYD REAL ESTATE, LLC	
			
			By:		

		Its: 		
(Print Name of Witness)			

Exhibit A:	

Engineer’s Report			

MEMORANDUM

To:	Mark Irvin, Joe Krim, Cale Rogers, and Thad Boyd

From:	Michelle Rigoni

Date:	January 17, 2025

Subject:	Finley Woods Community Development District - Acquisition Checklist Phase 3 Improvements (the “Project”)

The following is a checklist that should be of assistance in preparing for the acquisition of fully completed infrastructure improvements (“Improvements”) by Finley Woods Community Development District (“District”) in connection with the above-styled Project. Our hope is that this will provide insight into the type of documentation needed when a turnover of Improvements is desired by the landowner. However, each acquisition may require different documentation, depending on the type of Improvement. Finally, attached hereto is also a checklist that can be utilized to marshal the process of providing documentation to the District for review.

Acquisition of Improvements.

For the acquisition of Improvements, the following items need to be collected or generated for each completed piece of infrastructure the Developer would like to convey to the District:

Request for Infrastructure Acquisition - For each acquisition, the Developer would like to District to accept, a request must be made to the District in writing describing at least the following:

Nature of the Improvement.
General Location of the Improvement.
Cost of the Improvement.

Please see attached Sample #1 for a draft form of the Developer Letter.

Contract(s) for Construction Services - A copy of any contract(s), including architectural and engineering contracts, (and any change orders) entered into by and between the Developer and the construction contractor under which the Improvement was constructed.

Documentation of Costs Paid – This simply means applications for payment, invoices, bills, receipts, or other evidence of cost. The invoices should be organized based on the Improvement to be acquired and must be accompanied by proof of payment and a verification of payment form the construction contractor. Please see attached Sample #2 for a draft form of the Affidavit of Costs Paid.

Acquisition Checklist January 17, 2025
Page 2

(iv)	Lien Releases - Lien releases from the construction contractor reflecting payment in full for construction of completed Improvements (including subcontractors). Please see attached Sample #3 for a draft form of the Acknowledgment & Release for Improvements.	
(v)	Schedule of Values – A Schedule of Values identifying only those costs associated with the construction and/or installation of Improvements (utilities, paving, drainage, etc.).	
vi)	Maintenance Bond – A maintenance bond from the construction contractor for the Improvements to be acquired, if applicable. For example,	
	(a)
(b)
(c)	Stormwater – ponds, master drainage pipes and control structures Roadway – paving and drainage
Utilities – water, sewer and lift station	
(vii)	Test Results - If applicable to the Improvement being acquired, the following testing should be completed and the results provided to the District Engineer for review in advance of conveyance (our intent is not to require additional tests but to ensure all applicable tests required by government agencies are completed prior to transfer):	
	(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)	Bacteriological Pressure tests Backflow certification TV Tapes
Electric to lift station Lift station start-up
Lift station start-up electrical inspection Operation and maintenance manuals
Geotechnical testing results and geotechnical certification	
(viii)	Final Inspections and Agency Sign-Off - If applicable to the Improvement being conveyed, final inspections by the project engineer must be completed and sign-off obtained from the applicable governmental agencies (DEP, WMD etc.).	
(ix)	Instruments of Conveyance. Most, if not all, of the transfers of Improvements will also involve some type of real and tangible property transfer (e.g., bills of sale, deeds or easements, etc.). If any item acquired is to be conveyed to a third party governmental body, then the Developer will be asked to provide such certifications or documents as may be required by that governmental body. Please see attached Sample #4 for a draft form of the Bill of Sale.	

Acquisition Checklist January 17, 2025
Page 3
Real Property Interests – Determine what type of real property interest is needed for the Improvement (e.g., easement, deed, etc.) and make provision for conveyance.

Engineering Review and Certification - The District Engineer will review the information provided by the Developer and issue an opinion as to whether the costs are reasonable. The District Engineer will then prepare an Engineer’s Certificate. Please see attached Sample #5 for a draft form of the District Engineer’s Certificate.

SAMPLE ACQUISITION FORMS

SAMPLE #1
DEVELOPER LETTER

	, 2025

Board of Supervisors
Finley Woods Community Development District c/o PFM Group Consulting LLC
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817

RE: Acquisition of [PROJECT NAME] Infrastructure Dear Sir or Madam,
We are writing to request that the Finley Woods Community Development District (“District”) acquire from Boyd Real Estate, LLC (“Developer”) the public infrastructure improvements and/or work product set forth in Exhibit A, which is attached hereto. Developer created the improvements and/or work product consistent with the District Engineer’s Report, dated September 2019[, as supplemented], prepared by the District Engineer and the improvements and/or work product are now complete. As set forth in more detail in a Bill of Sale dated on or about the same date as this letter, the Developer wishes to convey the improvements and work product to the District in exchange for the payment of $	, representing the actual cost of creating and/or constructing such improvements and work product. Please have the funds made payable to the Developer. In connection with this conveyance, the Developer agrees to pay all remaining costs for the District infrastructure as indicated on Exhibit A.

Sincerely,

BOYD REAL ESTATE, LLC

By:	  Its:	

ACKNOWLEDGED AND AGREED TO BY:

Chairperson
Finley Woods Community Development District

SAMPLE #2
AFFIDAVIT REGARDING COSTS PAID

STATE OF 	 COUNTY OF 	

I, 	, as 	 of Boyd Real Estate, LLC, a Florida limited liability company, being first duly sworn, do hereby state for my affidavit as follows:

I have personal knowledge of the matters set forth in this affidavit.

My name is 	, and I am 	 of Boyd Real Estate, LLC, a Florida limited liability company (“Developer”). I have authority to make this affidavit on behalf of Developer.

Developer is the developer of certain lands within the Finley Woods Community Development District, a special purpose unit of local government established pursuant to Chapter 190, Florida Statutes (“District”).

The District’s Engineer’s Report, dated September 2019[, as supplemented] (“Engineer’s Report”) describes certain public infrastructure improvements and/or work product that the District intends to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, or maintain pursuant to Chapter 190, Florida Statutes.

Pursuant to contracts in place between Developer and certain contractors and construction related professionals, as may be more particularly identified on the attached Exhibit A, Developer has expended funds to develop improvements that are included and described in the Engineer’s Report and are part of the District’s capital improvement plan. The attached Exhibit A accurately identifies the completed improvements and states, at least in part, the amounts that Developer has spent on the completed improvements. No money is owed to any contractors or subcontractors for any work performed on the completed improvements.

In making this affidavit, I understand that the District intends to rely on this affidavit for purposes of acquiring the completed improvements that Developer has developed consistent with the Engineer’s Report.

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

[CONTINUED ON NEXT PAGE]

Executed this 	 day of 	, 2025.

BOYD REAL ESTATE, LLC, a Florida limited liability company

By: 	  Its: 	

STATE OF 	 COUNTY OF 	

The foregoing instrument was acknowledged before me by means of 	 physical presence or			online	notarization,	this			day	of			,	2025,	by
	, as 	 of Boyd Real Estate, LLC, a Florida limited liability company, and who has personally appeared before me and is personally known to me.

(NOTARY SEAL)

Notary Public Signature

(Name typed, printed or stamped) Notary Public, State of 	 Commission No. 	  My Commission Expires: 	 

Exhibit A:	Description of Improvements and/or Work Product

SAMPLE #3

ACKNOWLEDGMENT AND RELEASE ([PROJECT NAME] ACQUISITION)

THIS  ACKNOWLEDGMENT  AND  RELEASE  (“Release”)  is  made  the       day  of
	, 2025, by 	, having offices located at
	 (“Contractor”), in favor of the Finley Woods Community Development District (“District”), which is a local unit of special-purpose government situated in Collier County, Florida, and having offices located 2501A Burns Road, Palm Beach Gardens, Florida 33410.

Recitals

WHEREAS,   pursuant   to   that   certain   agreement   (“Contract”)   dated
	 and between Contractor and Boyd Real Estate, LLC (“Developer”), Contractor has constructed for Developer certain infrastructure improvements, as described in Exhibit A (“Improvements”); and
Whereas, Developer may in the future convey the work product to the District and for that purpose has requested Contractor to confirm the release of all restrictions on the District’s right to use and rely upon the Improvements; and

Whereas, Contractor has agreed to the release of any such restrictions.

Now, therefore, for and in consideration of mutual promises and obligations, the receipt and sufficiency of which are hereby acknowledged, Contractor provides the following acknowledgment and release:

Section 1. General. The recitals so stated above are true and correct and by this reference are incorporated as a material part of this Release.

Section 2. Acquisition of Improvements. Contractor acknowledges that the District is or has acquired the Improvements constructed by Contractor in connection with the Contract, from Developer, and accordingly, the District has the unrestricted right to rely upon the terms of the Construction Contract for same.

Section 3.  Warranty. Contractor hereby expressly acknowledges the District’s right to enforce the terms of the Contract, including any warranties provided therein and to rely upon and enforce any other warranties provided under Florida law.
Section 4. Indemnification. Contractor indemnifies and holds the District harmless from any claims, demands, liabilities, judgments, costs, or other actions that may be brought against or imposed upon the District in connection with the Improvements because of any act or omission of Contractor, its agents, employees, or officers. Said indemnification shall include, but not be limited to, any reasonable attorney’s fees and costs incurred by the District.

Section 5. Certificate of Payment. Contractor hereby acknowledges that it has been fully compensated for its services and work related to completion of the Improvements. Contractor further certifies that no outstanding requests for payment exist related to the Improvements, including any payments to subcontractors, materialmen, suppliers or otherwise, and that there is no disagreement as to the appropriateness of payment made for the Improvements. This document shall constitute a final waiver and release of lien for any payments due to Contractor by Developer or District for the Improvements.

Section 6.	Effective Date. This Release shall take effect upon execution.

Contractor

By:	  Its:	

STATE OF 	 COUNTY OF 	

The foregoing instrument was acknowledged before me by means of [  ] physical presence or	[  ]	online	notarization,	this			day	of		,	2025,	by
	, as 	 of 	, and who has personally appeared before me and is personally known to me.

(NOTARY SEAL)

Notary Public Signature

(Name typed, printed or stamped) Notary Public, State of 	 Commission No. 	  My Commission Expires: 	 

SAMPLE #4
BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that Boyd Real Estate, LLC, a Florida limited liability company, whose address for purposes hereof is 3350 Peachtree Road Northeast, Suite 150, Atlanta, Georgia 30326 (“Seller”), and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, to it paid by the Finley Woods Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes (“District”) whose address is c/o PFM Group Consulting LLC, 3501 Quadrangle Blvd., Suite 270 Orlando, Florida 32817, the receipt whereof is hereby acknowledged, has granted, bargained, sold, transferred and delivered, and by these presents does grant, bargain, sell, transfer, and deliver unto the District, its successors and assigns, the following described property, assets and rights, to-wit:
[INSERT DESCRIPTION OF IMPROVEMENTS]

TO HAVE AND TO HOLD all of the foregoing unto the District, its successors and assigns, for its own use forever, free and clear and discharged of and from any and all obligations, claims or liens.
AND the Seller does hereby covenant to and with the District, its successors and assigns, that they are the lawful owners of the above-described personal property and assets; that said personal property and assets are free from all liens and encumbrances; that Seller has good right to sell said personal property and assets; that all contractors, subcontractors and material men furnishing labor or materials relative to the construction of the personal property and assets have been paid in full; and that Seller will warrant and defend the sale of its said personal property and assets hereby made, unto the District, its successors and assigns, against the lawful claims and demands of all persons whosoever.

[signature contained on following page]

IN WITNESS WHEREOF, the Seller has caused this instrument to be executed in its name this 	 day of 	, 2025.

Signed, sealed and delivered in the presence of:

BOYD REAL ESTATE, LLC,
a Florida limited liability company

Witnessed:

Print Name: 	
Print Name: 	 STATE OF
COUNTY OF

Print Name: 	 Print Title: 	

The foregoing instrument was acknowledged before me by means of [  ] physical presence or  [  ]  online  notarization,  this        day  of 	,  2025,  by
	, as 	 of Boyd Real Estate, LLC, a Florida limited liability company, and who has personally appeared before me and is personally known to me.

(NOTARY SEAL)

Notary Public Signature

(Name typed, printed or stamped) Notary Public, State of 	 Commission No. 	  My Commission Expires: 	 

SAMPLE #5
CERTIFICATE OF DISTRICT ENGINEER RELATING TO [PROJECT NAME] ACQUISITION

	, 2025
Board of Supervisors
Finley Woods Community Development District
Re:	Finley Woods Community Development District [Project Name] Acquisition
Ladies and Gentlemen:

The undersigned, a representative of [NV5 Global, Inc., the surviving entity formerly known as CHW, Inc.] (“District Engineer”), as District Engineer for the Finley Woods Community Development District (“District”), hereby makes the following certifications in connection with an acquisition of certain [Project Name] work product (“Work Product”) and improvements (“Improvements”), as described in that certain bill of sale (“Bill of Sale”) dated as of or about the same date as this certificate. The undersigned, an authorized representative of the District Engineer, hereby certifies that:

I have reviewed certain documentation relating to the Work Product and Improvements, including but not limited to, the forms of agreement, plans, schedules, invoices, and other documents.

The Work Product and Improvements are within the scope of the [Project Name] as set forth in the Engineer’s Report, dated September 2019[, as supplemented], prepared by the District Engineer (“Engineer’s Report”), and specially benefit property within the District as further described in the Engineer’s Report.

The total costs associated with the Work Product and Improvements are as set forth in the Bill of Sale. Such costs are equal to or less than each of the following: (i) what was actually paid by Boyd Real Estate, LLC, to create and/or construct the Work Product and Improvements, and (ii) the reasonable fair market value of the Work Product and Improvements.

All known plans, permits and specifications necessary for the future operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for future operations and maintenance responsibilities.

With this document, I hereby certify that it is appropriate at this time to acquire the Work Product and Improvements.

Under penalties of perjury, I declare that I have read the foregoing certificate and that the facts stated in it are true.

[NV5 GLOBAL, INC., fka CHW, INC.]

By: Its:
.

STATE OF 	 COUNTY OF 	

I HEREBY CERTIFY that the foregoing instrument was acknowledged before me by means of ▢
physical presence or ▢ online notarization, this 	 day of 	,	2025,	by
	 of NV5 GLOBAL, INC., fka CHW, INC., a Florida corporation, on behalf of the company.

(Official Notary Signature & Seal)
Name: 	 Personally Known 	
[notary seal]	OR Produced Identification 	 Type of Identification 	

DOCUMENT CHECKLIST FOR
FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT ACQUISITION OF [PROJECT NAME] PUBLIC IMPROVEMENTS

	CDD DOCUMENTS	

	Letter from Developer Requesting Acquisition - indicating nature of improvement, its general location, and its estimated cost.	
	Affidavit of Costs Paid	

	Contractor(s) Release & Warranty Agreements – These documents acknowledge that the District may rely upon any work product being acquired and is entitled to any warranties and rights under the respective work product and improvement contracts. Need for each Contractor that performed services/work for the Improvements.	

	Lien Releases - Lien releases from the construction contractor reflecting payment in full for construction of completed improvement being acquired. Often included in pay application; alternative, we can provide a form, if needed.	
	Release of Restrictions for As-Builts.	

	Bills of Sale
	 Developer to CDD
	 CDD to [City or County]	

	Deeds
	 Developer to CDD	

	Engineering Certification(s) – Certifications from the District Engineer and Consulting Engineer regarding the acquisition
	 District Engineer
	 Consulting Engineer	
	SUPPORTING DOCUMENTS	

	Contract(s) for Construction Services - A copy of any contract(s) entered into by and between the developer and the construction contractor under which the District Improvement was constructed.	
	Documentation of Costs Paid – Includes copies of pay applications, cancelled checks, etc.	
	Copy of Submittal Package	
	Copy of Warranty/Maintenance Bond	
	As-Builts	
	Final Inspections and Agency Sign-Off	

Finley Woods Community Development District

Declaration of Consent

Finley Woods Community Development District

Tri-Party Subordination Agreement

Finley Woods Community Development District

Consideration of First Amendment to the Filing Assistance Services Agreement

Date:

3501 Quadrangle BLVD	407-723-5900
Suite 270	407-723-5901 fax
Orlando, FL 32817	www.pfm.com

FIRST AMENDMENT TO DISTRICT MANAGEMENT AGREEMENT FOR FILING ASSISTANCE SERVICES

This First Amendment (“agreement”) provides information regarding the services of PFM Group Consulting LLC (“PFM”) for filing assistance with respect to the Securities and Exchange Commission Rule 15c2-12 relating to continuing disclosure of financial information, operating data, and material events as they pertain to bonds the Finley Woods Community Development District (the “Client”) has issued. This agreement supplements and supersedes the existing Dissemination Agent services portion as provided in Exhibit A, section IV of the District Management Agreement dated August 14, 2019 (“Original Agreement”), by and between Finley Woods Community Development District and PFM Group Consulting LLC in its entirety. The Original Agreement is hereby affirmed, and the parties hereto agree that it continues to constitute a valid and binding agreement between the Parties. Except as described in this paragraph, nothing herein shall modify the rights and obligations of the Parties under the Original Agreement. All of the remaining provisions, including, but not limited to, the engagement of services, indemnification, and sovereign immunity provisions, remain in full effect and fully enforceable.

The Securities and Exchange Commission (“SEC”) modified Rule 15c2-12 such that as of July 2009, all filings are required to be made electronically through the Municipal Securities Rulemaking Board’s (“MSRB”) Electronic Municipal Market Access (“EMMA”) system.

The Client has entered into continuing disclosure undertakings in connection with the issuance of past bond issues in which the Client covenanted to file annual disclosure reports each April 1st after the close of its fiscal year and to provide notice of material events if any should occur. The annual disclosure report shall include information identified in the applicable continuing disclosure agreement, and/or the official statements for the bonds (the “Annual Disclosure Report”).

In the case of any Material Events, it is the responsibility of the Client to inform PFM of the occurrence of the event as soon as it becomes known and to review the content of the Notice that PFM will file on EMMA.

PFM will rely on the information provided by the Client in the preparation of the Annual Disclosure Report and will rely on the Client to review the Annual Disclosure Report and we assume no responsibility for the timely availability or completeness and accuracy of such information. Our sole duty is to assist the Client with preparing the Annual Disclosure Report and submitting the Annual Disclosure Report to the MSRB EMMA site as required. We assume no responsibility for the determination of whether any Notices other than the Annual Disclosure Report are required to be filed. All such further Notices, if any, which may be supplied to us by the Client are warranted by the Client to be complete and accurate. Subject to the Client’s written assurance of the completeness and accuracy of any such Notice given to us for filing by the Client, we will file any other required notices (Material Events) via the EMMA system.

If you would like for PFM to provide filing assistance for ongoing Annual Disclosure Reporting as outlined in this agreement, please review the following and return an executed copy of this letter to our offices.

Our services and related fees are as follows:

One-time Acceptance Fee for New Series	$1,500
Annual Filing Fee (Per Series):	$5,000

3501 Quadrangle BLVD	407-723-5900 407-
Suite 270	723-5901 fax
Orlando, FL 32817	www.pfm.com

PFM reserves the right to request reimbursement for any out-of-pocket costs that we may incur in filing an Annual Disclosure Report or Material Event Notices.
Bonds issued prior to the date of this agreement shall not be subject to the One-time Acceptance Fee.

One-time Acceptance Fee shall be paid out of the next bond issuance as part of the District’s costs of issuance

In exchange for the annual fee, PFM shall perform the following services:

Notice to the Client that Annual Disclosure Report will be coming due.
List of information required in the Annual Disclosure Report which will need to be supplied by the Client.
Documentation or citation of information that will come from parties outside of the Client (e.g., local units, counties, Municipal Advisory Council of Florida, the State of Florida, etc.).
Compilation or Draft of Annual Disclosure Report, based on information provided by the Client and other entities.
Submission of Annual Disclosure Report.
Copies and confirmation delivered to the Client indicating Annual Report and audited financial statements have been filed; and
Filing of Material Events Notices provided or reviewed by the Client.
PFM will undertake reasonable efforts to monitor the credit ratings of the State of Florida and bond insurance companies and notify the Client when it becomes aware of any changes. If PFM becomes aware of any such rating change we will prepare and file notice on EMMA when required.

Contract Term

3501 Quadrangle BLVD	407-723-5900
Suite 270	407-723-5901 fax
Orlando, FL 32817	www.pfm.com

This contract covers all outstanding and future bond issues of the Client that are subject to continuing disclosure requirements and will be in effect for the life of those bond issues, unless earlier terminated in accordance with the Original Agreement.

Termination of Contract
This contract may be terminated in accordance with Section IV of the Original Agreement.

If this engagement letter is satisfactory, please have an authorized official acknowledge below and return one copy to the undersigned.

ACCEPTED THIS 	 DAY OF 	 , 2026:

Finley Woods Community Development District	PFM Group Consulting LLC

By:		 By:  _	 Name: 		 Name:		
Title:	Title:

Finley Woods Community Development District

Discussion regarding Phase 1C Common Area Maintenance
Proposals for Repair Work Pond Bottom Maintenance

Grasshoppers TLC
661 SW 161st Ter Newberry, FL 32669 USA
+13522194080
grasshopperstlc@gmail.com

Estimate		
ADDRESS	ESTIMATE # 3965	
Finley Woods Phase 1C	DATE 03/10/2026	
4809 SW 62nd Ave.		
Gainesville, Fl. 32608		

ACTIVITY	QTY	RATE	AMOUNT	
This estimate is for repairing and install rock in problematic areas.				
Landscape Site Prep
Prep three turn corner areas that are that are problematic from cars turning. Carving and dig out areas for crush run installation.	1	250.00	250.00	
Rock
Furnish and install 4.5 yards of fines and drain rock mixture in prepped areas and then compact.	4.50	165.00	742.50	
Delivery - Landscaping
Gather and deliver materials to jobsite.	1	85.00	85.00	

TOTAL	$1,077.50

Accepted By	Accepted Date

Grasshoppers TLC
661 SW 161st Ter Newberry, FL 32669 USA
+13522194080
grasshopperstlc@gmail.com

Estimate		
ADDRESS	ESTIMATE # 3984	
Finley Woods Phase 1C	DATE 03/12/2026	
4809 SW 62nd Ave.		
Gainesville, Fl. 32608		

ACTIVITY	QTY	RATE	AMOUNT	
This estimate is for another option to repair the problematic areas from vehicles turning. I don't recommend this solution because the problem will still be an issue and the new grass could get damaged before getting established.				
Dirt work
Prep the three problematic areas and install archer fill and compact to prep for sod installation.	1	375.00	375.00	
Sod
Furnish and install approximately 250 sq ft of Bahia sod in prepped areas.	250	2.50	625.00	
Delivery - Landscaping
Gather and deliver materials to jobsite	1	65.00	65.00	

TOTAL	$1,065.00

Accepted By	Accepted Date

Finley Woods Community Development District

Review and Consideration of Finley Woods Phase 3 Stormwater Pond
Operation and Maintenance Responsibility Letter to St. Johns River Water Management District

Finley Woods Community Development District
OFFICE OF THE DISTRICT MANAGER
3501 Quadrangle Boulevard, Suite 270 | Orlando, FL 32817
Phone: (407) 723-5900 | Fax: (407) 723-5901

March 12, 2026

Gilliane Magdael, P.E.
Bureau of Environmental Resource Regulation St. Johns River Water Management District
P.O. Box 1429
Palatka, Florida 32178-1429 gmagdael@sjrwmd.com
Re:	Finley Woods Community Development District Stormwater Operation
Project Name: Finley Woods Phase 3 Application No.: 180783-2
Dear Ms. Magdael:
On behalf of the Finley Woods Community Development District, a unit of special purpose local government validly established pursuant to Chapter 190, Florida Statutes (the “District”), I am writing you regarding the operation and maintenance of the completed stormwater ponds. The District intends to accept responsibility for the perpetual operation, maintenance, and funding of the stormwater management system. The District is authorized to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain systems, facilities, and basic infrastructures for stormwater management improvements. As part of the District’s capital improvement plan, the District intends to finance, construct, acquire, operate and maintain the stormwater system within the District. Upon transfer of the project from the construction to operation phase, the District’s intent is to assume operation and maintenance responsibility for the completed stormwater ponds. It is the District’s desire to declare its intention to serve as the operation and maintenance entity for the completed stormwater ponds. Should you require any additional information regarding the District’s intent, please do not hesitate to contact me.

Sincerely,

Jane Gaarlandt District Manager
cc: Michelle Rigoni, District Counsel

Finley Woods Community Development District

Consideration of Work Product Acquisition for the Series 2020 Project
A.		Resolution 2026-01, Authorizing DSRF Release and Requisition
(Series 2020)

RESOLUTION 2026-01
A RESOLUTION OF THE BOARD OF SUPERVISORSOF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE RELEASE OF A PORTION OF THE DEBT SERVICE RESERVE FUNDS INTO THE SERIES 2020 ACQUISITION AND CONSTRUCTION ACCOUNT; AUTHORIZING A WORK PRODUCT ACQUISITION AND, UPON COMPLETION OF SUCH ACQUISITION, A REQUISITION FOR PAYMENT OF SUCH WORK PRODUCT FROM THE SERIES 2020 ACQUISITION AND CONSTRUCTION ACCOUNT; PROVIDING ADDITIONAL AUTHORIZATION; AND PROVIDING FOR SEVERABILITY, CONFLICTS, AND AN EFFECTIVE DATE.
WHEREAS, the Finley Woods Community Development District ("District") is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes; and
WHEREAS, the District previously issued its Capital Improvement Revenue Bonds, Series 2020 (Assessment Area One) ("Series 2020 Bonds") pursuant to that certain Master Trust Indenture dated as of February 1, 2020 ("Master Indenture") as supplemented by that certain First Supplemental Trust Indenture dated as of February 1, 2020 ("Supplemental Indenture" and together with the Master Indenture, "Indenture") in order to finance the District's "Series 2020 Project";1 and
WHEREAS, in connection with the issuance of the Series 2020 Bonds and pursuant to the Indenture, certain monies in the amount of Series 2020 Reserve Account Requirement were originally placed in the Series 2020 Reserve Account for the protection of the holders of the Series 2020 Bonds until the following Conditions for Reduction of Reserve Account Requirement were met, all as further detailed in the Supplemental Indenture:
"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 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. (for purposes of this Resolution, hereinafter referred to as "Release Conditions").
WHEREAS, the Release Conditions, once satisfied, will trigger the release of an amount equal to 50% of the Maximum Annual Debt Service Requirement for all Outstanding Series 2020 Bonds, as of the time of any such calculation ("Released Proceeds") from the Series 2020 Reserve Account into the Series 2020 Acquisition and Construction Account; and

1 Terms not otherwise defined in this resolution shall have the meanings ascribed to them by the Indenture.

WHEREAS, as further provided in the Indenture, prior to the Date of Completion of the Series 2020 Project,2 upon the satisfaction of the Release Conditions the Released Proceeds shall be deposited into the Series 2020 Acquisition and Construction Account and, together with any other amounts in the Series 2020 Acquisition and Construction Account (such amounts together with the Released Proceeds, the "Additional Construction Proceeds"), applied to pay the Costs of the Series 2020 Project; and

WHEREAS, in connection with the issuance of Series 2020 Bonds, Finley Woods Development, LLC ("Developer") is required to contribute $772,257 in funds or CIP infrastructure components to the District in order to satisfy its Contribution requirement, as defined in and further provided the Assessment Methodology; and

WHEREAS, the District desires to acquire from the Developer the engineering, site plan, and other work product associated with the previously acquired and constructed Series 2020 Project improvements (collectively, "Work Product"), which is part of the Series 2020 Project as provided in the District's capital improvement plan reports, in an amount that is lesser of an estimated not to exceed value of
$	 ortheactual costs paid for same by the Developer ("Unpaid Amount"), and the Board desires to utilize a portion of such acquisition to recognize the Developer's satisfaction of Contribution requirement and to pay the remainder of acquisition costs from Additional Construction Proceeds; and

WHEREAS, the District further authorizes a requisition be prepared pursuant to the terms of the Supplemental Indenture in order to fund the remaining unreimbursed portion of the Unpaid Amount (excluding Contribution recognized) from the Additional Construction Proceeds.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE FINLEY WOODS COMMUNITY DEVELOPMENT DISTRICT:

RECITALS. The foregoing recitals are incorporated herein as true and correct findings of the District's Board of Supervisors.

RECOGNITION OF CONTRIBUTION. The District hereby recognizes, accepts, and acknowledges $772,257 of the Unpaid Amount as Contribution. The District hereby acknowledges that the same satisfies the Developer's Contribution requirement in full as provided in the Assessment Methodology.

AUTHORIZATION FOR RESERVES RELEASE. Upon receipt of applicable certificates per Indenture requirements confirming the satisfaction of the Release Conditions, the District hereby authorizes District staff to request to the Trustee that the Trustee transfer the Released Proceeds from the Series 2020 Reserve Account to the Series 2020 Acquisition and Construction Account per Indenture terms.

AUTHORIZATION FOR ACQUISITION ANO SUBSEQUENT REQUISITION.	The District
hereby authorizes District staff to acquire the Work Product in an amount not to  exceed
$	 Furthermore, the District hereby authorizes a requisition for payment to the Developer of the remainder of Unpaid Amount (excluding Contribution), to the extent of available

2 The Series 2020 Project, which consists of the public improvements in Phases lC and 2, has not yet been declared complete by the District.

Additional Construction Proceeds, in substantially the form provided in the Indenture, to be submitted to the Trustee once the Released Proceeds have been transferred from the Series 2020 Reserve Account to the Series 2020 Acquisition and Construction Account.
GENERAL AUTHORIZATION; RATIFICATION OF PRIOR ACTIONS. The Chairman, members
of the Board of Supervisors, and District staff are hereby generally authorized, upon the adoption of this Resolution, to do all acts and things required of them by this Resolution or desirable or consistent with the requirements or intent hereof. To the extent the Chairman, members of the Board of Supervisors, and District staff have taken certain preliminary actions to date to effectuate transactions contemplated by this Resolution, such actions are hereby ratified, confirmed, and approved.
CONFLICTS. All District resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.
SEVERABILITV. If any section or part of a section of this Resolution is declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.
EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption.

PASSED AND ADOPTED this 9th day of April 2026.
ATTEST:	FINLEY WOODS COMMUNITY
DEVELOPMENT DISTRICT

Secretary/ Asst. Secretary		By:.		 Its: 	

Finley Woods Community Development District

Update Regarding Environmental Resource Permit No. 157052-2

November 04, 2025 Virgina Patterson
Finley Woods Community Development District 3501 Quadrangle Blvd
Ste 270
Orlando, FL 32817-8329
SUBJECT:	157052-2
Finley Woods Phase II - Swale Modification Dear Sir/Madam:
Enclosed is your individual permit issued by the St. Johns River Water Management District on November 04, 2025. This permit is a legal document and should be kept with your other important documents. Permit issuance does not relieve you from the responsibility of obtaining any necessary permits from any federal, state, or local agencies for your project.

Technical Staff Report:
If you wish to receive a copy of a Technical Staff Report (TSR) that provides the District staff's analysis of the permit application, go to our ePermit portal on the District’s website at https://permitting.sjrwmd.com/ep/#/ep, and then click on “Regulatory Search” from the Search option on the blue bar. From the search page, enter the Application/Permit #, and the Sequence # in the appropriate boxes and then click on Search. Click on the application/permit number hyperlink, to take you to a listing of all documents, including the TSR, for this permit.

Noticing Your Permit:
For noticing instructions, please refer to the noticing materials in this package regarding closing the point of entry for someone to challenge the issuance of your permit. Please note that if a timely petition for administrative hearing is filed, your permit will become non-final and any activities that you choose to undertake pursuant to your permit will be at your own risk. Please refer to the attached Notice of Rights to determine any legal rights you may have concerning the District’s agency action.
Compliance with Permit Conditions:
To submit your required permit compliance information, go to our ePermit portal on the District’s website at https://permitting.sjrwmd.com/ep/#/ep. Once you have logged in to your account go to the "Processed Applications" panel and click on the hyperlink in the "Items Due" column. If you don't see your permit on this panel, you can add it as a "Favorite" by clicking on the "Favorite" icon at the top of the dashboard. This hyperlink will take you to a list of pending submittals due, and choose the appropriate submittal and click on the "Edit" icon to add necessary documents or information, and then submit. You can also submit this compliance data from the "Services"

menu after logging in to your account. You will find the link under "Miscellaneous" services menu. The associated compliance forms to comply with your permit conditions are available at https://www.sjrwmd.com/documents/permitting/ .

Transferring Your Permit:
Your permit requires you to notify the District within 30 days of any change in ownership or control of the project or activity covered by the permit, or within 30 days of any change in ownership or control of the real property on which the permitted project or activity is located or occurs. You will need to provide the District with the information specified in rule 62-330.340, Florida Administrative Code (F.A.C.). Generally, this will require you to complete and submit Form 62-330.340(1), “Request to Transfer Permit,” available
at https://www.sjrwmd.com/documents/permitting/. You can apply for a permit transfer on our the District's ePermit portal at https://permitting.sjrwmd.com/ep/#/ep. Once you have logged in, click on "Transfer Request" from the "SWERP/ERP Applications" Services menu.

Thank you and please let us know if you have additional questions. For general questions contact e-permit@sjrwmd.com or (386) 329-4570.

Sincerely,

Jeff Prather, Division Director Division of Regulatory Services
St. Johns River Water Management District 2501 S. Binion Rd
Apopka, Fl 32703
321-676-6609

Enclosures: Permit
Notice of Rights
List of Newspapers for Publication cc: District Permit File

ST. JOHNS RIVER WATER MANAGEMENT DISTRICT
Post Office Box 1429 Palatka, Florida 32178-1429
PERMIT NO:	157052-2	DATE ISSUED: November 04, 2025
PROJECT NAME: Finley Woods Phase II - Swale Modification
A PERMIT AUTHORIZING:
Minor Modification of Permit No. 157052-2 for Finley Woods Phase II - Swale Modification to include the construction and operation of a 0.22 - acre project as per plans received by the District on September 22, 2025.

LOCATION:
Section(s):	27	Township(s):	10S	Range(s):	19E

Alachua County

Receiving Water Body:
Name	Class	
Landlocked Basin	III Fresh	

ISSUED TO:
Finley Woods Community Development District 3501 Quadrangle Blvd
Ste 270
Orlando, FL 32817-8329

The permittee agrees to hold and save the St. Johns River Water Management District and its successors harmless from any and all damages, claims, or liabilities which may arise from permit issuance. Said application, including all plans and specifications attached thereto, is by reference made a part hereof.

This permit does not convey to the permittee any property rights nor any rights or privileges other than those specified herein, nor relieve the permittee from complying with any law, regulation or requirement affecting the rights of other bodies or agencies. All structures and works installed by permittee hereunder shall remain the property of the permittee.

This permit may be revoked, modified or transferred at any time pursuant to the appropriate provisions of Chapter 373, Florida Statutes.

PERMIT IS CONDITIONED UPON:
See conditions on attached “Exhibit A”, dated November 04, 2025
AUTHORIZED BY:	St. Johns River Water Management District
Division of Regulatory Services
By: 

David Miracle Regulatory Manager

"EXHIBIT A"
CONDITIONS FOR ISSUANCE OF PERMIT NUMBER 157052-2
Finley Woods Phase II - Swale Modification DATED November 04, 2025

All activities shall be implemented following the plans, specifications and performance criteria approved by this permit. Any deviations must be authorized in a permit modification in accordance with Rule 62-330.315, F.A.C. Any deviations that are not so authorized may subject the permittee to enforcement action and revocation of the permit under Chapter 373, F.S.

A complete copy of this permit shall be kept at the work site of the permitted activity during the construction phase, and shall be available for review at the work site upon request by the District staff. The permittee shall require the contractor to review the complete permit prior to beginning construction.

Activities shall be conducted in a manner that does not cause or contribute to violations of state water quality standards. Performance-based erosion and sediment control best management practices shall be installed immediately prior to, and be maintained during and after construction as needed, to prevent adverse impacts to the water resources and adjacent lands. Such practices shall be in accordance with the State of Florida Erosion and Sediment Control Designer and Reviewer Manual (Florida Department of Environmental Protection and Florida Department of Transportation June 2007), and the Florida Stormwater Erosion and Sedimentation Control Inspector’s Manual (Florida Department of Environmental Protection, Nonpoint Source Management Section, Tallahassee, Florida, July 2008), which are both incorporated by reference in subparagraph 62-330.050(9)(b)5, F.A.C., unless a project-specific erosion and sediment control plan is approved or other water quality control measures are required as part of the permit.

At least 48 hours prior to beginning the authorized activities, the permittee shall submit to the District a fully executed Form 62-330.350(1), “Construction Commencement Notice,” (October 1, 2013) (http://www.flrules.org/Gateway/reference.asp?No=Ref-02505), incorporated by reference herein, indicating the expected start and completion dates. A copy of this form may be obtained from the District, as described in subsection 62-330.010(5), F.A.C., and shall be submitted electronically or by mail to the
Agency. However, for activities involving more than one acre of construction that also require a NPDES stormwater construction general permit, submittal of the Notice of Intent to Use Generic Permit for Stormwater Discharge from Large and Small Construction Activities, DEP Form 62-621.300(4)(b), shall also serve as notice of commencement of construction under this chapter and, in such a case, submittal of Form 62-330.350(1) is not required.

Unless the permit is transferred under Rule 62-330.340, F.A.C., or transferred to an operating entity under Rule 62-330.310, F.A.C., the permittee is liable to comply with the plans, terms and conditions of the permit for the life of the project or activity.

If the final operation and maintenance entity is a third party:

Prior to sales of any lot or unit served by the activity and within one year of permit issuance, or within 30 days of as-built certification, whichever comes first, the permittee shall submit, as applicable, a copy of the operation and maintenance documents (see sections 12.3 thru 12.3.4 of Volume I) as filed with the Florida Department of State, Division of Corporations and a copy of any easement, plat, or

deed restriction needed to operate or maintain the project, as recorded with the Clerk of the Court in the County in which the activity is located.
Within 30 days of submittal of the as- built certification, the permittee shall submit “Request for Transfer of Environmental Resource Permit to the Perpetual Operation and Maintenance Entity” [Form 62-330.310(2)] to transfer the permit to the operation and maintenance entity, along with the documentation requested in the form. If available, an Agency website that fulfills this transfer requirement may be used in lieu of the form.

The permittee shall notify the District in writing of changes required by any other regulatory District that require changes to the permitted activity, and any required modification of this permit must be obtained prior to implementing the changes.

This permit does not:

Convey to the permittee any property rights or privileges, or any other rights or privileges other than those specified herein or in Chapter 62-330, F.A.C.;

Convey to the permittee or create in the permittee any interest in real property;

Relieve the permittee from the need to obtain and comply with any other required federal, state, and local authorization, law, rule, or ordinance; or

Authorize any entrance upon or work on property that is not owned, held in easement, or controlled by the permittee.

Prior to conducting any activities on state-owned submerged lands or other lands of the state, title to which is vested in the Board of Trustees of the Internal Improvement Trust Fund, the permittee must receive all necessary approvals and authorizations under Chapters 253 and 258, F.S. Written authorization that requires formal execution by the Board of Trustees of the Internal Improvement Trust Fund shall not be considered received until it has been fully executed.

The permittee shall hold and save the District harmless from any and all damages, claims, or liabilities that may arise by reason of the construction, alteration, operation, maintenance, removal, abandonment or use of any project authorized by the permit.

The permittee shall notify the District in writing:

Immediately if any previously submitted information is discovered to be inaccurate; and

Within 30 days of any conveyance or division of ownership or control of the property or the system, other than conveyance via a long-term lease, and the new owner shall request transfer of the permit in accordance with Rule 62-330.340, F.A.C. This does not apply to the sale of lots or units in residential or commercial subdivisions
or condominiums where the stormwater management system has been completed and converted to the operation phase.
Upon reasonable notice to the permittee, District staff with proper identification shall have permission to enter, inspect, sample and test the project or activities to ensure conformity with the plans and specifications authorized in the permit.
If prehistoric or historic artifacts, such as pottery or ceramics, projectile points, stone tools, dugout canoes, metal implements, historic building materials, or any other physical

remains that could be associated with Native American, early European, or American settlement are encountered at any time within the project site area, the permitted project shall cease all activities involving subsurface disturbance in the vicinity of the discovery. The permittee or other designee shall contact the Florida Department of State, Division of Historical Resources, Compliance Review Section (DHR), at (850) 245-6333, as well as the appropriate permitting agency office. Project activities shall not resume without verbal or written authorization from the Division of Historical Resources. If unmarked human remains are encountered, all work shall stop immediately and the proper authorities notified in accordance with Section 872.05, F.S. For project activities subject to prior consultation with the DHR and as an alternative to the above requirements, the permittee may follow procedures for unanticipated discoveries as set forth within a cultural resources assessment survey determined complete and sufficient by DHR and included as a specific permit condition herein.

Any delineation of the extent of a wetland or other surface water submitted as part of the permit application, including plans or other supporting documentation, shall not be considered binding unless a specific condition of this permit or a formal determination under Rule 62-330.201, F.A.C., provides otherwise.

The permittee shall provide routine maintenance of all components of the stormwater management system to remove trapped sediments and debris. Removed materials shall be disposed of in a landfill or other uplands in a manner that does not require a permit under Chapter 62-330, F.A.C., or cause violations of state water quality standards.

This permit is issued based on the applicant’s submitted information that reasonably demonstrates that adverse water resource-related impacts will not be caused by the completed permit activity. If any adverse impacts result, the District will require the permittee to eliminate the cause, obtain any necessary permit modification, and take any necessary corrective actions to resolve the adverse impacts.

A Recorded Notice of Environmental Resource Permit may be recorded in the county public records in accordance with Rule 62-330.090(7), F.A.C. Such notice is not an encumbrance upon the property.

This permit for construction will expire five years from the date of issuance.
At a minimum, all retention and detention storage areas must be excavated to rough grade prior to building construction or placement of impervious surface within the area to be served by those facilities. To prevent reduction in storage volume and percolation rates, all accumulated sediment must be removed from the storage area prior to final grading and stabilization.
All wetland areas or water bodies that are outside the specific limits of construction authorized by this permit must be protected from erosion, siltation, scouring or excess turbidity, and dewatering.

If limestone bedrock is encountered during construction of the retention basins or a sinkhole or solution cavity forms during construction, construction of the basin must be halted immediately and the District must be notified. Remedial action will be required.

The permittee must visually inspect all permitted surface water management basins monthly for the occurrence of sinkholes and document these inspections on District Condition Compliance Form Number EN-33. The completed form must be sent to the District annually by May 31st of each year.

The permittee must report any sinkhole that develops within the surface water management system. Permittee must notify the District of any sinkhole development in the surface water management system within 48 hours of its discovery and complete sinkhole repair within 10 days of such discovery using a District approved methodology.

The operation and maintenance entity shall inspect the stormwater or surface water management system once within two years after the completion of construction and every two years thereafter to determine if the system is functioning as designed and permitted. The operation and maintenance entity must maintain a record of each required inspection, including the date of the inspection, the name and contact information of the inspector, and whether the system was functioning as designed and permitted, and make such record available for inspection upon request by the District during normal business hours. If at any time the system is not functioning as designed and permitted, then within 30 days the entity shall submit a report electronically or in writing to the District using Form 62-330.311(1), “Operation and Maintenance Inspection Certification,” describing the remedial actions taken to resolve the failure or deviation.

This permit does not authorize the permittee to cause any adverse impact to or “take” of state listed species and other regulated species of fish and wildlife. Compliance with state laws regulating the take of fish and wildlife is the responsibility of the owner or applicant associated with this project. Please refer to Chapter 68A-27 of the Florida Administrative Code for definitions of “take” and a list of fish and wildlife species. If listed species are observed onsite, FWC staff are available to provide decision support information or assist in obtaining the appropriate FWC permits. Most marine endangered and threatened species are statutorily protected and a “take” permit cannot be issued. Requests for further information or review can be sent to FWCConservationPlanningServices@MyFWC.com.

The proposed project must be constructed and operated as per plans received by the District on September 22, 2025.

This permit does not authorize impacts to wetlands or other surface waters.

Notice Of Rights

A person whose substantial interests are or may be affected has the right to request an administrative hearing by filing a written petition with the St. Johns River Water Management District (District). Pursuant to Chapter 28-106 and Rule 40C-1.1007, Florida Administrative Code, the petition must be filed (received) either by delivery at the office of the District Clerk at District Headquarters, P. O. Box 1429, Palatka Florida 32178-1429 (4049 Reid St., Palatka, FL 32177) or by e-mail with the District Clerk at Clerk@sjrwmd.com, within twenty-six (26) days of the District depositing the notice of District decision in the mail (for those persons to whom the District mails actual notice), within twenty-one (21) days of the District emailing the notice of District decision (for those persons to whom the District emails actual notice), or within twenty-one (21) days of newspaper publication of the notice of District decision (for those persons to whom the District does not mail or email actual notice). A petition must comply with Sections 120.54(5)(b)4. and 120.569(2)(c), Florida Statutes, and Chapter 28-106, Florida Administrative Code. The District will not accept a petition sent by facsimile (fax), as explained in paragraph no. 4 below.

Please be advised that if you wish to dispute this District decision, mediation may be available and that choosing mediation does not affect your right to an administrative hearing. If you wish to request mediation, you must do so in a timely-filed petition. If all parties, including the District, agree to the details of the mediation procedure, in writing, within 10 days after the time period stated in the announcement for election of an administrative remedy under Sections 120.569 and 120.57, Florida Statutes, the time limitations imposed by Sections 120.569 and 120.57, Florida Statutes, shall be tolled to allow mediation of the disputed District decision. The mediation must be concluded within 60 days of the date of the parties’ written agreement, or such other timeframe agreed to by the parties in writing. Any mediation agreement must include provisions for selecting a mediator, a statement that each party shall be responsible for paying its pro-rata share of the costs and fees associated with mediation, and the mediating parties’ understanding regarding the confidentiality of discussions and documents introduced during mediation. If mediation results in settlement of the administrative dispute, the District will enter a final order consistent with the settlement agreement. If mediation terminates without settlement of the dispute, the District will notify all the parties in writing that the administrative hearing process under Sections 120.569 and 120.57, Florida Statutes, is resumed. Even if a party chooses not to engage in formal mediation, or if formal mediation does not result in a settlement agreement, the District will remain willing to engage in informal settlement discussions.

A person whose substantial interests are or may be affected has the right to an informal administrative hearing pursuant to Sections 120.569 and 120.57(2), Florida Statutes, where no material facts are in dispute. A petition for an informal hearing must also comply with the requirements set forth in Rule 28-106.301, Florida Administrative Code.

Notice Of Rights

A petition for an administrative hearing is deemed filed upon receipt of the complete petition by the District Clerk at the District Headquarters in Palatka, Florida during the District’s regular business hours. The District’s regular business hours are 8:00 a.m. – 5:00 p.m., excluding weekends and District holidays. Petitions received by the District Clerk after the District’s regular business hours shall be deemed filed as of 8:00 a.m. on the District’s next regular business day. The District’s acceptance of petitions filed by e-mail is subject to certain conditions set forth in the District’s Statement of Agency Organization and Operation (issued pursuant to Rule 28-101.001, Florida Administrative Code), which is available for viewing at sjrwmd.com. These conditions include, but are not limited to, the petition being in the form of a PDF or TIFF file and being capable of being stored and printed by the District. Further, pursuant to the District’s Statement of Agency Organization and Operation, attempting to file a petition by facsimile is prohibited and shall not constitute filing.

Failure to file a petition for an administrative hearing within the requisite timeframe shall constitute a waiver of the right to an administrative hearing. (Rule 28-106.111, Florida Administrative Code).

The right to an administrative hearing and the relevant procedures to be followed are governed by Chapter 120, Florida Statutes, Chapter 28-106, Florida Administrative Code, and Rule 40C-1.1007, Florida Administrative Code. Because the administrative hearing process is designed to formulate final agency action, the filing of a petition means the District’s final action may be different from the position taken by it in this notice. A person whose substantial interests are or may be affected by the District’s final action has the right to become a party to the proceeding, in accordance with the requirements set forth above.

Pursuant to Section 120.68, Florida Statutes, a party to the proceeding before the District who is adversely affected by final District action may seek review of the action in the District Court of Appeal by filing a notice of appeal pursuant to Rules 9.110 and 9.190, Florida Rules of Appellate Procedure, within 30 days of the rendering of the final District action.

A District action is considered rendered, as referred to in paragraph no. 7 above, after it is signed on behalf of the District and filed by the District Clerk.

Failure to observe the relevant timeframes for filing a petition for judicial review as described in paragraph no. 7 above will result in waiver of that right to review.

NOR.Decision.DOC.001 Revised 12.7.11

NOTICING INFORMATION

Please be advised that the St. Johns River Water Management District will not publish a notice in the newspaper advising the public that it has issued a permit for this project.

Newspaper publication, using the District’s notice form, notifies members of the public of their right to challenge the issuance of the permit. If proper notice is given by newspaper publication, then there is a 21-day time limit for someone to file a petition for an administrative hearing to challenge the issuance of the permit.

To close the point of entry for filing a petition, you may publish (at your own expense) a one-time notice of the District’s decision in a newspaper of general circulation within the affected area as defined in Section 50.011 of the Florida Statutes. If you do not publish a newspaper notice to close the point of entry, the time to challenge the issuance of your permit will not expire and someone could file a petition even after your project is constructed.

A copy of the notice form and a partial list of newspapers of general circulation are attached for your convenience. However, you are not limited to those listed newspapers. If you choose to close the point of entry and the notice is published, the newspaper will return to you an affidavit of publication. In that event, it is important that you either submit a scanned copy of the affidavit by emailing it to compliancesupport@sjrwmd.com (preferred method) or send a copy of the original affidavit to:
Office of Records and Regulatory Support 4049 Reid Street
Palatka, FL  32177
If you have any questions, please contact the Office of Records and Regulatory Support at
(386) 329-4570.

NOTICE OF AGENCY ACTION TAKEN BY THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT

Notice is given that the following permit was issued on 	:

(Name and address of applicant) 	
permit#	. The project is located in 	County, Section
	, Township 	 South, Range 	 East. The permit authorizes a surface water management system on 		 acres for
	 known as
	. The receiving water body is 	.

A person whose substantial interests are or may be affected has the right to request an administrative hearing by filing a written petition with the St. Johns River Water Management District (District). Pursuant to Chapter 28-106 and Rule 40C-1.1007, Florida Administrative Code (F.A.C.), the petition must be filed (received) either by delivery at the office of the District Clerk at District Headquarters, P.O. Box 1429, Palatka FL 32178-1429 (4049 Reid St, Palatka, FL 32177) or by e-mail with the District Clerk at Clerk@sjrwmd.com, within twenty-one (21) days of newspaper publication of the notice of District decision (for those persons to whom the District does not mail or email actual notice). A petition must comply with Sections 120.54(5)(b)4. and 120.569(2)(c), Florida Statutes (F.S.), and Chapter 28-106, F.A.C. The District will not accept a petition sent by facsimile (fax). Mediation pursuant to Section 120.573, F.S., may be available and choosing mediation does not affect your right to an administrative hearing.
A petition for an administrative hearing is deemed filed upon receipt of the complete petition by the District Clerk at the District Headquarters in Palatka, Florida during the District’s regular business hours. The District's regular business hours are 8 a.m. – 5 p.m., excluding weekends and District holidays. Petitions received by the District Clerk after the District's regular business hours shall be deemed filed as of 8 a.m. on the District’s next regular business day. The District's acceptance of petitions filed by e-mail is subject to certain conditions set forth in the District’s Statement of Agency Organization and Operation (issued pursuant to Rule 28-101.001, Florida Administrative Code), which is available for viewing at www.sjrwmd.com. These conditions include, but are not limited to, the petition being in the form of a PDF or TIFF file and being capable of being stored and printed by the District. Further, pursuant to the District’s Statement of Agency Organization and Operation, attempting to file a petition by facsimile (fax) is prohibited and shall not constitute filing.
The right to an administrative hearing and the relevant procedures to be followed are governed by Chapter 120, Florida Statutes, Chapter 28-106, Florida Administrative Code, and Rule 40C-1.1007, Florida Administrative Code. Because the administrative hearing process is designed to formulate final agency action, the filing of a petition means the District's final action may be different from the position taken by it in this notice. Failure to file a petition for an administrative hearing within the requisite time frame shall constitute a waiver of the right to an administrative hearing. (Rule 28-106.111, F.A.C.).
If you wish to do so, please visit http://www.sjrwmd.com/nor_dec/ to read the complete Notice of Rights to determine any legal rights you may have concerning the District's decision(s) on the permit application(s) described above. You can also request the Notice of Rights by contacting the Director of Office of Records and Regulatory Support, 4049 Reid St., Palatka, FL 32177-2529, tele. no. (386)329-4570.

NEWSPAPER ADVERTISING

ALACHUA	BAKER
Gainesville Sun, Legal Advertising	Baker County Press, Legal Advertising
2700 SW 13th Street	P. O. Box 598
Gainesville, FL 32608	Maclenny, FL 3206 3
866-858-9652	904-259-2400/ fax 904-259-6502

BRAFORD	BREVARD
Bradford County Telegraph, Legal Advertising	Florida Today, Legal Advertising
P. O. Drawer A	P. O. Box 419000
Starke, FL 32901	Melbourne, FL 32941-9000
904-964-6305/ fax 904-964-8628	321-242-3832/ fax 321-242-6618

CLAY	DUVAL
Clay Today, Legal Advertising	Daily Record, Legal Advertising
1560 Kinsley Ave., Suite 1	P. O. Box 1769
Orange Park, FL 32073	Jacksonville, FL 32201
904-264-3200/ fax 904-264-3285	904-356-2466 / fax 904-353-2628

FLAGLER	INDIAN RIVER
Flagler Tribune, c/o News Journal	Treasure Coast News
P. O. Box 2831	760 NW Enterprise Dr.
Daytona Beach, FL 32120-2831	Port St. Lucie, FL 34986
386- 681-2322	772-283-5252

LAKE	MARION
Daily Commercial, Legal Advertising	Ocala Star Banner, Legal Advertising
P. O. Drawer 490007	2121 SW 19th Avenue Road
Leesburg, FL 34749	Ocala, FL 34474
352-365-8235/fax 352-365-1951	352-867-4010/fax 352-867-4126

NASSAU	OKEECHOBEE
News-Leader, Legal Advertising	Okeechobee News, Legal Advertising
P. O. Box 766	P. O. Box 639
Fernandina Beach, FL 32035	Okeechobee, FL 34973-0639
904-261-3696/fax 904-261-3698	863-763-3134/fax 863-763-5901

ORANGE	OSCEOLA
Sentinel Communications, Legal Advertising	Little Sentinel, Legal Advertising 633 N. Orange Avenue	633 N. Orange Avenue
Orlando, FL 32801	Orlando, FL 32801
407-420-5160/ fax 407-420-5011	407-420-5160/ fax 407-420-5011

PUTNAM	ST. JOHNS
Palatka Daily News, Legal Advertising	St. Augustine Record, Legal Advertising
P. O. Box 777	P. O. Box 1630
Palatka, FL 32178	St. Augustine, FL 32085
386-312-5200/ fax 386-312-5209	904-819-3439
SEMINOLE	VOLUSIA
Sanford Herald, Legal Advertising	News Journal Corporation, Legal Advertising
300 North French Avenue	P. O. Box 2831
Sanford, FL 32771	Daytona Beach, FL 32120-2831
407-323-9408	(386) 681-2322

Finley Woods Community Development District

Ratification of Funding Request Nos. 101-103

	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. 101			
2/11/2026			

Invoice No

Supplier

Invoice Date  Property

Invoice Amount

3689298	Kutak Rock LLP (FINLEY)	01/27/2026	Finley Woods CDD	112.00

DM-02-2026-19	PFM Group Consulting LLC (FINLEY)	02/05/2026	Finley Woods CDD	2,083.33

8190	VGlobalTech (FINLEY)	02/01/2026	Finley Woods CDD	145.00
Total:	2,340.33

Board Member

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. 102
3/04/2026

Invoice No	Supplier	Invoice Date	Property	Invoice Amount	
46921-022626	Gainesville Regional Utilities (FINLEY)	02/26/2026	Finley Woods CDD	9.12	
47022-022626	Gainesville Regional Utilities (FINLEY)	02/26/2026	Finley Woods CDD	8.08	
21910	Grasshoppers Total Lawn Care (FINLEY)	02/18/2026	Finley Woods CDD	3,265.00	
22147	Grasshoppers Total Lawn Care (FINLEY)	02/26/2026	Finley Woods CDD	1,500.00	
22151	Grasshoppers Total Lawn Care (FINLEY)	02/26/2026	Finley Woods CDD	1,600.00	
28781	Grau and Associates (FINLEY)	03/02/2026	Finley Woods CDD	1,500.00	
3644788	Kutak Rock LLP (FINLEY)	10/31/2025	Finley Woods CDD	3,306.50	
3644791	Kutak Rock LLP (FINLEY)	10/31/2025	Finley Woods CDD	756.00	
3702551	Kutak Rock LLP (FINLEY)	02/24/2026	Finley Woods CDD	283.00	
0007596380	USA TODAY Media Corp. (FINLEY)	02/28/2026	Finley Woods CDD	154.52	
			Total:	12,382.22	

Board Member

Please Return To:
Finley Woods CDD
c/o PFM Group Consulting LLC
3501 Quadrangle Boulevard, Ste. 270
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. 103
3/10/2026

Invoice No	Supplier	Invoice Date	Property	Invoice Amount	
140950	PFM Group Consulting LLC (FINLEY)	03/03/2026	Finley Woods CDD	27.04	
8277	VGlobalTech (FINLEY)	03/01/2026	Finley Woods CDD	145.00	
			Total:	172.04	

Board Member

Finley Woods Community Development District

Review of Monthly Financials

Finley Woods CDD
February 2026 Financial Package

February 28, 2026

PFM Group Consulting LLC
3501 Quadrangle Blvd
Suite 270
Orlando, FL 32817
(407) 723-5900

	Finley Woods CDD	
	Statement of Financial Position	
	As of 2/28/2026	
	
General Fund	
Debt Service	
Construction	
Long Term Debt	
Total	
	
Assets	
Current Assets		
General Checking Account	$132,726.72				$132,726.72	
Assessments Receivable	13,960.44				13,960.44	
Assessments Receivable - Off Roll	37,037.76				37,037.76	
Deposits	660.00				660.00	
Assessments Receivable		$20,007.52			20,007.52	
Debt Service Reserve Series 2020		180,100.00			180,100.00	
Revenue Series 2020		179,526.93			179,526.93	
Sinking Fund Series 2020		0.02			0.02	
Acquisition/Construction Series 2020	
	
	$21,034.65	
	21,034.65	
Total Current Assets	$184,384.92	$379,634.47	
$21,034.65	$0.00	
$585,054.04	

Investments		
Amount Available in Debt Service Funds				$359,626.95	$359,626.95	
Amount To Be Provided	

	2,410,373.05	2,410,373.05	
Total Investments	$0.00	$0.00	$0.00	
$2,770,000.00	
$2,770,000.00	
Total Assets	
$184,384.92	
$379,634.47	
$21,034.65	
$2,770,000.00	
$3,355,054.04	

Liabilities and Net Assets	
Current Liabilities		
Deferred Revenue	$13,960.44				$13,960.44	
Deferred Revenue - Off Roll	37,037.76				37,037.76	
Deferred Revenue		$20,007.52			20,007.52	
Retainage Payable	
	
	$240,694.70	
	240,694.70	
Total Current Liabilities	$50,998.20	$20,007.52	
$240,694.70	$0.00	
$311,700.42	

Long Term Liabilities		
Revenue Bonds Payable - Long-Term	

	$2,770,000.00	$2,770,000.00	
Total Long Term Liabilities	$0.00	$0.00	$0.00	
$2,770,000.00	
$2,770,000.00	
Total Liabilities	
$50,998.20	
$20,007.52	
$240,694.70	
$2,770,000.00	
$3,081,700.42	

Net Assets	    	
FB - Nonspendable	$1,680.00				$1,680.00	
Net Assets - General Government	72,443.32				72,443.32	
Current Year Net Assets - General Government	59,263.40				59,263.40	
Net Assets, Unrestricted		$260,239.71			260,239.71	
Current Year Net Assets, Unrestricted		99,387.24			99,387.24	
Net Assets, Unrestricted			($310,556.13)		(310,556.13)	
Current Year Net Assets, Unrestricted			3,096.08		3,096.08	
Net Assets - General Government	
	
	87,800.00	
	87,800.00	
Total Net Assets	$133,386.72	$359,626.95	
($219,660.05)	$0.00	
$273,353.62	

    	
Total Liabilities and Net Assets	$184,384.92	$379,634.47	$21,034.65	$2,770,000.00	$3,355,054.04	

Finley Woods CDD Statement of Activities As of 2/28/2026

General Fund	Debt Service		

Construction		

Long Term Debt		

Total	

$108,826.72
5.18

$108,831.90		

$154,856.61 (2,853.83)

$152,002.78		

$2,853.83
$2,853.83		

$0.00		
$108,826.72
5.18
154,856.61
(2,853.83)
2,853.83
$263,688.51	

$3,014.00 1,679.68
10,416.65
1,025.00
1,250.00
4,812.00
7,500.00
1.48
490.62
1,025.00
175.00
1,372.53
3,685.00
500.00
9,800.00
4,500.00

$51,246.96		

$55,962.50
$55,962.50		

$0.00		

$0.00		
$3,014.00 1,679.68
10,416.65
1,025.00
1,250.00
4,812.00
7,500.00
1.48
490.62
1,025.00
175.00
1,372.53
3,685.00
500.00
9,800.00
4,500.00
55,962.50
$107,209.46	

$1,678.46

$1,678.46

$59,263.40		

$3,346.96

$3,346.96

$99,387.24		

$242.25
$242.25

$3,096.08		

$0.00

$0.00		
$1,678.46 3,346.96
242.25
$5,267.67

$161,746.72	
$74,123.32		$260,239.71		($222,756.13)		$0.00		$111,606.90	

$133,386.72		
$359,626.95		
($219,660.05)		
$0.00		
$273,353.62	

Revenues
On-Roll Assessments
Other Income & Other Financing Sources On-Roll Assessments
Inter-Fund Group Transfers In Inter-Fund Transfers In
Total Revenues

Expenses
D&O Insurance Trustee Services Management Engineering Disclosure Agent District Counsel
Assessment Administration Postage & Shipping
Legal Advertising
Web Site Maintenance Dues, Licenses, and Fees Irrigation
General Insurance Other Insurance
Landscaping Maintenance & Material Reserves
Interest Payments -Series 2020 Total Expenses
Other Revenues (Expenses) & Gains (Losses)
Interest Income Interest Income Interest Income
Total Other Revenues (Expenses) & Gains (Losses)

Change In Net Assets

Net Assets At Beginning Of Year

Net Assets At End Of Year

Page 2 of 3

Finley Woods CDD
Budget to Actual
For The Month Ending 2/28/2026

Year To Date
FY2026

Actual

Budget	Variance	Adopted	Percentage
Budget

Revenues

On-Roll Assessments	$	108,826.72	$	51,203.02	$	57,623.70		$ 122,887.24		88.56%	
Off-Roll Assessments	-	15,432.40	(15,432.40)		37,037.76		0.00%	
Developer Contributions	-	30,000.00	(30,000.00)		72,000.00		0.00%	
Other Income & Other Financing Sources	5.18	-	5.18		-		-	
Net Revenues			$	12,196.48		$ 231,925.00		46.93%	

General & Administrative Expenses
Supervisor Fees D&O Insurance Other Insurance Trustee Services Management Engineering Disclosure Agent District Counsel
Assessment Administration Reamortization Schedule Audit
Tax Preparation Postage & Shipping Copies
Legal Advertising Miscellaneous Contingency Office Supplies
Web Site Maintenance Dues, Licenses, and Fees
Total General & Administrative Expenses

Maintenance Expenses
Irrigation
General Insurance
General Repair & Maintenance Landscaping Maintenance & Material Landscape Maintenance - Phase 3 Reserves
Total Maintenance Expenses Total Expenses
Income (Loss) from Operations

Other Income (Expense)
Interest Income
Total Other Income (Expense)

Net Income (Loss)

$	(500.00)	$	1,200.00	0.00%

$	108,831.90	$	96,635.42	

$	
-	
$	500.00	
	3,014.00	1,333.33	
	500.00	208.33	
	1,679.68	1,833.33	
	10,416.65	10,416.67	
	1,025.00	4,166.67	
	1,250.00	2,083.33	
	4,812.00	10,416.67	
	7,500.00	3,125.00	
	-	104.17	
	-	1,572.92	
	-	10.42	
	1.48	104.17	
	-	93.75	
	490.62	1,666.67	
	-	416.67	
	-	-	
	-	20.83	
	1,025.00	1,225.00	
	175.00	104.17	
$	31,889.43	$	39,402.08	

$	
1,372.53	
$	4,166.67	
	3,685.00	1,633.33	
	-	2,083.33	
	9,800.00	17,100.00	
	-	30,000.00	
	4,500.00	2,250.00	
$	19,357.53	$	57,233.33	
$	51,246.96	$	96,635.42	

$	
57,584.94	
$	-	

$	
1,678.46	
$	-	
$	1,678.46	$	-	
$	59,263.40	$	-	

1,680.67	3,200.00	94.19%
291.67	500.00	100.00%
(153.65)	4,400.00	38.17%
(0.02)	25,000.00	41.67%
(3,141.67)	10,000.00	10.25%
(833.33)	5,000.00	25.00%
(5,604.67)	25,000.00	19.25%
4,375.00	7,500.00	100.00%
(104.17)	250.00	0.00%
(1,572.92)	3,775.00	0.00%
(10.42)	25.00	0.00%
(102.69)	250.00	0.59%
(93.75)	225.00	0.00%
(1,176.05)	4,000.00	12.27%
(416.67)	1,000.00	0.00%
-	-	0.00%
(20.83)	50.00	-
(200.00)	2,940.00	34.86%
70.83	250.00	70.00%

$	(7,512.65)	$	94,565.00	33.72%

$	(2,794.14)	$	10,000.00	13.73%
2,051.67	3,920.00	94.01%
(2,083.33)	5,000.00	0.00%
(7,300.00)	41,040.00	23.88%
(30,000.00)	72,000.00	0.00%
2,250.00	5,400.00	83.33%

$	(37,875.80)	$ 137,360.00	14.09%

$	(45,388.46)	$ 231,925.00	22.10%
	 	
$	57,584.94	$	-

$	1,678.46	$	-

$	1,678.46	$	-

$	59,263.40	$	-

	 

Finley Woods Community Development District

Staff Reports