WILFORD PRESERVE
Community Development District

MARCH 5, 2018

Wilford Preserve
Community Development District
475 West Town Place, Suite 114, St. Augustine, Florida 32092 Phone: 904-­‐‑940-­‐‑5850 -­‐‑ Fax: 904-­‐‑940-­‐‑5899

February 27, 2018

Board of Supervisors Wilford Preserve
Community Development District Dear Board Members:
The Wilford Preserve Community Development District Meeting is scheduled for Monday, March 5, 2018 at 1:30 p.m. at Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065. Following is the advance agenda for the meeting:

Call to Order
Public Comment
Affidavit of Publication
Organizational Matters
Acceptance of Resignations from Robert White and Nick Powell
Oath of Office for Newly Elected Supervisors
Consideration of Resolution 2018-01, Canvassing and Certifying the Results of the Landowners Election
Resolution 2018-02, Election of Officers
Financing Matters
Consideration of Engineer’s Report
Consideration of Assessment Methodology
Consideration of Resolution 2018-03, Declaring Special Assessments
Consideration of Resolution 2018-04, Setting a Public Hearing Date
Consideration of Resolution 2018-05, Bond Authorization
Consideration of Matters Related to Project Construction
Consideration of Resolution 2018-06, Designating a Regular Meeting Schedule
Consideration of Resolution 2018-07, Amending Resolution 2017-15 to Re-Schedule and Notice the Public Hearings on the FY 2017 and 2018 Budgets
Approval of Minutes
April 14, 2017 Organizational Meeting
June 16, 2017 Meeting
September 1, 2017
Acceptance of Minutes of the September 1, 2017 Audit Committee Meeting
Selection of Audit Committee and Authorization for Staff to Issue an RFP
Consideration of RFQ for Engineering Services
Staff Reports

District Counsel
Interim Engineer
District Manager
Consideration of Funding Request No. 2
Supervisors’ Requests and Audience Comments
Next Scheduled Meeting – TBD
Adjournment
Audit Committee Meeting
Call to Order
Approval of Auditor Evaluation Criteria
Other Business
Adjournment

Enclosed under the third order of business is the affidavit of publication for the landowners meeting and regular business meeting.

The fourth order of business is organizational matters. An oath of office will be administered to the persons elected at the landowners’ election and the board will then adopt resolution 2018-01 which certifies the results of the landowners’ election. The slate of officers can then be set with resolution 2018-02.

The fifth order of business is financing matters. Enclosed for your review and approval are copies of the engineer’s report, resolution 2018-03, 2018-04 and 2018-05. The assessment methodology will be provided under separate cover.

Any items to be considered under section VI will be provided under separate cover.

The seventh order of business is consideration of resolution 2018-6, designating a regular meeting schedule. A copy of the resolution is enclosed for your review.

The eighth order of business is consideration of resolution 2018-07, amending resolution 2017-15 to re-schedule and notice the public hearings on the FY 2017 and 2018 budgets. A copy of the resolution is enclosed for your review.

Enclosed for your review and approval under the ninth order of business are the minutes of the April 14, 2017 organizational meeting , the June 16, 2017 meeting and the September 1, 2017 meeting.

Enclosed under the tenth order of business are the minutes of the September 1, 2017 audit committee meeting.

The twelfth order of business is consideration of RFQ for engineering services. Copies of the notice of RFQ and the evaluation criteria are enclosed for your review.

Enclosed under the fourteenth order of business is funding request number two for your review and approval.

The balance of the agenda is routine in nature and staff will present their reports.

We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at (904) 940-5850.

Sincerely, James Perry James Perry
District Manager
Wilford Preserve Community Development District

AGENDA

Wilford Preserve Community Development District
Revised Agenda

Monday	Plantation Oaks Amenity Center
March 5, 2018	845 Oakleaf Plantation Parkway
1:30 p.m.	Orange Park, Florida 32065
Call In # 1-888-394-8197 Code 343382

Call to Order

Public Comment

Affidavit of Publication

Organizational Matters
Acceptance of Resignations from Robert White and Nick Powell

Oath of Office for Newly Elected Supervisors

Consideration of Resolution 2018-01, Canvassing and Certifying the Results of the Landowners Election

Resolution 2018-02, Election of Officers

Financing Matters
Consideration of Engineer’s Report

Consideration of Assessment Methodology

Consideration of Resolution 2018-03, Declaring Special Assessments

Consideration of Resolution 2018-04, Setting a Public Hearing Date

Consideration of Resolution 2018-05, Bond Authorization

Consideration of Matters Related to Project Construction
Resolution 2018-08, Authorizing RFP for Infrastructure Construction Project

Consideration of Resolution 2018-06, Designating a Regular Meeting Schedule

Consideration of Resolution 2018-07, Amending Resolution 2017-15 to Re-Schedule and Notice the Public Hearings on the FY 2017 and 2018 Budgets

Approval of Minutes
April 14, 2017 Organizational Meeting

June 16, 2017 Meeting

September 1, 2017

Acceptance of Minutes of the September 1, 2017 Audit Committee Meeting

Selection of Audit Committee and Authorization for Staff to Issue an RFP

Consideration of RFQ for Engineering Services

Staff Reports
District Counsel

Interim Engineer

District Manager

Consideration of Funding Request No. 2

Supervisors’ Requests and Audience Comments

Next Scheduled Meeting – TBD

Adjournment

Audit Committee Meeting

Call to Order

Approval of Auditor Evaluation Criteria

Other Business

Adjournment

THIRD ORDER OF BUSINESS

aoout:Ola:

PUBLlSHERAFFIDAVIT
CLAY TODAY
Published Weekly Orange Park, Florida

STATE OF FLORIDA COUNTY OF CLAY:
Before the undersigned authority personally appeared Jon Camrell, 1'llo onoO!h says that be is tru, publisher of the 'Clay Today''• nov.spsper published """kly at Orange Park in Clay County, Florida; that the attached copy ofadvertisement
beinga
NOTICE OF MEETING
inthe matter of ELECIION

LEGAL: 41133	ORDER ; 280251
was published in said new;paper in the issues:
02/08/2018
02/15/2018

Affiant further says that said ''Clay Today"is a ne\ll!paper published at Orange Park, in said Clay County, Florida, andthat the said nem,paper has heretofore been cominuously published in said Clay County, Florida, V1eek:ly, and has beenentered as PeriodicaJ materialmatter at the post office in Orange Park. in said Clay County, Florida, for period ofone year next proceeding the first publication ofthe attached copy of advertisement; 2!Dd affiant further says that he has neither paid nor promised miy person, firm or corporation any discount. rebate, commissionor reftmd for the purpose of securingthis advertisement for publication in the said newspaper.

3515 US HWY 17 Suile A. Flemiqi Island FL 32003
Telephone (904) 264-3200 - FAX (904) 264-3285
E-Mail: Christio@opclla.com

I of 1

,nnout 1 ,•..,o 1>

FOURTH ORDER OF BUSINESS

C.

RESOLUTION 2018-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS ELECTION OF SUPERVISORS HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Wilford Preserve Community Development District (hereinafter the “District”), is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within Clay County, Florida; and

WHEREAS, pursuant to Section 190.006(2), Florida Statutes, a landowners’ meeting is required to be held within 90 days of the District’s creation and every two years following the creation of the District for the purpose of electing supervisors of the District; and

WHEREAS, such landowners’ meeting was held on March 5, 2018, at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

WHEREAS, the Board of Supervisors of the District, by means of this Resolution, desire to canvas the votes and declare and certify the results of said election.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

Section 1. The following person is found, certified, and declared to have been duly elected as Supervisor of and for the District, having been elected by the votes cast in their favor as shown:

 	    Votes  	

 	   Votes  	

 	   Votes  	

 	   Votes  	

 	   Votes  	

Section 2. In accordance with Section 190.006(2), Florida Statutes, and by virtue of the number of votes cast for the Supervisor, the above-named person is declared to have been elected for the following term of office:

 		4 Year Term	Seat 1 	
 		4 Year Term	Seat 3 	
 		4 Year Term	Seat 5 	
 		2 Year Term	Seat 2 	
 		2 Year Term	Seat 4 	

Section 3. This resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 5th DAY OF MARCH, 2018.

Attest:	WILFORD	PRESERVE	COMMUNITY DEVELOPMENT DISTRICT

________________________________	__________________________________ Secretary/Assistant Secretary	Chairman

D.

RESOLUTION 2018-02

A RESOLUTION DESIGNATING OFFICERS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

WHEREAS, the Board of Supervisors of the Wilford Preserve Community Development District at a regular business meeting held on March 5, 2018 desires to elect the below recited persons to the offices specified.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

1. The following persons were elected to the offices shown, to wit:

Chairman

Vice-Chairman Secretary Treasurer
Assistant Treasurer Assistant Secretary Assistant Secretary Assistant Secretary

PASSED AND ADOPTED THIS 5TH DAY OF MARCH 2018.

Chairman / Vice Chairman

Secretary / Assistant Secretary

FIFTH ORDER OF BUSINESS

A.

ENGINEERING REPORT

Wilford Preserve Clay County, Florida

PREPARED FOR:
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT 475 WEST TOWN PLACE, SUITE 114
ST. AUGUSTINE, FLORIDA 32092

Submitted By:

Taylor &  White, Inc.
9556 Historic Kings Road S., Suite 102
Jacksonville, Florida 32257

February 23, 2018

INTRODUCTION

The Wilford Preserve Community Development District (the "District") encompasses approximately
acres within the unincorporated area of the eastern part of Clay County, Florida. The District was established for the purpose of financing and managing the acquisition, construction, maintenance and operation of a portion of the infrastructure necessary for the community development within the District. The District is located in portions of Sections 3, 4, 9, 10 and 11, Township 4 South, Range 25 East. The Community to be developed within the District will be known as Willford Preserve (The "Development"). The District is currently bounded to the north by the Spencer's Plantation single-family development and jurisdictional wetlands on the east, west and south sides. The access to the District is via Cheswick Oak Avenue and White Heron Lane. The District is located at the end of Cheswick Oak Avenue, approximately 1.3 miles south of Argyle Forest Boulevard. Exhibit 1 represents a Vicinity Map showing the location of the development and the adjacent roads and cities and Exhibit 2 is an enlarged Location Map of the same area. Exhibit 3 is a survey and legal description of the District.
The District is located within the Branan Field Master Plan ("BFMP"). As a requirement of the BFMP, Wilford Preserve Development, LLC ("Developer") will dedicate one hundred and ten feet (110') of right-of-way of Cheswick Oak Avenue, totaling approximately 8.93 acres to Clay County. In addition, Developer will deed up to 8.05 acres for active recreation to the District.
The Development is currently planned to include approximately 445 single-family homes. The Development will also include a community recreation area to be financed by the District. Exhibit 4 is a site plan of the Development showing its proposed layout.
The master infrastructure improvements to be financed by the District are set forth in Table 1 and include offsite road improvements to Cheswick Oak Avenue, the construction of loaded onsite roads to connect to Spencer's Plantation to the north, roadway construction in front of home sites, utility construction, storm drainage facilities. wetland mitigation and the construction of multiple community recreation areas, entrance features, landscaping and perimeter fencing and buffering. The Developer is currently working with Clay County staff to receive impact fee credits for the cost of construction of Cheswick Oaks Ave., approximately $2,600,000.00
The Developer has ongoing contracts for furnishing professional services for the current development activity with Taylor & White, Inc. The work included in the contracts with Taylor & White, Inc. is for the design and permitting of the onsite and offsite infrastructure improvements. These improvements include earthwork, sanitary sewer collection and force main system, potable water distribution system, reuse distribution system, roads, the storm drainage system and sidewalks. All the offsite and onsite master infrastructure and subdivision improvements have been designed to accommodate the project at build out as well as to meet Clay County's BFMP.
The real property interests necessary for the construction of the improvements described herein may be acquired for value by the District. The price for such acquisitions shall be based on an appraisal approved by the District. The District may pay for such acquisitions with impact fee credits it receives as a result of the District financing, acquiring or constructing Cheswick Oaks Avenue.

GOVERNMENTAL ACTIONS
The Clay County Board of County Commissioners approved the District on February 28, 2017. All applicable zoning, vesting and concurrency approvals are in place. The Clay County Utility Authority (CCUA) has issued a water and sewer availability letter indicating the availability of water and sewer to serve the entire community. Table 2 is a list of all of the development permits applied for and the status of the applications.
It is my opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plans for the District as presented in the summary of statutory items estimated project cost, subject to, continued compliance with all conditions of the Development Order and permit issuance.
STORMWATER MANAGEMENT SYSTEM
The St. Johns River Water Management District (SJRWMD) regulates the design criteria for the District's stormwater management system. The District is located in the Black Creek drainage basin. The pre-development site runoff and water management conditions have been examined, modeled, and are under review by the SJRWMD. The existing onsite natural occurring wetlands have been delineated and verified by SJRWMD and the United States Army Corps of Engineers.
The stormwater management plans for the District focus on utilizing newly constructed ponds, in upland areas, for stormwater treatment in conjunction with the naturally occurring wetlands. The naturally occurring wetlands and pond system account for approximately 50% of the District's land area.
The District's objectives for the stormwater management system are:
To provide stormwater quality treatment, storage, and conveyance.
To adequately protect development within the District from regulatory-defined rainfall events.
To maintain wetland hydro periods.
To ensure that adverse stormwater impacts do not occur upstream or downstream as a result of the development.
To satisfactorily accommodate stormwater runoff from adjacent off-site areas, which naturally drain through the District.
To preserve the function of the floodplain storage during the 100-year storm event.
The stormwater collection and overflow systems will be a combination of curb inlets, pipe culverts, control structures and open waterways. Wetland hydro periods (normal pool and season high water elevations) will be maintained through proper design and maintenance of the overflow control structures.
WETLANDS MITIGATION
Wetland impacts within the District currently require 95.49 acres of wetlands and uplands to be preserved via conservation easement as set forth in the application for the SJRWMD permit for the development. Final approval of the wetlands mitigation plan by the SJRWMD and the United States Army Corps of Engineers may require modification of the mitigation plan.
WASTEWATER COLLECTION SYSTEM
The District lies within the unincorporated area of Clay County and the CCUA provides the wastewater service. The District is in the Clay County Regional W.W.T.P. service area. In 2017, a master water

and sewer plan was submitted to the CCUA and approved showing the project, land use, flow projections, and preliminary utility systems necessary to serve the total development. The report also showed the general size, location and extent of the master system needed to meet the requirements of service. This master plan reflects the project, as it exists today. The outstanding permits in force today include the master infrastructure to handle four hundred forty five (445) single-family homes. The District's onsite sanitary sewer system will consist of 8" gravity sewer lines with appurtenant manholes and one (1) pump station. The pump station located at the southeast side of the District will also accommodate the entire District flows. The District will install approximately three thousand five hundred feet {3,500') of 12" force main in the Cheswick Oak Avenue right-of-way to the existing CCUA force main lying in the Cheswick Oak Avenue right-of-way and approximately three thousand feet (3,000') of 6" force main within the roads of the District to the existing CCUA force main lying in the White Heron Trail right-of-way within the Spencer's Plantation development to the north. Upon completion of construction and certification, all of the wastewater collection system will be dedicated for operation and maintenance to CCUA.

POTABLE WATER DISTRIBUTION SYSTEM
The District lies within the unincorporated area in Clay County and the CCUA provides the potable water service. The District is served by a connection with the existing CCUA water main in the Cheswick Oak Avenue right-of-way and White Heron Trail right-ofway with water supplied by the Clay Water Treatment Facility. The water distribution systems will consist of 12", 8", 6", and 4" water mains with appurtenant valves and fire hydrants. Upon completion of construction and certification, all of the potable water distribution system will be dedicated for operation and maintenance to CCUA.

REUSEWATER DISTRIBUTION SYSTEM
The District lies within the unincorporated area in Clay County and the CCUA provides the reuse water service. The District is served by a connection with the existing CCUA water main in the Cheswick Oak Avenue right-of-way and White Heron Trail right-of-way with water supplied by the Clay Water Treatment Facility. The water distribution systems will consist of 12", 8", 6", and 4" water mains with appurtenant valves and fire hydrants. Upon completion of construction and certification, all of the reuse water distribution system will be dedicated for operation and maintenance to CCUA.

ROADWAYS
Vehicular access to the District is provided from White Heron Lane within the Spencer's Plantation Development. A second vehicular access Argyle Forrest Boulevard with the extension of Cheswick Oak Avenue providing a two (2) lane, unloaded, connecting road between the District and Argyle Forrest Boulevard. The external connection points and the internal road design for the District comply with the BFMP. Cheswick Oak Avenue extension will be irrigated and landscaped and will have
underground electric, streetlights and sidewalks. All internal roadways will have sidewalks that will be maintained by Clay County. All roadways, external and internal will be owned and maintained by Clay County with the exception of street trees and irrigation, which will be maintained by the District.

RECREATION AREA
The multiple recreation areas totaling 8.05-acres are located throughout the District. The main recreation area plan consists of a parking area, a clubhouse, a swimming pool facility, a playground, dogpark and an open play field. The balance of the recreation areas will include additional

playgrounds, gazebos, picnic tables and open play fields. All recreation areas will be owned and maintained by the District.

ENTRANCE FEATURES. LANDSCAPING AND PERIMETER FENCING AND BUFFERING
The District will include entrance signs on either side of Firethorn Road entering the District from Cheswick Oak Avenue to the west. In addition, minor entrance features may be erected at most access points to the neighborhoods, including entrance connection at white Heron Lane.

UNDERGROUND AND STREET LIGHTING ELECTRICAL SYSTEM

The District lies within the area served by Clay Electric Cooperative, Inc. ("CEC"). CEC will provide underground electric service to the site from lines located within the public right-of-way of Cheswick Oak Avenue. The internal electrical distribution system will consist of underground cable with appurtenant transformers and service pedestals. In addition, all roadways will have streetlights. All electrical costs will be paid by developer.

PHASING

The Development will be developed in three (3) Phases as depicted in the below table:

Phase I Phase II Phase Ill

SO' Lots
119
126
112
357

60' Lots
26
36
26
88

TOTAL
145
162
138
445

Phase I will include the Master Sanitary Sewer Pump Station, and Main Entrance from White Heron Lane.
Phase II will include the Amenity Center and Cheswick Oak Avenue.
Phase Ill will be constructed in two (2) sub-phases - 3A with 92 lots and 3B with 46 lots.

PROJECT COSTS

The Summary of Statutory Items Estimated Project Costs (Table 3) attached hereto outlines the anticipated costs associated with the construction of the master infrastructure (Series B). The costs associated with the master infrastructure include professional services, roadways and sidewalks, storm sewer system, potable water system, sanitary sewer system, underground electric and streetlights, wetlands mitigation, entrance features, landscaping, perimeter fencing and buffering and the recreation areas.
SUMMARY AND CONCLUSION
The infrastructure, as outlined above, is necessary for the functional development of the District as required by the applicable independent unit of local government. The planning and design of the

infrastructure is in accordance with current governmental regulatory requirements. The infrastructure will provide their intended function so long as the construction is in substantial compliance with the design and permits.
Items of construction in this report are based on current plan quantities for the infrastructure construction as shown on constructed drawings and specifications, last revision.
It is my professional opinion that the infrastructure costs provided herein for the District improvements are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the District. All such infrastructure costs are public improvements or community facilities as set forth in Section 190.012 (1) and (2) of the Florida Statutes.
The estimate of the master infrastructure construction costs is composed of estimates or established contractual amounts and is not a guaranteed maximum price. The estimated cost is based on unit prices currently being experienced forongoing and similar items ofwork in Clay County and quantities as represented on the construction plans. The labor market, future costs of equipment and materials, and the actual construction process are all beyond my control. Due to this inherent opportunity for fluctuation in cost, the total final cost may be more or less than this estimate.
The professional service for establishing the opinion of estimated construction costs are consistent with the degree of care and skill exercised by members of the same profession under similar circumstances.

Signed	Date

T \2016116050 Wrttord Preseive • Dream F nders\CDD E1lebl shmenl Clay Counly\ENG REPORT\ENGINEERING REPORT ALL DOCS- 01-25-18\16050_Eng report_02-23- 18 docx

Supporting Documentation

Special Assessment Bonds, Master Infrastructure Cost Report of District Engineer

Prepared for:
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

Prepared by: Taylor & White, Inc.
D. Glynn Taylor, P.E.

I

Tables

APPENDIX A

Special Assessment Revenue Bonds Master Infrastructure Improvements
Schedule of Development Permits
Summary of Statutory Items Estimated Project Costs
Exhibits
1 .	Vicinity Map
Location Map
District Legal Boundaries and Description
Community Development Map

Description

Roadway & Drainage Improvements

Water, Sewer and Reuse Improvements

Stormwater Mgmnt System

Table 1
Wilford Preserve Community Development District Special Assesment Revenue Bonds
Series A
Master Infrastructure Improvements

Wastewater			Potable		Roadways	Recreation Collection		Water &			and		Areas System	Reuse System	Sidewalks

$5,340,265

$2,382,155				$396,355	$5,210,710	
				
$129,655	
$1 ,446,100	
		
$1 ,606,620	
$839,000		
$2,445,620	
$2,382,155	$5,340,265	
$1 ,606,620	
$839,000	
$1,921,140	
$15,837,825	

$2,432,200

Entry Features Landscape & Buffering

Cheswick
Oak Ave.	Total Extension

$1 ,395,130	$6,735,395

Stormwater Ponds	$1,316,445

Hardscape*

Total	$1,31 6,445

$2,432,200

* Hardscape includes recreation area, entrance features and landscape

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Table 2
Wilford Preserve Community Development District Schedule of DP-vP.lnpment Permits

Wilford Preserve Development Permits

Clay County Engineering

Status

TO BE SUBMITTED 1/25/2018, FINAL APPROVAL

Application Number 148657-1

St. Johns River Water Management District(SJRWMD)	RESUBMITTAL WEEK OF 2/29/2018

Clay County Utility Authority Permit (CCUA) Application Number

FINAL SUBMITTAL 1/8/2018, WAITING FOR CCUA, FDEP, WATER & SEWER PERMITS

Army Corps of Engineers Permit (ACOE) Application Number

� ..

RESUBMITTAL 12/12/2017, PENDING APPROVAL

	Table 3		
	Wilford Preserve Community Development District Estimated Project Costs		

Description

1. Stormwater Management System	Master Infrastructure Improvements	

Total

$1,316,445	
2. Wastewater Collection System		$2,432,200	
3. Potable Water and Reuse Distribution Sysytem		$2,382,155	
4. Roadways and Sidewalks		$5,340,265	
5. Recreation Areas		$1 ,606,620	
6. Hardscape, Entry Features, Landscape and Buffering		$839,000	
7. Cheswick Oak Ave. Extension		$1,921,140	

Total		$15,837,825	

Summary of Statutory Items Series B

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B.

DRAFT
Wilford Preserve Community Development District

Master Special Assessment Methodology Report

March 5, 2018

Prepared by

Governmental Management Services, LLC

Table of Contents

Introduction
Purpose	1
Scope of the Report	1
Special and General Benefits	1
Organization of this Report	2
Development Program for Wilford Preserve
Overview	3
The Development Program	3
The Capital Improvement Program for Wilford Preserve
Engineering Report	3
Capital Improvement Program	3
Financing Program for Wilford Preserve
Overview	4
Type of Special Assessment Bonds Proposed	4
Assessment Methodology
Overview	5
Assigning Debt	5
Lienability Test: Special and Peculiar Benefit to the Property	7
Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay	8
True-Up Mechanism	9
Additional Stipulation	10
6.0	Appendix
Table 1  Land Use	11
Table 2   Infrastructure Cost Estimates	12
Table 3   Financing Estimates	13
Table 4   Determination of Benefit and Debt Allocation	14
Table 5   Preliminary Assessment Roll	15
District Maps and Legal Description	attached
ii

Introduction

Purpose

This report provides a methodology for allocating the proposed debt to be incurred by the Wilford Preserve Community Development District (“Wilford Preserve CDD”, “Wilford Preserve” or “District”) to properties in the District and for allocating the initial par amount of bonds being issued by the District to fund certain infrastructure improvements. The District’s debt will fund infrastructure improvements that will allow the development of the property in the District. The methodology allocates this debt to properties based upon the special benefits each receives from the infrastructure program. In this case the property located within the District includes approximately 264.56 acres located in Clay County (“County”), Florida. This report is designed to conform to the requirements of Chapters 190 and 170, Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

Scope of the Report

This report presents the master projections for financing the District’s capital requirements necessary to provide the community infrastructure improvements (the “Capital Improvement Program”, “CIP” or “Improvements”) described in the District Engineer’s Report developed by Taylor and White, Inc. dated 3/5/18 (the “Engineer’s Report”). The Report also describes the master apportionment of benefits and special assessments resulting from the provision of improvements to the lands within the District.

Special Benefits and General Benefits

The Improvements undertaken by the District create special and peculiar benefits to the property, different in kind and degree than general benefits, for properties within its borders as well as general benefits to the public at large.

However, as discussed within this report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits, which accrue to property within the District. The improvements enable properties within the District boundaries to be developed. Without the Improvements, there would be no infrastructure to support development of land within the District. Without these Improvements, state law would prohibit development of property within the District.

There is no doubt that the general public, property owners, and property outside the District will benefit from the provision of the Improvements. However, these are incidental to the Improvement Program, which is designed solely to provide special benefits peculiar to property within the District. Properties outside the District do not depend upon the District’s Capital Improvement Program as defined herein to obtain, or to maintain their development entitlements. This fact alone clearly distinguishes the special benefits which District properties receive compared to those lying outside of the District’s boundaries. Even though the exact value of the benefits provided by the Improvements is difficult to estimate at this point, it is nevertheless greater than the costs associated with providing same.

Organization of this Report

Section Two describes the development program as proposed by the Developer.

Section Three provides a summary of the Capital Improvement Program for the District as determined by the District Engineer.

Section Four discusses the financing program for the District.

Section Five introduces the Assessment Methodology.

Development Program for Wilford Preserve

Overview

The Wilford Preserve development is designed as a planned residential community, located within Clay County, Florida. The proposed land use within the District is consistent with Clay County Land Use and Comprehensive Plans.

The Development Program

The Development will consist of approximately 445 single- family residential homes.

The Capital Improvement Program for Wilford Preserve

Engineering Report

The Improvements to be funded by the Wilford Preserve CDD are determined by the District Engineer in the Engineer’s Report. Only infrastructure that may qualify for bond  financing by the District under Chapter 190, Florida Statutes, was included in these estimates.

Capital Improvement Program

The proposed Improvements to serve the development consist of certain roadway improvements, storm water management facilities, utility improvements, entry features/signage, landscaping/hardscaping improvements, recreation improvements and neighborhood improvements (the “Capital Improvement Program”, “CIP” or “Improvements”). The Improvements to, be constructed, will represent a system of improvements that irrespective of certain exceptions described further in Section 5.1 of this Report, will provide benefits to all lands within the District.

At the time of this writing, the total costs of the District’s Capital Improvement Program according to the District

Engineer’s Report dated 3/5/18 were projected at
$17,191,070 and include provisions for contingency, design and permitting.

Financing Program for Wilford Preserve

Overview

As noted above, the District is embarking on a program of capital improvements, which will facilitate the development of lands within the District. Construction of certain Improvements may be funded by the Developer and acquired by the District under an agreement between the District and the Developer, or may be funded directly by the District. The structure of financing presented below is preliminary and subject to change.

It is currently contemplated that the District will finance all or a portion of its Improvements with Special Assessment Bonds. The preliminary financing plan for the District anticipates the issuance of Special Assessment Bonds in the principal amount of $21,535,000 to fund all or a portion of the District’s Capital Improvement Program, as shown in Table 3.

Types of Special Assessment Bonds Proposed

The Special Assessment Bonds preliminary sizing assume an issuance date of May 1, 2018. Special Assessment Bonds will be repaid with thirty principal installments commencing on May 1, 2020 with interest paid semiannually every May 1 and November 1 commencing November 1, 2018. Included with the bond funding is a provision for approximately fifteen months of capitalized interest, thru 11/1/2019.

As projected in the current master financing plan, in order to finance all or a portion of the District’s CIP, the District will need to potentially incur indebtedness in the total amount of approximately $21,535,000.

The difference between the Bond debt and the CIP is comprised of costs of issuance including underwriter’s discount and professional fees associated with debt issuance, capitalized interest costs through 11/1/2019, and a debt service reserve equal to the maximum annual debt service.

Preliminary sources and uses of funding are presented in
Table 3 in the Appendix.

Please note that the structure of the Special Assessment Bonds is preliminary and may change due to changes in the development program, market conditions, timing of infrastructure installation as well as other reasons. The District maintains complete flexibility as to the structure of the Special Assessment Bonds.

Assessment Methodology

Overview

Special Assessment Bonds provide the District with funds to construct and/or acquire the CIP outlined in Section 3.2. These Improvements lead to special and general benefits, with special benefits accruing generally to the properties within the boundaries of the District and general benefits accruing to areas outside the District and being only incidental in nature. The debt incurred in financing the Improvements will be paid off by assessing properties that derive special and peculiar benefits from the proposed projects. All properties that receive special benefits from the District’s improvement program will be assessed.

Assigning Debt

The current development plan for the District projects construction of infrastructure for approximately 445 single- family residential homes, however, the planned unit numbers and land use types may change.

The Improvements provided by the District will include

roadway improvements, storm water management facilities, utility improvements, hardscape including entry features/signage, landscaping improvements and recreation improvements. All residential development within the District will benefit from all infrastructure improvement categories, as the Improvements provide basic infrastructure to  all residential lands within the District and benefit all residential lands within the District as an integrated system of improvements. Benefited units will be based on an equivalent residential unit (“ERU”) basis as determined for each single family residential unit based on the front footage of the lot. A 50’ lot is utilized as the basis of one ERU. The current development program provides for 50’ and 60’ lots with a 60’ lot having an ERU of 1.2.

As the provision of the above listed Improvements by the District will make the lands in the District developable, the land will become more valuable to their owners. The  increase in the value of the land provides the logical benefit of Improvements that accrues to the developable parcels within the District.

Initially, the assessments will be levied on all assessable lands within the District based on the approved site plan on an equal acreage basis within each parcel, because at that juncture, every acre benefits equally from the Improvements. As lands are platted the first platted lots will be assigned debt and related assessments based upon the front footage of each lot in accordance with Table 4.

The debt incurred by the District to fund the Improvements is allocated to the properties receiving special benefits on the basis of development intensity and density. The responsibility for the repayment of the District’s debt through assessments will ultimately be distributed in proportion to the special benefit peculiar to the land within the District, as it may be classified within each of the land use categories. For the purpose of determining the special benefit accruing to the lands within the District, the proposed Improvement costs have been allocated to each residential lot based on an equivalent residential unit (ERU) basis relative to the front footage of each lot.

Lienability Test: Special and Peculiar Benefit to the Property

As first discussed in Section 1.3, Special Benefits and General Benefits, Improvements undertaken by the District create special and peculiar benefits to certain properties within the District. The Improvements benefit properties within the District and accrue to all assessable properties on an ERU basis.

Improvements undertaken by the District can be shown to be creating special and peculiar benefits to the property. The special and peculiar benefits resulting from each Improvement undertaken by the District are:

Roadway and Drainage Improvements result in special and peculiar benefits such as the added use of the property, added enjoyment of the property, and likely increased marketability of the property.
Storm Water Management facilities result in special and peculiar benefits such as the added use of the property, decreased insurance premiums, added enjoyment of the property, and likely increased marketability of the property.
Water/Sewer and Reuse Utility Improvements result in special and peculiar benefits such as the added use of the property, and likely increased marketability and value of the property.
Hardscaping including entry Features / landscaping result in special and peculiar benefits such as the added enjoyment of the property, and likely increased marketability and value of the property.
Recreation improvements result in special and peculiar benefits such as the added enjoyment of the property, and likely increased marketability and value of the property.

These special and peculiar benefits are real and ascertainable, but not yet capable of being calculated and assessed in terms of numerical value, however, each is more valuable than either the cost of, or the actual assessment levied for, the Improvement or debt allocated to the parcel of land.

Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay

A reasonable estimate of the proportion of special and peculiar benefits received from the Improvements is delineated in Table 4 (expressed as Allocation of Total Par Debt).

The determination has been made that the duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property derived from the acquisition and / or construction of the District’s Improvements (and the concomitant responsibility for the payment of the resultant and allocated debt) have been apportioned to the property according to reasonable estimates of the special and peculiar benefits provided consistent with the land use.

Accordingly, no acre or parcel of property within the boundaries of the District will be liened for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property. Further, the debt allocation will not be affected.

In accordance with the benefit allocation in Table 4, a Total Par Debt per Unit has been calculated for each single family unit based upon the front foot of each lot. This amount represents the preliminary anticipated per unit debt allocation assuming all anticipated units are built and sold in the planned development and the entire proposed infrastructure program is developed or acquired and financed by the District. Parcels of the development may be sold which contain various development units. At the time of such parcel sale an assignment of the development units will occur upon which the related debt and assessments will be specified for the parcel.

True-Up Mechanism

In order to assure that the District’s debt will not build up on the unsold acres, and to assure that the requirements that the non-ad valorem special assessments will be constitutionally lienable on the property and will continue to be met, the District shall determine the following:

To assure that there will always be sufficient development potential remaining in the undivided property to assure payment of debt service after a plat or site plan approval, the following test will be applied. The test is that the debt per acre remaining on the unplatted developable land is never allowed to increase above its maximum debt per acre level. Initially, the maximum level of debt per acre is calculated as the total amount of debt for the District’s improvement program divided by the number of assessable developable acres in the District. In this case, it is $21,535,000 by 152.09 acres equaling $141,594 per acre. Once a site plan for the development is completed the acreage will be adjusted to developable acres and the calculation of debt per acre will be adjusted accordingly. Thus if the initial debt level is
$141,594 per acre, every time a plat or site plan approval is presented, the debt on the land remaining after the plat or site plan approval must remain at or below $141,594 per acre. If not, then in order for the Developer to receive a plat or site plan approval from the County, the Developer agrees that the District will require a density reduction payment so that the $141,594 per acre debt level is not exceeded. The District can consider the abatement of a true-up where the remaining land is reasonably expected that it would be developed in a manner to support the remaining units. The district may rely on a certificate from its engineer to determine whether it will abate a true-up payment.

In summation, and as noted herein, the benefit from the CIP exceeds of special assessments for any given parcel of property, and the special assessments are fairly and reasonably allocated across all benefited properties. In the event the development program is not completed, or otherwise where required by law, the District may be required to reallocate the special assessments.

Additional Stipulations

Certain financing, development, and engineering data was provided by members of District staff and/or the Landowner. The allocation methodology described herein was based on information provided by those professionals. Governmental Management Services, LLC makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this report. For further information about the Series 2018 Bonds, please refer to the Indentures.

APPENDIX

Table 1 Wilford Preserve
Community Development District

Land Use	Land Size (Gross Acres)	Percent of Total	
Residential Single Family	152.09	57 %	
Amenity / Parks	8.05	3%	
Wetlands, Open Space, Preservation Area, ROW (2)	104.42	40 %	
			
TOTALS	264.56	100%	

Source:	Taylor and White, Inc. Engineers Report dated February 23,2018.

Acreage for each land use will be adjusted when a site plan is completed for the District lands.
Includes 8.93 acres of ROW along Cheswick Oak Avenue to be dedicated to Clay County along with 95.49 acres of wetlands to be preserved under conservation permit with SJWRMD.

Table 2 Wilford Preserve CDD
Infrastructure cost estimates in $$

IMPROVEMENT CATEGORY	TOTAL OPINION OF COSTS	
Stormwater Management Facilities	$ 1,745,150	
Utility	Improvements	including
(water/sewer/reuse)	$ 4,963,185	
Roadway & Drainage Improvements	$ 5,807,440	
Landscape/Hardscape Improvements	$	839,000	
Recreation Improvements	$ 1,606,620	
Landscape/Hardscape Improvements	$	839,000	

$ 17,191,070

Cheswick Oak Avenue Extension	$ 2,229,675

TOTAL

Provided By: Taylor and White, Inc. Engineers report dated 3/5/18.

Table 3 Wilford Preserve CDD
Financing Estimates (4)		
	Preliminary Bond Sizing	
Construction / Acquisition Requirements	$ 17,191,070	
Debt Service Reserve (1)	1,550,400	
Capitalized Interest (2)	1,930,200	
Cost of Issuance (3)	861,400	
Rounding	 	1,930	
Total Par	$21,535,000	

Principal Amortization Installments	30	
Average Coupon Rate (%)	6.00%	
Final Maturity	5/1/2048	
Par Amount	$ 21,535,000	
Maximum Annual Debt Service	$	1,550,400	

Based on 100% of maximum annual debt service
Interest capitalized thru the November 1, 2019 interest payment
Includes Underwriter’s Discount of 2%.
Provided by MBS Capital Markets, LLC.

Table  4 Wilford Preserve CDD
DETERMINATION OF CONSTRUCTION IMPROVEMENTS BENEFIT AND PAR DEBT ALLOCATION

Land Use	

No. of Units (1)	
ERU's
Benefit Per Unit	

Total ERU's	
Allocation of Construction
Costs	

Allocation of Total Par Debt	
Benefit Per Unit	Allocation Of Maximum
Annual
Debt Service	

Debt Service Per Unit (4)	
Single Family Residential: 50' LOT	

357	

1.00	

357.00	

$13,266,779	

$16,619,099	

$46,552	

$1,196,482	

$3,565	
60' LOT	88	1.20	105.60	$3,924,291	$4,915,901	$55,863	$353,918	$4,278	

TOTAL	 445	 462.60	 	$17,191,070	 $21,535,000	 	$1,550,400 

1.) Total Construction Costs	$17,191,070	
2.) Total Par Debt	$21,535,000	
3.) Maximum annual Debt Service	$1,550,400	

4.) Includes gross up of 2% for collection costs and 4% maximum available early payment discount as provided for by Florida Statutes and are subject to change from time to time.

PREPARED BY: GOVERNMENTAL MANAGEMENT SERVICES, LLC

14

Table 5 Wilford Preserve CDD
Preliminary Assessment Roll

Assessable  Total Par Debt	Total Par Debt	Maximum Maximum	Current Acres	Amount		Per Acre		Annual	Annual		Owner
Debt	Assessments Service		Per Net Acre
(3)	(4)

152.09	$21,535,000	$ 141,594	$1,550,400	$10,194

Map of District Boundaries is attached.

Legal description of District is attached.

Reflects gross up for collection costs 2% and maximum early payment discount of 4% as provided by law.

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Wilford Preserve Community Development District

C.

RESOLUTION 2018-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE	WILFORD	PRESERVE	COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, the Board of Supervisors (the “Board”) of the Wilford Preserve Community Development District (the “District”) hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the “Improvements”) described in the District’s Engineering Report, dated February 23, 2018, attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190, Florida Statutes (the “Assessments”); and

WHEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170, Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments; and

WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the Master Special Assessment Methodology Report, dated March 5, 2018, attached hereto as Exhibit B and incorporated herein by reference and on file at

475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District Records Office”); and

WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefit to the property improved.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

Assessments shall be levied to defray the cost of the Improvements.

The nature and general location of, and plans and specifications for, the Improvements are described in Exhibit A, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.

The total estimated cost of the Improvements is $15,837,825 (the “Estimated
Cost”).

The Assessments will defray approximately $19,840,000, which includes the Estimated Cost, plus financing-related costs, capitalized interest and a debt service reserve.

The manner in which the Assessments shall be apportioned and paid is set forth in
Exhibit B, including provisions for supplemental assessment resolutions.

The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon the Improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

There is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the estimated cost of the Improvements, all of which shall be open to inspection by the public.

Commencing with the year in which the Assessments are levied and confirmed, the Assessments shall be paid in not more than (30) thirty annual installments. The Assessments may be payable at the same time and in the same manner as are ad-valorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided, however, that in the event the uniform non ad-valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law.

The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands assessed, the amount of benefit to and the assessment against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District's preliminary assessment roll.

The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the assessments or the making of the Improvements, the cost thereof, the manner of payment therefore, or the amount thereof to be assessed against each property as improved.

The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) consecutive weeks) in a newspaper of general circulation within Clay County and to provide such other notice as may be required by law or desired in the best interests of the District.

This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 5th day of March, 2018.

ATTEST:	WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

Exhibit A:	Engineering Report, dated February 23, 2018
Exhibit B:	Master Special Assessment Methodology Report, dated March 5, 2018

D.

RESOLUTION 2018-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING   TO   BE  HELD  ON 	,
2018,	AT	 		 .M.	AT

 	,  FOR  THE  PURPOSE  OF  HEARING
PUBLIC COMMENT ON IMPOSING SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH CHAPTERS 170, 190 AND 197, FLORIDA STATUTES.

WHEREAS, the Board of Supervisors of the Wilford Preserve Community Development District (the “Board”) has previously adopted Resolution 2018-03 entitled:

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE	WILFORD	PRESERVE	COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, in accordance with Resolution 2018-03, a Preliminary Special Assessment Roll has been prepared and all other conditions precedent set forth in Chapters 170, 190 and 197, Florida Statutes, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at the offices of Governmental Management Services, LLC, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the “District Records Office”).

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

There is hereby declared a public hearing to be held at 	 .m. on 	, 2018,  at 		, for the purpose of hearing comment and objections to the proposed special assessment program for District improvements as identified in the Preliminary Special Assessment Roll, a copy of which is on file. Affected parties may appear at that hearing or submit their comments in writing prior to the hearing to the office of the District Manager at 475 West Town Place, Suite 114, St. Augustine, Florida 32092; (904) 940-5850.

Notice of said hearing shall be advertised in accordance with Chapters 170, 190 and 197, Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper(s) of general circulation within Clay County (by two publications one week apart with the first publication at least twenty (20) days prior to the date of the hearing established herein). The District Manager shall file a publisher's affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty (30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments may be ascertained at the District Records Office. The District Manager shall file proof of such mailing by affidavit with the District Secretary.

This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 5th day of March, 2018.

ATTEST:	WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman

E.

RESOLUTION NO. 2018-­‐‑05

A RESOLUTION OF WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $22,000,000 PRINCIPAL AMOUNT OF WILFORD PRESERVE  COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING THE CONSTRUCTION AND/OR ACQUISITION BY THE DISTRICT OF THE PUBLIC IMPROVEMENTS AND COMMUNITY FACILITIES PERMITTED BY THE PROVISIONS OF CHAPTER 190, FLORIDA STATUTES, AS AMENDED, AND THE ORDINANCE CREATING THE DISTRICT; APPROVING A FORM OF A MASTER TRUST INDENTURE; APPROVING AND APPOINTING A TRUSTEE; AUTHORIZING THE COMMENCEMENT OF VALIDATION  PROCEEDINGS RELATING TO THE FOREGOING BONDS; AUTHORIZING AND APPROVING OTHER MATTERS RELATING TO THE FOREGOING BONDS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, Wilford Preserve Community Development District (the "ʺDistrict"ʺ) is a local   unit   of   special-­‐‑purpose   government   organized   and   existing   in   accordance   with   the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "ʺAct"ʺ), created by Ordinance No. 2017-­‐‑9 of the Board of County Commissioners of Clay County, Florida (the "ʺCounty"ʺ), enacted on February 28, 2017 and effective on March 3, 2017;

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the design, acquisition and/or construction of certain improvements pursuant to the Act (the "ʺProject"ʺ);
WHEREAS, the District desires to authorize the issuance of not to exceed $22,000,000 aggregate principal amount of its Wilford Preserve Community Development District Special Assessment Bonds, Series to be designated, in one or more series (collectively, the "ʺBonds"ʺ), in order to pay all or a portion of the design, acquisition and/or construction costs of the Project;
WHEREAS, the District desires to provide the terms and conditions under which the District will acquire and cause to be constructed the improvements on and around District lands;

WHEREAS, authority is conferred upon the District by the Constitution and laws of the State of Florida, specifically pursuant to Sections 190.011(9), 190.011(14), 190.016(1), 190.016(2),
190.016(8), 190.016(13), 190.022 and 190.023 of the Act, to issue the Bonds;

WHEREAS, the District desires to appoint a trustee for the Bonds; and
WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Bonds and to provide for the judicial validation of the Bonds pursuant to Section 190.016(12), Florida Statutes.
NOW, THEREFORE, BE IT RESOLVED by the Wilford Preserve Community Development District, as follows:
Section 1.  Authorization of Bonds.  The District hereby authorizes the issuance of not to exceed $22,000,000 aggregate principal amount of the Bonds in one or more series to pay costs of the Project. Pursuant to Section 190.016(1), the Bonds may be issued and delivered by the District in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale.
Section 2.  Certain Details of the Bonds.   The Bonds, and the interest thereon, shall   not be deemed to constitute a debt, liability or obligation of the District, of the County or of the State of Florida (the "ʺState"ʺ), or of any other political subdivision thereof, but shall be payable solely from the Special Assessments (as defined in the form of Indenture hereinafter referred to) levied by the District on property within the District benefited by the Project and subject to assessment, as set forth in the Indenture, and neither the faith and credit nor any taxing power of the District, the County, or the State, or of any other political subdivision thereof, is pledged to the payment of the principal of or interest on the Bonds, except for Special Assessments to be assessed and levied by the District to secure and pay the Bonds.
The Bonds shall:

be issued in one or more series and may be delivered in payment of the purchase price of all or a portion of the Project or sold at public or private sale, as provided in Section 190.016(1), each series in an aggregate principal amount to be determined by subsequent resolution or resolutions of the District; provided, however, that the total aggregate principal amount of the Bonds issued may not exceed
$22,000,000;

be issued in fully registered form in such principal denominations of
$5,000 or any integral multiple thereof, except as otherwise provided in a Supplemental Indenture;
bear interest at an average annual rate not exceeding the maximum rate as may then be permitted by the laws of the State as more particularly provided in a resolution adopted by the District prior to the issuance and delivery of the Bonds;

be payable in not more than thirty (30) annual principal installments; and

be dated as provided in a resolution adopted by the District prior to the issuance and delivery thereof.
The final maturity date or dates of the Bonds and the interest rate or rates thereon shall be determined, within the foregoing limits, and any optional, mandatory and extraordinary redemption provisions thereof shall be fixed by the Indenture hereinafter referred to, as supplemented from time to time, or by one or more resolutions of the District to be adopted prior to the delivery of the Bonds. In other respects, the Bonds shall be in the form, shall be  executed and authenticated, shall be subject to replacement and shall be delivered as provided in the Indenture hereinafter referred to, the form of which is set out as Exhibit "ʺA"ʺ attached hereto.

Prior to the issuance and delivery of the Bonds, the District shall have undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection proceedings, in order to levy and collect Special Assessments upon the lands within the District subject to assessment, all as more specifically required and provided for by the Act and Chapters 170, 190 and 197, Florida Statutes, as the same may be amended from time to time, or any successor statutes thereto.
Section 3. Designation of Attesting Members. The Chair, Secretary of the Board of Supervisors (the "ʺBoard"ʺ) of the District, or in the case of the Chairman'ʹs and Secretary'ʹs absence or inability to act, the Vice Chairman or Assistant Secretaries and members of the Board (each individually a "ʺDesignated Member"ʺ), are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chair or Vice Chair of the       Board as they appear on the Bonds, the Indenture and any other documents which may be  necessary or helpful in connection with the issuance  and  delivery  of  the  Bonds  and  in  connection with the application of the proceeds thereof.
Section 4. Authorization of Execution and Delivery of Master Trust Indenture. The  District does hereby authorize and approve the execution by the Chair and any  Designated  Member the delivery of a Master Trust Indenture (the "ʺIndenture"ʺ) for the Bonds, between the District and the trustee appointed pursuant to Section 6 of this Resolution (the "ʺTrustee"ʺ). The Indenture shall provide for the security of the Bonds and  express  the  contract  between  the  District and the owners of such Bonds. The Indenture shall be in substantially the form attached hereto and marked Exhibit "ʺA"ʺ and hereby approved, with such changes  therein  as  are  necessary or desirable to reflect the terms of the sale of the Bonds as shall be  approved  by  the  Chair executing the same, with such execution to constitute conclusive evidence of such officer'ʹs approval and the District'ʹs approval of any changes therein from the form of Indenture attached hereto.

Section 5. Sale of Bonds.  Pursuant to the provisions of Section 190.016(1) of the Act,  the Bonds may be delivered in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale after such advertisement, if any, as the Board may deem advisable but not in any event at less than 90 percent of the par value thereof, together with accrued interest thereon, in conformance with the provisions of the Act.
Section 6. Appointment of Trustee. The District hereby appoints U.S. Bank National Association as Trustee for the Bonds. The Trustee shall also serve as the Paying  Agent, Registrar and Authenticating Agent under the Indenture.
Section 7. Bond Validation. District Counsel and Bond Counsel to the District are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Fourth Judicial Circuit of Florida, in and for Clay County, Florida, for validation and the proceedings incident thereto for the Bonds and for the Special Assessments to the extent required by and in accordance with Section 190.016(12), Florida Statutes. The Chair, District Counsel or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District, and the District’s Assessment Consultant are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings.
Section 8. Authorization and Ratification of Prior and Subsequent Acts.  The  members of the Board, the officers of the District, and the agents and employees of the District, are hereby authorized and directed to do all such acts and things and to execute all such documents, including, without limitation, the execution and delivery of any closing documents, as may be necessary to carry out and comply with the provisions of this resolution, the Indenture, and all of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
Section 9. Subsequent Resolution(s) Required. Notwithstanding anything to the contrary contained herein, no series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or supplemental indenture for each such series fixing the details of such series of Bonds remaining to be specified or delegating to a Designated Member the authority to fix such details.
Section 10. Open Meetings. It is found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of the Board of Supervisors of the District and that all deliberations of the members of the Board of Supervisors of the District which resulted in such formal action were taken in meetings open to the public, in full compliance with all legal requirements.

Section 11. 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.
Section 12. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.
PASSED in Public Session of the Board of Supervisors of the Wilford Preserve Community Development District, this 5th day of March, 2018.

[SEAL]

ATTEST:

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

 	

Secretary/Assistant Secretary, Board of Supervisors

Chair, Board of Supervisors

EXHIBIT A

FORM OF MASTER TRUST INDENTURE

BMO DRAFT
2/19/18

MASTER TRUST INDENTURE

between

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

______________________________
Dated as of __________ 1, 2018
______________________________

relating to

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	6
ARTICLE II THE BONDS	22
Section 2.01.	Amounts and Terms of Bonds; Details of Bonds	22
Section 2.02.	Execution	23
Section 2.03.	Authentication; Authenticating Agent	24
Section 2.04.	Registration and Registrar	24
Section 2.05.	Mutilated, Destroyed, Lost or Stolen Bonds	24
Section 2.06.	Temporary Bonds	25
Section 2.07.	Cancellation and Destruction of Surrendered Bonds	25
Section 2.08.	Registration, Transfer and Exchange	25
Section 2.09.	Persons Deemed Owners	26
Section 2.10.	Limitation on Incurrence of Certain Indebtedness	26
Section 2.11.	Qualification for The Depository Trust Company	26
ARTICLE III ISSUE OF BONDS	28
Section 3.01.	Issue of Bonds	28
ARTICLE IV ACQUISITION OF PROJECT	31
Section 4.01.	Project to Conform to Plans and Specifications; Changes	31
Section 4.02.	Compliance Requirements	31
ARTICLE V ACQUISITION AND CONSTRUCTION FUND	31
Section 5.01.	Acquisition and Construction Fund	31
ARTICLE VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS	33
Section 6.01.	Special Assessments; Lien of Indenture on Pledged Revenues	33
Section 6.02.	Funds and Accounts Relating to the Bonds	34
Section 6.03.	Revenue Fund	34
Section 6.04.	Debt Service Fund	36
Section 6.05.	Debt Service Reserve Fund	37
Section 6.06.	Bond Redemption Fund	40
Section 6.07.	Drawings on Credit Facility	40
Section 6.08.	Procedure When Funds Are Sufficient to Pay All Bonds of a Series	41
Section 6.09.	Certain Moneys to Be Held for Series Bondowners Only	41
Section 6.10.	Unclaimed Moneys	41
ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS	41
Section 7.01.	Deposits and Security Therefor	41
Section 7.02.	Investment or Deposit of Funds	42
Section 7.03.	Valuation of Funds	43
Section 7.04.	Brokerage Confirmations	43

Section 7.05.	Patriot Act Requirements of the Trustee	44
ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS	44
Section 8.01.	Redemption Dates and Prices	44
Section 8.02.	Notice of Redemption and of Purchase	45
Section 8.03.	Partial Redemption of Bonds	47
ARTICLE IX COVENANTS OF THE ISSUER	48
Section 9.01.	Power to Issue Bonds and Create Lien	48
Section 9.02.	Payment of Principal and Interest on Bonds	48
Section 9.03.	Special Assessments; Re-­‐‑Assessments 	49
Section 9.04.	Method of Collection	49
Section 9.05.	Delinquent Special Assessments	50
Section 9.06.	Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special
Assessment Liens	50
Section 9.07.	Books and Records with Respect to Special Assessments	51
Section 9.08.	Removal of Special Assessment Liens	51
Section 9.09.	Deposit of Special Assessments	52
Section 9.10.	Construction to be on Issuer Lands	52
Section 9.11.	Operation, Use and Maintenance of Project	52
Section 9.12.	Observance of and Compliance with Valid Requirements	52
Section 9.13.	Payment of Operating or Maintenance Costs by State or Others	53
Section 9.14.	Public Liability and Property Damage Insurance; Maintenance of Insurance;
Use of Insurance and Condemnation Proceeds	53
Section 9.15.	Collection of Insurance Proceeds	55
Section 9.16.	Use of Revenues for Authorized Purposes Only	55
Section 9.17.	Books, Records and Annual Reports	56
Section 9.18.	Observance of Accounting Standards	56
Section 9.19.	Employment of Certified Public Accountant	56
Section 9.20.	Establishment of Fiscal Year, Annual Budget	56
Section 9.21.	Employment of Consulting Engineer; Consulting Engineer’s Report	56
Section 9.22.	Audit Reports	57
Section 9.23.	[RESERVED]	57
Section 9.24.	Covenant Against Sale or Encumbrance; Exceptions	57
Section 9.25.	Fidelity Bonds	58
Section 9.26.	No Loss of Lien on Pledged Revenues	58
Section 9.27.	Compliance With Other Contracts and Agreements	58
Section 9.28.	Issuance of Additional Obligations	58
Section 9.29.	Extension of Time for Payment of Interest Prohibited	58
Section 9.30.	Further Assurances	59
Section 9.31.	Use of Bond Proceeds to Comply with Internal Revenue Code	59
Section 9.32.	Corporate Existence and Maintenance of Properties	59
Section 9.33.	Continuing Disclosure	59
Section 9.34.	Provisions Relating to Bankruptcy or Insolvency of Landowner	60

ARTICLE X EVENTS OF DEFAULT AND REMEDIES	61
Section 10.01.	Events of Default and Remedies	61
Section 10.02.	Events of Default Defined	61
Section 10.03.	No Acceleration	63
Section 10.04.	Legal Proceedings by Trustee	63
Section 10.05.	Discontinuance of Proceedings by Trustee	63
Section 10.06.	Bondholders May Direct Proceedings	63
Section 10.07.	Limitations on Actions by Bondholders	63
Section 10.08.	Trustee May Enforce Rights Without Possession of Bonds	64
Section 10.09.	Remedies Not Exclusive	64
Section 10.10.	Delays and Omissions Not to Impair Rights	64
Section 10.11.	Application of Moneys in Event of Default	64
Section 10.12.	Trustee’s Right to Receiver; Compliance with Act	65
Section 10.13.	Trustee and Bondholders Entitled to all Remedies under Act	65
Section 10.14.	Credit Facility Issuer’s Rights Upon Events of Default	66
Section 10.15.	Issuer Covenants After Event of Default.	66
ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	66
Section 11.01.	Acceptance of Trust	66
Section 11.02.	No Responsibility for Recitals	67
Section 11.03.	Trustee May Act Through Agents; Answerable Only for Willful Misconduct
or Negligence	67
Section 11.04.	Compensation and Indemnity	67
Section 11.05.	No Duty to Renew Insurance	68
Section 11.06.	Notice of Default; Right to Investigate	68
Section 11.07.	Obligation to Act on Defaults	68
Section 11.08.	Reliance by Trustee	68
Section 11.09.	Trustee May Deal in Bonds	69
Section 11.10.	Construction of Ambiguous Provisions	69
Section 11.11.	Resignation of Trustee	69
Section 11.12.	Removal of Trustee	69
Section 11.13.	Appointment of Successor Trustee	70
Section 11.14.	Qualification of Successor	70
Section 11.15.	Instruments of Succession	70
Section 11.16.	Merger of Trustee	70
Section 11.17.	Extension of Rights and Duties of Trustee to Paying Agent and Registrar	71
Section 11.18.	Resignation of Paying Agent or Registrar	71
Section 11.19.	Removal of Paying Agent or Registrar	71
Section 11.20.	Appointment of Successor Paying Agent or Registrar	71
Section 11.21.	Qualifications of Successor Paying Agent or Registrar	72
Section 11.22.	Judicial Appointment of Successor Paying Agent or Registrar	72
Section 11.23.	Acceptance of Duties by Successor Paying Agent or Registrar	72
Section 11.24.	Successor by Merger or Consolidation	72

ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS	73
Section 12.01.	Acts of Bondholders; Evidence of Ownership of Bonds	73
ARTICLE XIII AMENDMENTS AND SUPPLEMENTS	73
Section 13.01.	Amendments and Supplements Without Bondholders’ Consent	73
Section 13.02.	Amendments With Bondholders’ Consent	74
Section 13.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance on
Counsel	74
ARTICLE XIV DEFEASANCE	74
Section 14.01.	Defeasance	74
Section 14.02.	Deposit of Funds for Payment of Bonds	74
ARTICLE XV MISCELLANEOUS PROVISIONS	75
Section 15.01.	Limitations on Recourse	75
Section 15.02.	Payment Dates	76
Section 15.03.	No Rights Conferred on Others	76
Section 15.04.	Illegal Provisions Disregarded	76
Section 15.05.	Substitute Notice	76
Section 15.06.	Notices	76
Section 15.07.	Controlling Law	77
Section 15.08.	Successors and Assigns	77
Section 15.09.	Headings for Convenience Only	77
Section 15.10.	Counterparts	77
Section 15.11.	Appendices and Exhibits	77

EXHIBIT A – LEGAL DESCRIPTION OF THE DISTRICT
EXHIBIT B – DESCRIPTION OF THE CAPITAL IMPROVEMENT PROGRAM EXHIBIT C – FORM OF BOND
EXHIBIT D – FORM OF REQUISITION

THIS MASTER TRUST INDENTURE, dated as of ___________ 1, 2018 (the “Master Indenture”), by and between the WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT  (the  “Issuer”),  a  local  unit  of  special-­‐‑purpose  government  organized  and  existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee, authorized to accept and execute trusts of the character herein set out and having a corporate office in Orlando, Florida (said corporation and any bank or trust company becoming successor trustee under the Indenture (as defined herein) being hereinafter referred to as the “Trustee”);

W I T N E S S E T H:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), by Ordinance No. 2017-­‐‑9 of the Board of County Commissioners of Clay County, Florida (the “County”), enacted on February 28, 2017 and effective on March 3, 2017, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the “District Lands”) consist of approximately 256 acres of land located entirely within the County; and
WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B hereto, the “Capital  Improvement Program”); and
WHEREAS, the Issuer proposes to finance or refinance the cost of acquisition and construction of the Capital Improvement Program by the issuance of one or more series of bonds pursuant to this Master Indenture;
NOW, THEREFORE, THIS MASTER INDENTURE WITNESSETH, that to provide for
the issuance of Bonds (hereinafter defined) under this Master Indenture, as supplemented from time to time by one or more Supplemental Indentures (hereinafter defined), the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series (hereinafter defined) and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit

Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds of a Series issued hereunder and any reimbursement due to any Credit Facility Issuer for any drawing on its Credit Facility issued with respect to any such Bonds, as required under the terms of the corresponding Credit Facility Agreement, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
ARTICLE I DEFINITIONS
In this Master Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout the Indenture, and in addition, the following terms shall have the meanings specified below:
“Account” shall mean any account established pursuant to the Indenture.
“Acquisition Agreement” shall mean one or more acquisition agreements among the Issuer and the Developer, pursuant to which the Developer agrees to provide, design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Developer, certain work product, plans and improvements comprising all or a portion of the Capital Improvement Program and with respect to a Series of Bonds, as further provided in a Supplemental Indenture.
“Acquisition and Construction Fund” shall mean the Fund so designated which is established pursuant to Section 5.01 hereof.
“Act” shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto.
“Annual Budget” shall mean the Issuer’s budget of current operating and maintenance expenses for a Fiscal Year, adopted pursuant to the provisions of Section 9.20 of this Master Indenture, as the same may be amended from time to time.
“Authenticating Agent,” shall mean the agent so described in, and appointed pursuant to, Section 2.03 hereof.
“Authorized Denomination” shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.
“Authorized Newspaper” shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York,

New York, or Clay County, Florida, or such other locations as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers.
“Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or
is treated as the owner of any Bonds for federal income tax purposes. The Trustee is authorized to recognize the Beneficial Owners of a Series of Bonds for purposes of approvals, consents or other actions taken under the Indenture if beneficial ownership is proven to the satisfaction of the Trustee.
“Board” shall mean the board of supervisors of the Issuer.

“Bond Counsel” shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.
“Bondholder,” “Holder of Bonds,” “Holder,” “Bondowner” or “Owner” or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.
“Bond Redemption Fund” shall mean the Fund so designated which is established pursuant to Section 6.06 hereof.
“Bond Register” shall have the meaning specified in Section 2.04 of this Master Indenture.
“Bonds” shall mean the Wilford Preserve Community Development District (Clay County, Florida) Special Assessment Bonds, Series [to be designated] issued in one or more Series and delivered pursuant to the provisions of this Master Indenture and Bonds subsequently issued to refund all or a portion of the Bonds.
“Business Day” shall mean any day other than a Saturday, a Sunday, a legal holiday, or a day on which the corporate office of the Trustee, the Registrar or any Paying Agent is closed, or a day on which the New York stock exchange is closed.
“Certified Public Accountant” shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State.
“Certified Resolution” or “Certified Resolution of the Issuer” shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its

seal, to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
“Completion Date” shall have the meaning given to such term in Section 5.01 of this Master Indenture.
“Consultant” shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having a favorable reputation for skill and experience in the financial affairs of municipal entities.
“Consultant’s Certificate” shall mean a certificate or a report prepared in accordance with then applicable professional standards duly executed by a Consultant.
“Consulting Engineer” shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Master Indenture to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under the Indenture.
“Continuing Disclosure Agreement” shall mean a Continuing Disclosure Agreement, by and among the Issuer, the Developer and any dissemination agent named therein in connection with the issuance of a Series of Bonds hereunder, pursuant to the requirements of the Rule.
“Cost” or “Costs,” in connection with the Project or any portion thereof, shall mean all expenses which are properly chargeable thereto under Generally Accepted Governmental Accounting Principles or which are incidental to the planning, financing, acquisition, construction, reconstruction, equipping and installation thereof, including, without limiting the generality of the foregoing:
expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction;
cost of surveys, estimates, plans, and specifications;

cost of construction/performance bonds, construction permits and platting;
cost of improvements;

engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges;
cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to

the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer);
cost of all lands, properties, rights, easements, and franchises acquired;
financing charges;

creation of initial reserve and debt service funds;

working capital;

interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine;
the cost of issuance of Bonds, including, without limitation, advertisements and printing;
the cost of any election held pursuant to the Act and all other expenses of issuance of bonds;
the discount, if any, on the sale or exchange of Bonds;

amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act;
costs of prior improvements performed by the Issuer in anticipation of a Project;

costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute;
premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;
payments, contributions, dedications, surety bonds, deposits and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any Issuer purpose;
administrative expenses;
taxes, assessments and similar governmental charges during construction or reconstruction of a Project;

expenses of Project management and supervision;

costs of effecting compliance with any and all governmental permits relating to a Project;
such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of a Project or to the financing thereof; and
any other “cost” or expense as provided by the Act.

In connection with the refunding or redeeming of any Bonds, “Cost” includes, without limiting the generality of the foregoing, the items listed in (d), (k), (l) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of such Bonds (and the accrued interest payable on redemption to the extent not otherwise provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above. Whenever Costs are to be paid hereunder, such payment may be made by way of reimbursement to the Issuer or any other Person who has paid the same in addition to direct payment of Costs.
“Counsel”  shall  mean  an  attorney-­‐‑at-­‐‑law  or  law  firm  (who  may  be  counsel  for  the Issuer) with expertise in the related matter.
“County” shall mean Clay County, Florida.

“Credit Facility” shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary contained in the Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Issuer.
“Credit Facility Agreement” shall mean any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.
“Credit Facility Issuer” shall mean the issuer or guarantor of any Credit Facility.
“Debt Service Fund” shall mean the Fund so designated which is established pursuant to Section 6.04 hereof.
“Debt Service Requirements,” with reference to a specified period, shall mean:

interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under the Indenture; and
amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and
amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.
“Debt Service Reserve Fund” shall mean the Fund so designated which is established pursuant to Section 6.05 hereof.
“Debt Service Reserve Insurance Policy” shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any account thereof in the one of the three highest rating categories of either Moody’s or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
“Debt Service Reserve Letter of Credit” shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer  of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any account thereof in one of the three highest rating categories of either Moody’s or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
“Debt Service Reserve Requirement” shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, and (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series.
“Defeasance Securities” shall mean, to the extent permitted by law, (a) cash or (b) non-­‐‑ callable Government Obligations.

“Deferred Costs” shall mean the amount advanced by the Developer and deposited into the appropriate Account of the Acquisition and Construction Fund, and with respect to an Acquisition Agreement or the amount by which the Cost of the Capital Improvement Program or portion thereof to be conveyed by the Developer to the Issuer pursuant to such Acquisition Agreement exceeds the amount actually paid by the Issuer for the Capital Improvement Program or portion thereof from proceeds of the applicable Series of Bonds, the repayment of such costs being subordinate to the Bonds issued and Outstanding under the Indenture and payable, if ever, solely as provided herein and in the applicable Supplemental Indenture. The Trustee may conclusively rely on specific written instructions set forth in the applicable Supplemental Indenture or certifications set forth in a requisition delivered to it with respect to the existence of any Deferred Costs to be paid and the amount to be paid. In all other respects, the Trustee, absent specific written notice from the Issuer or the District Manager, is authorized to assume that no Deferred Costs exist.
“Developer” shall mean Dream Finders Homes LLC, a Florida limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.
“District Lands” shall mean the premises governed by the Issuer, currently consisting of approximately 256 acres of land located entirely within the County, as more fully described in Exhibit A.
“District Manager” shall mean the then District Manager or acting District Manager of the Issuer.
“Electronic Means” or “electronic means” shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.
“Event of Default” shall mean any of the events described in Section 10.02 hereof.

“Fiscal Year” shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending  on  September 30 of the following  calendar year, and  also  shall mean  the period from actual execution hereof to and including the next succeeding September 30; or such  other  consecutive  twelve-­‐‑month  period  as  may  hereafter  be  established  pursuant  to  a Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law.
“Fitch” shall mean Fitch Ratings, Inc.

“Fund” shall mean any fund established pursuant to this Master Indenture.

“Generally Accepted Governmental Accounting Principles” shall mean those accounting principles applicable in the preparation of financial statements of governmental entities such as the Issuer.
“Government Obligations” shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.
“Indenture” shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the Supplemental Indenture pursuant to which such Series of Bonds is issued.
“Independent” shall mean a Person who is not a member of the Issuer’s Board, an officer or employee of the Issuer or the Developer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuer’s Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or the Developer shall not make such Person an employee within the meaning of this definition.
“Interest Account” shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
“Interest Payment Date” shall mean each May 1 and November 1 commencing on the date specified in the Supplemental Indenture pursuant to which a Series of Bonds is issued.
“Interest Period” shall mean the period from and including any Interest Payment Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day.
“Investment Grade Rating” shall mean either a rating of “BBB-­‐‑” or higher by S&P or a rating of “Baa3” or higher by Moody’s or a rating of “BBB-­‐‑” or higher by Fitch.
“Investment Securities” shall mean and include any of the following securities;

Government Obligations;

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

time deposits, Federal funds or bankers’ acceptances (with term to maturity of 270 days or less) of any bank which has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moody’s and S&P;
commercial paper rated in one of the top two rating categories by both Moody’s and S&P;
obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the top two rating categories by both Moody’s and S&P;
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 by Moody’s or S&P;
repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-­‐‑term  debt  of  which,  or,  in  the  case  of  a  financial  guaranty  insurance  company,  claims paying ability, of the guarantor is rated at least “AA” by S&P and “Aa” by Moody’s provided that the repurchase agreement shall provide that if during its term the provider’s rating by either S&P or Moody’s falls below “AA-­‐‑” or “Aa3,” respectively, the provider shall immediately notify the Issuer and the Trustee and the provider shall at its option, within ten days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider’s  rating by either S&P or Moody’s falls below “A-­‐‑” or “A3,” respectively, the provider must at the direction of the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (2) repurchase all collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days. Any repurchase agreement entered into  pursuant to this Master Indenture shall contain the following additional provisions:
Failure to maintain the requisite collateral percentage will require the Issuer or the Trustee to liquidate the collateral as provided above;
The Holder of the collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the

collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);
The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer shall be rendered that the Holder of the collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the collateral is in possession);
The repurchase agreement shall be a “repurchase agreement” as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a “qualified financial contract” as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) and such bank is subject to FIRREA;
The repurchase transaction shall be in the  form  of  a  written  agreement, and such agreement shall require the provider to give written notice to the Trustee of any change in its long-­‐‑term debt rating;
The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;
The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;
The term of the repurchase agreement shall be no longer than ten years or the remaining term of the Bonds, whichever is earlier;
The interest with respect to the repurchase transaction shall be payable no less frequently than quarterly;
The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Master Indenture;
Any repurchase agreement shall provide that a perfected security interest    in such investments is created for the benefit of the Beneficial Owners under the Uniform Commercial Code of Florida, or book-­‐‑entry procedures prescribed at 31 C.F.R.
306.1 et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the Beneficial Owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third-­‐‑party acceptable to, and acting solely as agent for, the Trustee (the “Holder of the

collateral”) shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider’s books) free and clear of any third-­‐‑party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Owners  and  the  Trustee.  The  custodial  agreement  shall  provide that the Trustee must have the  rights  for  disposition  or  control  over  the collateral of the repurchase agreement, irrespective  of  an  event  of  default  by  the  provider of such repurchase agreement.
If such investments are held by a third-­‐‑party, they shall be held as agent for the benefit of the Trustee as fiduciary for the Beneficial Owners and not as agent for the bank serving as  Trustee in its commercial capacity or any other party and shall be  segregated  from  securities owned generally by such third party or bank;
any other investment permitted under Florida law and approved in writing by the Majority Owners of the Bonds secured thereby;
bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are rated in one of the three highest ratings by both Moody’s and S&P or in one of the two highest categories by either S&P or Moody’s;
investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the  parent guarantees the investment agreement, which bank, insurance company, financial institution  or  parent  has  an  unsecured,  uninsured  and  unguaranteed  obligation  (or  claims-­‐‑ paying ability) rated in the highest short-­‐‑term rating category by Moody’s, S&P or Fitch (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated Aa2 or better by Moody’s and AA  or  better by S&P or Fitch, respectively (if the term  of such  agreement is  more  than  365  days) or is  the lead bank of a parent bank holding company with  an  uninsured,  unsecured  and  unguaranteed obligation of the aforesaid ratings, provided:
interest is paid on any date interest is due on the Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;
moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two days’ notice unless otherwise specified in a Supplemental Indenture;
the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and

the Issuer and the Trustee receive an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;
in the event of a suspension, withdrawal, or downgrade below Aa3,  AA-­‐‑  or  AA-­‐‑  by  Moody’s,  S&P  or  Fitch,  respectively,  the  provider  shall notify the Trustee within ten (10) Business Days of such downgrade event and the provider shall at its option, within five (5) Business Days after notice is given to the Trustee, take any of the following actions:
collateralize the agreement at levels, sufficient to maintain an “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a mark to market approach, or
assign the agreement to another provider, as long as the minimum rating criteria of “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a mark to market approach, or
have the agreement guaranteed by a provider which results in a minimum rating criteria of an “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a mark to market approach.
In the event the provider has not satisfied any one of the above conditions within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.
bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the Issuer of Columbia, if such obligations are rated in one of the three highest ratings by both Moody’s and S&P or in one of the two highest categories by either S&P or Moody’s;
the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund is rated at least “AA” by S&P (without regard to gradation) or at least “Aa” by Moody’s (without regard to gradation); and
in addition to the deposits described in subsection (3) above in the definition of Investment Securities, time deposits, demand deposits or certificate of deposit of any depository institution or trust company incorporated under the law of the United States of America or any  State (or any domestic branch of foreign bank) and subject to supervision and examination by Federal or State depository institution authority (including the Trustee); provided, however, that  at  the  time  of  the  investment,  short-­‐‑term  unsecured  debt  obligations  hereof  shall  have  a credit rating in the highest rating category by S&P or Moody'ʹs.

Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed in writing by an Authorized Officer of the Issuer is permitted under the Indenture and is a legal investment for funds of the Issuer.
“Issuer” shall mean the Wilford Preserve Community Development District.
“Majority Owners” shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds then Outstanding to which such reference is made.
“Major   Non-­‐‑Recurring   Expense”   shall   mean   the   cost   of   major   replacement   or reconstruction of the Capital Improvement Program, or any  part  thereof,  the  cost  of  major repairs, renewals or replacements, the provision of a reserve for the payment of insurance  premiums not due on an annual or more frequent basis, and  the  cost  of  studies,  surveys, estimates and investigations in connection with any of the foregoing.
“Master Indenture” shall mean, this Master Trust Indenture by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XIII hereof.
“Moody’s” shall mean Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
“Officers’ Certificate” or “Officer’s Certificate” shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee.
“Outstanding,” in connection with a Series of Bonds, shall mean, as of the time in question, all Bonds of such Series authenticated and delivered under the Indenture, except:
all Bonds theretofore cancelled or required to be cancelled under Section 2.07
hereof;

Bonds  for  the  payment,  redemption  or  purchase  of  which  moneys  and/or
Defeasance Securities, the principal of and interest on which, when due, will provide sufficient moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and
Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.

In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds of such Series which are known by the Trustee to be held by or on behalf of the Issuer shall be disregarded for the purpose of any such determination; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof.
“Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.
“Paying Agent” shall mean initially, the Trustee, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.
“Person”  shall  mean  any  individual,  corporation,  partnership,  association,  joint-­‐‑stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals.
“Pledged Revenues” shall mean, unless otherwise provided by Supplemental Indenture with respect to a specific Series of Bonds, with respect to a particular Series of Bonds Outstanding, (a) all revenues received by the Issuer from Special Assessments levied and collected on all or a portion of the District Lands with respect to such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture expressly allocated to such particular Series of Bonds; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) “special assessments” levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or “maintenance special assessments” levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this provision).
“Project” shall mean, with respect to any Series of Bonds, the portion or portions of the Capital Improvement Program financed or refinanced with such Series of Bonds, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided that the portion or portions of the Capital Improvement Program financed with such Series of Bonds shall specially benefit all of the District Lands on which Special Assessments to secure such Series of Bonds have been levied.
“Property Appraiser” shall mean the property appraiser of the County.
“Property Appraiser and Tax Collector Agreement” shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof.

“Rebate Fund” shall mean the Fund, if any, so designated, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate agreement.
“Record Date” shall mean, as the case may be, the applicable Regular or Special Record
Date.

“Redemption Price” shall mean the principal amount of any Bond plus the applicable
premium, if any, payable upon redemption thereof pursuant to the Indenture.

“Registrar” shall mean initially, the Trustee, which entity shall have the responsibilities set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.
“Regular Record Date” shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.
“Regulatory Body” shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the County and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the County, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer.
“Responsible Officer” shall mean any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter.
“Revenue Fund” shall mean the Fund so designated which is established pursuant to Section 6.03 hereof.
“Rule”   shall   mean   Rule   15c2-­‐‑12(b)(5)   adopted   by   the   Securities   and   Exchange Commission under the Securities Exchange Act of 1934, as the  same  may  be amended  from  time to time.
“S&P” shall mean Standard & Poor’s, a Standard & Poor’s Financial Services LLC business, organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

“Series” shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a  separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable Supplemental  Indenture, regardless of variations in maturity, interest rate or other provisions;  provided,  however, two or more Series of Bonds may be issued simultaneously under  the  same  Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance.    Two  or  more  Series  or  sub-­‐‑Series  of  Bonds  may  be  issued  simultaneously  under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent  proceedings  of  the  Issuer,  one  or  more  Series  of  Bonds  or  sub-­‐‑Series  of  Bonds, whether issued at the same time or not, may be separately secured by Special Assessments imposed  pursuant  to  separate  assessment  proceedings.    Such  Bonds  or  sub-­‐‑Series  of  Bonds which are secured  by separate Special Assessments will not be issued  as parity bonds even if  issued at the same time.
“Sinking Fund Account” shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
“Sinking Fund Installments” shall mean the money required to be deposited in the Sinking Fund Account for the purpose of the mandatory redemption of any term Bonds issued pursuant to the Indenture, the specific amounts and times of such deposits to be as set forth in Section 8.01(c) hereof and the applicable Supplemental Indenture.
“Special Assessments” shall mean (a) the net proceeds derived from the levy and collection of “special assessments,” as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special assessments levied and collected for maintenance purposes), against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of “benefit special assessments,” as provided for in Section 190.021(2) of the Act, against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and in the case of both “special assessments” and “benefit special assessments,” including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. “Special Assessments” shall not include “maintenance special assessments” levied and collected by the Issuer under Section 190.021(3) of the Act.
“Special Record Date” shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof.

“State” shall mean the State of Florida.

“Supplemental Indenture” and “indenture supplemental hereto” shall mean any indenture amending or supplementing this Master Indenture which may be entered into in accordance with the provisions of this Master Indenture.
“Tax Collector” shall mean the tax collector of the County.

The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the form of Bond), refer to the entire Master Indenture.
Every “request,” “requisition,” “order,” “demand,” “application,” “notice,” “statement,” “certificate,” “consent,” or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chair or a Vice Chair and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

ARTICLE II THE BONDS
SECTION 2.01.	AMOUNTS AND TERMS OF BONDS; DETAILS OF BONDS. The
Issuer is hereby authorized to issue in one or more Series pursuant to the terms and conditions of this Master Indenture, its obligations to be known as “Wilford Preserve Community Development District Special Assessment Bonds, Series [to be designated]” (the “Bonds”). The total principal amount of Bonds that may be issued under this Master Indenture is expressly limited to $_____________ exclusive of any refunding bonds. The Bonds shall be issued in Authorized  Denominations  and  within  each  Series  shall  be  numbered  consecutively  from  R-­‐‑1 and upwards in each Series and in substantially the form attached hereto as Exhibit C, with such appropriate variations, omissions and insertions as are permitted or required by this Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer’s written request, authenticate such Bonds and deliver them as specified in such request.
Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, a Supplemental Indenture.
Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided in

Section 2.11 hereof or in a Supplemental Indenture, the principal of all Bonds shall be payable at the designated corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds as the same shall become due and payable.
Except to the extent otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, interest on any Bond is payable on any Interest Payment  Date  by  check  or  draft  mailed on the Interest Payment Date to the person in whose name that Bond is registered at the  close of business on the Regular Record Date for such Interest Payment Date, at his address as it appears on the Bond Register. The  Bonds  shall  bear  interest  from  the  Interest  Payment  Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear  interest  from  such  Interest  Payment  Date,  or  unless authenticated before the first Interest Payment  Date  in  which  event  they  shall  bear interest from their date; provided, however, that if a Bond  is  authenticated  between  a  Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that  if  at  the  time  of  authentication of any Bond interest thereon is in default, such Bond  shall bear  interest from  the date to which interest has been paid. Any interest on any Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called “Defaulted Interest”) shall be paid to the Owner in whose name the Bond is  registered  at  the  close  of  business on a Special Record Date to be fixed by the Trustee, such  date  to  be  not  more  than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee  shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given by Electronic Means or mailed, first-­‐‑class, postage-­‐‑prepaid, to each Owner of record as of the fifth (5th) day prior to giving such notices, at his address as it appears in the   Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, but subject to the provisions of Section 2.11 hereof, any Owner of Bonds of a   Series in an aggregate principal amount of at least $1,000,000 shall be  entitled  to  have  interest  paid by wire transfer to such Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent       at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired.  Any  such  request  for  interest  payments  by  wire  transfer  shall remain in effect until rescinded or changed, in a writing delivered by the  Owner  to  the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must      be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date.   Interest on the Bonds will be computed on the basis of a 360-­‐‑day year of twelve 30-­‐‑day months.  Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by such Bonds on the day before the default occurred.
The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.

SECTION 2.02. EXECUTION. The Bonds shall be executed  by  the  manual  or  facsimile signature of the Chair or Vice Chair of the Issuer, and the corporate seal of the Issuer

shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon written request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.
SECTION 2.03.	AUTHENTICATION; AUTHENTICATING AGENT. No Bond shall
be valid until the certificate of authentication shall have been duly executed by the Trustee, as Authenticating Agent, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent and shall be authorized to authenticate the Bonds.
SECTION 2.04.	REGISTRATION   AND   REGISTRAR.	The Trustee is hereby
constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar  and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the “Bond Register” or “Register”) in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Initially, and until the Trustee provides notice as provided in the immediately preceding sentence, the Bond Register shall be kept at the Trustee’s designated corporate trust office in Orlando, Florida.
SECTION 2.05.	MUTILATED, DESTROYED, LOST OR STOLEN BONDS. If any
Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be, may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost,  stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.

Every substituted Bond issued pursuant to this Section 2.05 shall constitute  an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds of such same series duly issued hereunder.
All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.
SECTION 2.06. TEMPORARY BONDS.  Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its written request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon written request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. So long as Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form.
SECTION 2.07.	CANCELLATION AND DESTRUCTION OF SURRENDERED
BONDS. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee in accordance with its retention policy then in effect. The Trustee shall deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section.
SECTION 2.08.	REGISTRATION, TRANSFER AND EXCHANGE. As provided in
Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.
Upon surrender for registration of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent, shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity.
At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office of the Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent shall

authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.
All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as the Bonds of such same Series surrendered upon such transfer or exchange.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing.
Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of giving a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of giving such notice, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.
SECTION 2.09. PERSONS DEEMED OWNERS. The Issuer, the Trustee, any Paying Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.
SECTION 2.10.	LIMITATION ON INCURRENCE OF CERTAIN INDEBTEDNESS.
The Issuer will not issue Bonds, except upon the conditions and in the manner provided or as otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities.
SECTION 2.11.	QUALIFICATION  FOR  THE  DEPOSITORY  TRUST COMPANY.
To the extent provided in a Supplemental Indenture or authorized and directed by a Resolution of the Issuer authorizing the issuance of a Series of Bonds, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York (“DTC”) and

other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC, and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee in writing) by overnight delivery, courier service, telegram, telecopy or other similar means of  communication.
So long as there shall be maintained a book-­‐‑entry-­‐‑only system with respect to a Series of Bonds, the following provisions shall apply:
Unless otherwise provided in a Supplemental Indenture, each Series  of  Bonds  shall  initially be registered in the name of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Bonds and so long as the Bonds are held in book-­‐‑entry-­‐‑only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, the  Bonds  shall  be  deposited  with  DTC,  which  shall  be  responsible  for  maintaining  a  book-­‐‑ entry-­‐‑only system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC  Participant, either directly or indirectly (“Indirect Participants”). The DTC  Participants  and  Indirect Participants will be responsible for maintaining records with respect to the Beneficial Owners.
Principal and interest on the Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC without the need for presentment of such Bonds. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.
The Bonds registered in the name of Cede &  Co. shall initially  be issued  in  the form  of  one fully registered Bond for each maturity of each Series registered in the name of Cede &  Co.   and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-­‐‑entry-­‐‑only form, without certificated Bonds, through DTC Participants and Indirect Participants.
DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICES TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL OWNERS.
The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-­‐‑entry-­‐‑only system.  Such agreement may be

terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository and in that event all references to DTC or Cede & Co. shall be deemed to be references to its respective successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co.
In  the  event  DTC,  any  successor  of  DTC  or  the  Issuer  elects  to  discontinue  the  book-­‐‑ entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the designated corporate trust office of the Trustee.
ARTICLE III ISSUE OF BONDS
SECTION 3.01. ISSUE OF BONDS.  Subject to the provisions of Section 2.01 hereof,  the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Cost of acquisition or construction of the Capital Improvement Program or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In  connection with the issuance of a Series of Bonds the Trustee shall, at written request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:
a Certified Resolution of the Issuer (a) approving a Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article V or Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XIV hereof;

a written opinion or opinions of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed by the Issuer and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors’ rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in a Project

have been obtained or based on certifications of the Consulting Engineer can be reasonably expected to be obtained on or prior to the date such consents are required for such Project; and
if the acquisition of any real property or interest therein is included in the purpose of such issue, and in exchange for the payment of proceeds of the Bonds at the time of the issuance of the Bonds, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or
(ii) the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-­‐‑ of-­‐‑way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company) (clause (c) shall not apply in the case of the issuance of a refunding Series of Bonds);
an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) the Issuer has good right and lawful authority under the Act to undertake 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; (b) that the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (c) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all State, City, County and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (d) the related Indenture has been duly and validly authorized, approved, and executed by the Issuer; (e) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (f) the related Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors’ rights generally and subject to equitable principles, whether in a proceeding at law or in equity (clauses (a), (b) and (c) shall not apply in the case of the issuance of a refunding Series of Bonds);
a Consulting Engineer’s certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signer’s opinion, (a) that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) to the best of his knowledge, the Project improvements are constructed in a sound workmanlike manner and in accordance with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in lieu of the information required in clause (a), there may be delivered to the Trustee satisfactory evidence of the acceptance of operational

and maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds); the Consulting Engineer’s certificate may incorporate its engineering report by reference to satisfy all or some of the above requirements;
a Financial Consultant’s certificate that (a) the benefit from the Project equals or exceeds the amount of Special Assessments; (b) the Special Assessments are fairly and reasonably allocated across the District Lands subject to the Special Assessments; and (c) the Special Assessments are sufficient to pay the Debt Service Requirements on the Bonds;
a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof;
the proceeds of the sale of such Bonds.

any Credit Facility authorized by the Issuer in respect to such Bonds;

one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds);
an opinion of Bond Counsel substantially to the effect that (a) the Series of Bonds are valid and binding limited obligations of the Issuer, (b) the Indenture constitutes a valid and binding obligation of the Issuer, enforceable in accordance with its terms, and (c) if such Series of Bonds are not taxable Bonds, that the interest thereon is excludable from gross income for federal income tax purposes under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to their initial purchasers;
a written direction of the Issuer to the Trustee to authenticate and deliver such
Bonds;
a copy of a Final Judgment of Validation and a Certificate of No Appeal with
respect to the Bonds that are subject to validation;

in the case of the issuance of a refunding Series of Bonds, an Officer’s Certificate stating (a) the intended use of the proceeds of the issue; (b) any other amounts available for such purpose; (c) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in compliance with Article XIV of this Master Indenture, including, without limitation, to pay the Costs of issuance of such Bonds, and (d) that notice of

redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable;
in the case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the Indenture (to the extent that upon original issuance thereof such Bonds were issued as Bonds the interest on which is excludable from gross income for federal income tax purposes); and
such other documents, certifications and opinions as shall be required by the Supplemental Indenture or by the Issuer or the Trustee upon advice of counsel.
At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the Issuer shall be conclusive evidence of satisfaction of conditions precedent, set forth in this Article, as to the Issuer and Underwriter.

ARTICLE IV ACQUISITION OF PROJECT
SECTION 4.01.	PROJECT TO CONFORM TO PLANS AND SPECIFICATIONS;
CHANGES. The Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds.
SECTION 4.02. COMPLIANCE REQUIREMENTS. The Issuer will comply with all present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations.

ARTICLE V
ACQUISITION AND CONSTRUCTION FUND

SECTION 5.01.	ACQUISITION AND CONSTRUCTION FUND.   The Trustee shall
establish an Acquisition and Construction Fund into which shall be deposited the proceeds from each Series of Bonds issued under the Indenture (unless otherwise specified herein or in the applicable Supplemental Indenture for a Series of Bonds) and from which Costs may be paid as set forth herein and in the applicable Supplemental Indenture. Unless otherwise specified   in   the   applicable   Supplemental  Indenture,  a   separate   Series   Account  shall be

established in the Acquisition and Construction Fund with respect to each Series of Bonds issued hereunder and the proceeds of each Series of Bonds (other than Bonds issued to refund all or a portion of the Bonds) shall be deposited into the corresponding Series Account in the Acquisition and Construction Fund. The amounts in any account of the Acquisition and Construction Fund, until applied as hereinafter provided, shall be held for the security of the Series of Bonds hereunder in respect of which such Series Account was established. Separate subaccounts within any Series Account of the Acquisition and Construction Fund shall be maintained by the Trustee in respect of each Series of Bonds upon written request of the Issuer whenever, in the opinion of the Issuer, it is appropriate to have a separate written accounting in respect of the Costs of any designated portion of a Project. Payments shall be made from the appropriate Series Account of the Acquisition and Construction Fund to pay any unpaid costs of issuance of the Series of Bonds in question, including without limitation, legal, engineering, and consultants’ fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, reconstruction, equipping and installation of the applicable Project or portion thereof.
Deposits. In addition to the deposit of amounts received by the Trustee on the date of issuance of each Series of Bonds, the Issuer shall pay or cause to be paid to the Trustee, for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts:
Subject to Section 9.24 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; and
Subject to Section 9.14 hereof, the balance of insurance proceeds with respect to the loss or destruction of the Project or any portion thereof.
Amounts in the Series Account of the Acquisition and Construction Fund shall be applied to pay the Cost of a Project or a portion thereof, as applicable, pertaining to the Series of Bonds in question; provided, however, that if any amounts remain in the Series Account of the Acquisition and Construction Fund after the Completion Date of the Project or portion thereof pertaining to the Series of Bonds in question, and if such amounts are not reserved for payment of any remaining part of the Cost of such Project or the payment of Deferred Costs, such amounts shall be transferred to the applicable Series Account of the Bond Redemption Fund for application to the redemption of Bonds of the Series to which such proceeds relate, as set forth in Section 6.06 hereof or in the applicable Supplemental Indenture.
Disbursements. All payments from the Acquisition and Construction Fund shall be paid in accordance with the provisions of this subsection. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in this subsection (b). Before any such payment shall be made, the Issuer shall file with the Trustee a fully executed requisition in the form of Exhibit D

attached hereto signed by a Responsible Officer and except for payment of costs of issuance, a certificate of the Consulting Engineer signed by a Consulting Engineer also in the form of Exhibit D attached hereto and as may be modified by terms of the related Supplemental Indenture. Upon receipt of each such requisition and accompanying certificate, the  Trustee shall promptly withdraw from the appropriate Series Account of the Acquisition and Construction Fund and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. All requisitions and certificates received by the Trustee pursuant to this Section 5.01 shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the Issuer, the Consulting Engineer, the Owner of any Bonds, and the agents and representatives thereof. The Trustee shall have no duty to  investigate the accuracy or validity of the items delivered pursuant to this Section.
Completion of Project. On the date of completion of a Project, as evidenced by the delivery to the Trustee of a certificate of the Consulting Engineer and adoption of a resolution by the Board accepting a Project as provided by Section 170.09, Florida Statutes, as amended (the “Completion Date”), the balance in the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project or the payment of Deferred Costs, shall be transferred by the Trustee to, and deposited in, the applicable Series Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture.

ARTICLE VI SPECIAL ASSESSMENTS;
APPLICATION THEREOF TO FUNDS AND ACCOUNTS
SECTION 6.01.	SPECIAL ASSESSMENTS; LIEN OF INDENTURE ON PLEDGED
REVENUES. The Issuer hereby covenants that it shall levy Special Assessments, and collect such Special Assessments in accordance with Section 9.04 hereof, unless otherwise provided in a Supplemental Indenture for a Series of Bonds, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder.
The Issuer shall, within five (5) Business Days of receipt thereof pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that amounts received as prepayments of Special Assessments and any amounts received under a “true-­‐‑up” or similar agreement shall be deposited directly into the applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee in writing at the time of deposit of any amounts received as prepayments of Special Assessments and shall identify the related Series of Bonds.
There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all

reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as required under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture may be made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds.
SECTION 6.02.	FUNDS  AND  ACCOUNTS  RELATING  TO THE  BONDS.	The
Funds and Accounts specified in this Article VI shall be established under the Master Indenture and each Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds issued pursuant to such Supplemental Indenture and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto. Subject to the foregoing sentence, all moneys, including, without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith.
SECTION 6.03. REVENUE FUND. The Trustee is hereby authorized and directed to establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all Special Assessments received from the levy thereof on the District Lands or any portion thereof (other than Special Assessment prepayments, including amounts constituting accrued interest on such prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Special Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Special Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein 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 transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority unless other times and/or other priorities are established in a Supplemental Indenture with respect to a Series of Bonds:
FIRST, upon receipt but no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previously credited;
SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited;
THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding principal payment date, less any amount on deposit in the applicable Series Sinking Fund Account not previously credited;
FOURTH, upon receipt but no later than the Business Day preceding the first November 1 for which there remains an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1, less any amount on deposit in the applicable Series Interest Account not previously credited;
FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, an

amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement;
SIXTH, subject to the following paragraph the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall remain therein.
The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the written direction of the Issuer, and if no Event of Default is continuing, withdraw any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section or the related supplemental Indenture and deposit such moneys as directed in writing to the credit of the applicable Series Account of the Bond Redemption Fund in accordance with the provisions hereof. Special Assessment prepayments (including any portion thereof comprising interest thereon) pledged to a particular Series of Bonds shall be deposited directly into the applicable Series Account of the Bond Redemption Fund as provided herein.
SECTION 6.04. DEBT SERVICE FUND. The Trustee is hereby authorized  and  directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund 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 establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and a Series Sinking Fund Account for each Series of Bonds, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee.
The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.
The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee in writing that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer’s arrangements provided they conform to the Indenture.

Except to the extent otherwise provided in a Supplemental Indenture, purchases, Sinking Fund Installments and redemptions out of the Series Sinking Fund Account shall be made as follows:
The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the Sinking Fund Installment date in each of the years set forth in a Supplemental Indenture to the redemption of Bonds of a Series in the amounts, manner and maturities and on the dates set forth in a Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the applicable Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund.
Accrued interest on purchased or redeemed Bonds of a Series shall be paid from the related Series Interest Account of the Debt Service Fund.
In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of a Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds (and the interest applicable thereto) so presented.
SECTION 6.05. DEBT SERVICE RESERVE FUND. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt  Service Reserve Fund and each Series Account therein shall be held by the Trustee for the benefit of each related Series of Bonds; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth

herein and 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. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall be transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. Unless otherwise provided in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an optional prepayment by the owner of a lot or parcel of land of a Special Assessment against such lot or parcel, which Special Assessment is pledged for the payment and security of such Series of Bonds, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the Bond Redemption Fund established for such Series of Bonds, as a credit against the principal amount of the prepayment otherwise required to be made by the owner of such lot or parcel. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Series Account of the Debt Service Reserve Requirement for any other reason, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the related Series Account of the Revenue Fund.
Whenever for any reason on an Interest Payment Date or principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay amounts due with respect to a Series of Bonds secured by the Series Account of the Debt Service Reserve Fund on such date.
Notwithstanding the foregoing, in lieu of the required deposits into the related Series Account of the Debt Service Reserve Fund, the Issuer may cause to be deposited into the Series

Account of the Debt Service Reserve Fund a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit either in lieu of any cash amount required to be deposited therein in connection with the issuance of any Series of Bonds or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the sum, if any, then on deposit in the Series Account of the Debt Service Reserve Fund, which Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists which cannot be remedied by moneys in any other Fund or Account held pursuant to the Indenture and available for such purpose. Unless otherwise provided in the Supplemental Indenture with  respect to a Series of Bonds, if any such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit is substituted for moneys on deposit in the Series Account of the Debt Service Reserve Fund, or if at any time there are excess moneys in the Series Account of the Debt Service Reserve Fund, the excess moneys in the Series Account of the Debt Service Reserve Fund shall be transferred to and deposited in the related Series Account of the Revenue Fund.  If a disbursement is made from a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, the Issuer shall be obligated to either reinstate the maximum limits of such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit immediately following such disbursement or to deposit into the Series Account of the Debt Service Reserve Fund, as provided in the Indenture for restoration of withdrawals from the Series Account of the Debt Service Reserve Fund, funds in the amount of the disbursement made under such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit.
In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6.05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be applied as set forth in the second paragraph of

this Section 6.05. Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy.
SECTION 6.06. BOND REDEMPTION FUND. The Trustee is hereby authorized and directed to establish a Series Bond Redemption Fund for each Series of Bonds issued hereunder into which shall be deposited, moneys in the amounts and at the times provided in Sections 5.01, 6.01, 6.03, 6.05, 9.08(c) and 9.14(c) of this Master Indenture. The Series Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Bond Redemption Fund shall be retained therein and applied as set forth below.
Moneys in the Series Bond Redemption Fund (including all earnings on investments held in the Series Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:
FIRST, to make such deposits into the Series Rebate Fund, if any, as the Issuer may direct in accordance with an arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Bond Redemption Fund to the Series Rebate Fund shall thereupon be free from the lien and pledge of the related Indenture;
SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices, including interest due thereon, provided in such clauses or provisions, as appropriate; and
THIRD, the remainder to be utilized by the Trustee, at the written direction of a Responsible Officer, to call for redemption, the Bonds of the applicable Series which are subject to optional redemption pursuant to Section 8.01(a) hereof such amount of Bonds (including interest thereon) of the applicable Series as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time.
Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture. The Issuer shall pay all expenses in connection with such redemption.
SECTION 6.07. DRAWINGS ON CREDIT FACILITY. With respect to Bonds in  respect of which there has been issued a Credit Facility, the Trustee shall draw on the Credit

Facility in accordance with the provisions for drawing under such Credit Facility, and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture.
SECTION 6.08.	PROCEDURE WHEN FUNDS ARE SUFFICIENT TO PAY ALL
BONDS OF A SERIES. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at any time the moneys held by the Trustee in the Funds and Accounts hereunder and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar, and Credit Facility Issuer, the Trustee, at the written direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.
SECTION 6.09.	CERTAIN MONEYS TO BE HELD FOR SERIES BONDOWNERS
ONLY. Each Series of Bonds issued pursuant to this Master Indenture and a Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only.
SECTION 6.10. UNCLAIMED MONEYS In the event any Bond shall  not  be  presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the Owner of the Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due, such amounts shall, upon the written request of the Issuer, if the Issuer is not at the time to the actual knowledge of the Trustee in default with respect to any covenant in the Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the expense of the Issuer and if directed by the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
ARTICLE VII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

SECTION 7.01.	DEPOSITS    AND  SECURITY   THEREFOR.	Unless   otherwise
provided in the Supplemental Indenture with respect to a Series of Bonds, all moneys received

by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under the Indenture or such Supplemental Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under the Indenture or such  Supplemental Indenture (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof; provided, however, investments of the type specified in (3) of the definition of Investment Securities shall not be required to be so insured or secured. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000.
SECTION 7.02.	INVESTMENT  OR  DEPOSIT OF FUNDS.	Except  to  the  extent
otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account in the Debt Service Fund and any Series Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraph (3) or (6), of the definition of Investment Securities. Except to the extent otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in a Supplemental  Indenture  with  respect  to  a  specific  Series  of  Bonds,  any  interest  and other

income so received shall be deposited in the related Series Account of the Revenue Fund. Upon the written request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.
Absent specific instructions as aforesaid, all moneys in the Funds and Accounts established under the Indenture shall be held uninvested. The Trustee shall not be liable or responsible for any loss or failure to achieve the highest return, or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of this Section 7.02 through its own bond department or investment department.
The Trustee may conclusively rely upon the Issuer'ʹs written instructions as to both the suitability and legality of all investments directed hereunder or under any Supplemental Indenture. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments.
SECTION 7.03. VALUATION  OF  FUNDS.  Except  for  the  assets  on  deposit  in  the Debt Service Reserve Fund, the Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture within five (5) Business Days  following each November 1 Interest Payment Date. With  respect  to  the  assets  in  the  Debt  Service Reserve Fund, including all accounts established therein, the Trustee shall value such assets  forty-­‐‑five  (45)  days  prior  to  each  Interest  Payment  Date,  and,  in  either  case,  as  soon  as practicable after each such valuation date (but no later than ten  (10)  days  after  each  such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any  Fund  or  Account,  investments  and  accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof.   For the purpose        of determining the amount on deposit to the credit of  any  Fund  or  Account  established  hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or  the  amortized  cost  thereof, whichever is lower, or at the redemption price thereof, to the extent that any such  obligation is then redeemable at the option of the holder.
SECTION 7.04. BROKERAGE CONFIRMATIONS. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no

additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer monthly transaction statements that include detail for all investment transactions made by the Issuer hereunder.
SECTION 7.05.	PATRIOT ACT REQUIREMENTS OF THE TRUSTEE. To help the
government fight the funding  of  terrorism  and  money  laundering  activities,  Federal  law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.  For a non-­‐‑individual person such as a business entity, a charity, a  trust  or  other  legal  entity,  the  Trustee  will  ask  for  documentation  to  verify  such  non-­‐‑ individual person’s formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents  from  individuals claiming authority to represent the entity or other relevant documentation.
ARTICLE VIII
REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01.	REDEMPTION  DATES AND PRICES.	The Bonds may be made
subject to optional, mandatory and extraordinary redemption and purchase, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in a Supplemental Indenture.
Optional Redemption. Bonds of a Series shall be subject to optional redemption at the written direction of the Issuer, at the times and upon payment of the Redemption Price plus the accrued interest to the redemption date, as provided in a Supplemental Indenture.
Extraordinary Mandatory Redemption in Whole or in Part. Except as otherwise provided in a Supplemental Indenture with respect to Bonds of the related Series, Bonds of a Series are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of Section 9.08(a) hereof; (ii) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with Section 9.08(b) hereof; (iii) when sufficient moneys are on deposit in the related Series Funds and Accounts (other than the Rebate Fund and any other Fund or Account expressly pledged to a different Series of Bonds as provided in a Supplemental Indenture with respect to a Series of Bonds or any money required to pay Costs of the Project or Deferred Costs) to pay and redeem all Outstanding Bonds of a Series and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds from moneys in excess of the Series Account of the Debt Service Reserve Requirement in the Series Account of the Debt Service Reserve Fund transferred to the Series

Bond Redemption Fund pursuant to Section 6.05  hereof;  (v)  from  excess  moneys  transferred  from the Series Account of the Revenue Fund to  the  Series  Bond  Redemption  Fund  in  accordance with Section 6.03 of this  Master  Indenture; (vi)  from  moneys, if  any, on  deposit  in  the Series Bond Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or   the sale of any portion of the District Lands benefited by  a  Project  to  a  governmental  entity  under threat of condemnation by such governmental entity or the damage or destruction of all        or substantially all of the Project when such moneys are not to be used pursuant to 9.14(c) to repair, replace or restore the Project; provided, however, that at least forty-­‐‑five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause  to  be  delivered  to  the  Trustee (x) notice setting forth the redemption date and (y) a  certificate  of  the  Consulting  Engineer confirming that the repair and restoration of the Project would not be economical or  would be impracticable; or (vii) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction  Fund  in  accordance with Section 5.01(c) hereof.
Mandatory Sinking Fund Redemption. Bonds of a Series shall be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture.
In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof.
The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer in writing or as provided in Section 8.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 8.01(a) and (b) hereof or purchased pursuant to Section 6.04 hereof.
Upon any purchase or redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the  Outstanding  principal  amount of Bonds of such Series in substantially equal annual  installments  of  principal  and  interest (subject to rounding to  Authorized  Denominations  of  principal)  over  the  remaining  term of the Bonds of such Series. The Sinking  Fund  Installments  as  so  recalculated  shall  not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds of such Series in any year.   In the event of a redemption or purchase occurring less than forty-­‐‑five (45) days prior to a date on which a  Sinking  Fund  Installment  is  due,  the  foregoing  recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be  made  to  Sinking  Fund  Installments  for  the  immediately succeeding and subsequent years.
SECTION 8.02.	NOTICE OF REDEMPTION  AND OF PURCHASE.   Except  where
otherwise required by a Supplemental Indenture, when required to redeem or purchase Bonds

of a Series under any provision of the Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be given by Electronic Means or mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses and also to any Credit Facility Issuer, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bonds of such Series for which notice was duly mailed in accordance with this Section 8.02. Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds of such Series Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information:
the redemption or purchase date;

the redemption or purchase price;

CUSIP numbers, to the extent applicable, and any other distinctive numbers and
letters;

if less than all Outstanding Bonds of a Series to be redeemed or purchased, the
identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased;
that on the redemption or purchase date the redemption or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date;
the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee; and
any condition or conditions to be met prior to the redemption of the Bonds of such Series, including, but not limited to receipt of funds sufficient to accomplish the redemption of the Bonds.
If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited.
If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be

redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption.
The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds.

If any required (a) unconditional notice of redemption has been duly given, mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so given, mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds of a Series so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture.
Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture.
SECTION 8.03.	PARTIAL   REDEMPTION  OF  BONDS.	Except to the extent
otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant  to Section 8.01(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.

ARTICLE IX COVENANTS OF THE ISSUER
SECTION 9.01.	POWER TO ISSUE BONDS AND CREATE LIEN. The Issuer is duly
authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute the Master Indenture and to pledge the Pledged Revenues for the benefit of the Bonds of a Series and any Credit Facility Issuer, except to the extent otherwise provided in a Supplemental Indenture. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Bonds of a Series and any Credit Facility Issuer with respect to such Series. The Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Bondholders and any Credit Facility Issuer under the Indenture against all claims and demands of all other Persons whomsoever.
SECTION 9.02.	PAYMENT OF PRINCIPAL AND INTEREST ON BONDS. The
payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues.
THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE CAPITAL IMPROVEMENT PROGRAM OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE COUNTY, OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE COUNTY, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

SECTION 9.03.	SPECIAL ASSESSMENTS; RE-­‐‑ASSESSMENTS.

Unless otherwise provided by Supplemental Indenture, the Issuer shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.
If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made.
SECTION 9.04. METHOD OF COLLECTION. Special Assessments shall be collected by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. Unless otherwise provided by Supplemental Indenture, the Issuer shall use its best efforts to adopt the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by Section 197.3631, Florida Statutes. If using such uniform method, the Issuer shall use its best efforts to enter into one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the “Property Appraiser and Tax Collector Agreement”) in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. To  the extent that it is not in the best interests of the Issuer to collect Special Assessments, all or in part, pursuant to the “uniform tax roll collection” method under Chapter 197, Florida Statutes, the Issuer may elect to collect and enforce Special Assessments, all or in part, pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. The election to collect and enforce Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year.

Notwithstanding the immediately preceding paragraph or any other provision in this Master Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of a Series of Bonds, requests in writing that the Issuer not use the uniform method, but instead collect and enforce the Special Assessments securing such Series of Bonds pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Special Assessments in the manner and pursuant to the method so requested by the Trustee.
SECTION 9.05. DELINQUENT SPECIAL ASSESSMENTS.  Subject to the provisions of Section 9.04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Special Assessment the Issuer may, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, 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, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law.
SECTION 9.06.	SALE OF TAX CERTIFICATES AND ISSUANCE OF TAX DEEDS;
FORECLOSURE OF SPECIAL ASSESSMENT LIENS. If the Special Assessments levied and collected under the uniform method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes, and related statutes. Alternatively, if the uniform method of levy and collection is not utilized, and if any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any) from any legally available funds of the Issuer, and the Issuer shall thereupon receive in its corporate name (or in the name of a special purpose entity) the title to the property for the benefit of the Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the  Owners of the  Series of Bonds secured  by  such  delinquent Special Assessments.   Not less

than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Owners within thirty (30) days after the receipt of the request therefor signed by the Majority Owners of all Outstanding Bonds of the Series payable from Special Assessments assessed on such property.
SECTION 9.07.	BOOKS	AND	RECORDS	WITH	RESPECT	TO	SPECIAL
ASSESSMENTS. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager’s designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A copy of such report shall, upon written request, be mailed by the Issuer to any Owner.
SECTION 9.08.	REMOVAL   OF   SPECIAL   ASSESSMENT   LIENS.	Except as
otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds the following procedures shall apply in connection with the removal of Special Assessment liens.
At any time from the date of levy of Special Assessments on a parcel of District Lands through the date that is thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments that relate to a Series of Bonds by paying to the Issuer the entire amount of such Special Assessment on such property, without interest. The Issuer may require all landowners to waive such right.
At any time subsequent to thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner. The Issuer may require all landowners to waive such right, or to limit the number of prepayments that may be made.

Upon receipt of a prepayment as described in (a) or (b) above, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) or (ii) hereof, as the case may be.
SECTION 9.09. DEPOSIT OF SPECIAL ASSESSMENTS. The Issuer covenants to cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the applicable Series Account of the Revenue Fund (except that amounts received as prepayments of Special Assessments shall be designated by the Issuer in writing as such upon delivery to the Trustee and shall be deposited directly into the related Series Bond Redemption Fund).
SECTION 9.10.	CONSTRUCTION TO BE ON ISSUER LANDS. Except for certain
off site mitigation, roadway, utility connections, landscaping improvements or additional improvements required by the County pursuant to Interlocal Agreement or other applicable law which are or may be outside the District Lands and are required in order for the District Lands to be developed, the Issuer covenants that no part of a Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.
SECTION 9.11.	OPERATION,  USE  AND  MAINTENANCE  OF  PROJECT.	The
Issuer shall establish and enforce reasonable rules and regulations governing the use of a Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating condition and shall make all necessary repairs, renewals and replacements.
SECTION 9.12.	OBSERVANCE	OF	AND	COMPLIANCE	WITH	VALID
REQUIREMENTS. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Capital Improvement Program or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Capital Improvement

Program. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon any Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.
SECTION 9.13.	PAYMENT OF OPERATING OR MAINTENANCE COSTS BY
STATE OR OTHERS. The Issuer may permit the United States of America, the State, or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating any Project out of funds other than Pledged Revenues.
SECTION 9.14. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE; MAINTENANCE OF INSURANCE; USE OF INSURANCE AND CONDEMNATION PROCEEDS.
Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of any Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations, or as is more specifically set forth hereinbelow.
At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of any Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineer’s recommendations which are to be provided in an annual report, as required by Section 9.21 hereof. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to such Project for such coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage.
All insurance policies of the Issuer relating  to  any  Project  shall  be  carried  with companies authorized to do business in the State, with a Best rating of no less than “A” as to management and Class “V” as to financial strength; provided, however, that if, in the  opinion  of the District Manager, adequate insurance protection under reasonable terms, conditions, provisions   and   cost   cannot   be   purchased   from   an   insurance   company   with   the   above-­‐‑ designated ratings, then the District Manager, on  behalf  of  the  Issuer,  may  secure  such  insurance protection as the Issuer determines to be in its best interests and otherwise consistent with  the  Indenture;  provided  further,  however,  that  the  Issuer  may  act  as  a  self-­‐‑insurer  in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-­‐‑payee and shall be made payable to the Issuer.
All proceeds received from property damage or destruction insurance and all proceeds received from the condemnation of a Project or any part thereof are hereby pledged by

the Issuer as security for the related Series of Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the related Series Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the provisions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the related Series Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reasonable time after the damage, destruction or condemnation (A) a certificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such separate fund, together with other funds available for such purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years following the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proceeds or condemnation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the related Series Account in the Revenue Fund.
The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. “Qualified Self Insurance” means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others.
Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall obtain from the District Manager an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves. The Trustee shall have no duty to review such evaluation.
Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts

adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations. The Trustee shall be under no duty to evaluate the accuracy or sufficiency of any Qualified Self Insurance plan nor determine compliance by the Issuer with the requirements of this Section.
Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager.
Within the first six (6) months of each Fiscal Year, the District Manager shall prepare a complete report of the status of the insurance coverages relating to all Projects, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. The Issuer shall maintain a copy of such report and shall, upon written request, provide a copy to any Owner.
SECTION 9.15.	COLLECTION   OF   INSURANCE   PROCEEDS.	Copies of all
insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $1,000,000 or more in aggregate principal amount of the related Series of Bonds and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be reasonably necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee. The Trustee is hereby authorized in its own name to  demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it, subject to the payment of its and its counsel’s fees and expenses and indemnification to its satisfaction.
Any appraisal or adjustment of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage.
SECTION 9.16.	USE OF REVENUES FOR AUTHORIZED PURPOSES ONLY. None
of the Pledged Revenues shall be used for any purpose other than as provided in the Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of the Indenture.

SECTION 9.17.	BOOKS,  RECORDS  AND ANNUAL REPORTS.	The Issuer shall
keep proper books of record and account in accordance with Generally Accepted Governmental Accounting Principles (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to any Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to any Project, shall at all times be subject during regular business hours to the inspection of the Trustee.
SECTION 9.18.	OBSERVANCE  OF  ACCOUNTING  STANDARDS.	The Issuer
covenants that all the accounts and records of the Issuer relating to any Project will be kept according to Generally Accepted Governmental Accounting Principles consistently applied and consistent with the provisions of the Indenture.
SECTION 9.19.	EMPLOYMENT  OF  CERTIFIED  PUBLIC  ACCOUNTANT.	The
Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture.
SECTION 9.20.	ESTABLISHMENT OF FISCAL YEAR, ANNUAL BUDGET. The
Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such  Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer.
On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to any  Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall  not have adopted the Annual Budget on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under the Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.
SECTION 9.21.	EMPLOYMENT OF CONSULTING ENGINEER; CONSULTING ENGINEER’S REPORT.
The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or corporations having a statewide and favorable repute for skill and experience in such work.

The Issuer shall cause the Consulting Engineer to make an inspection of the portions of the Capital Improvement Program owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth (i) its findings as to whether such portions of the Capital Improvement Program owned by the Issuer have been maintained in good repair, working order and condition, and
its recommendations as to:

the proper maintenance, repair and operation of any Project owned by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes; and
the insurance to be carried under the provisions of Section 9.14 hereof and the amount that should be set aside monthly for the purpose of paying insurance premiums which fall due less often than monthly.
Promptly after the receipt of such reports by the Issuer, copies thereof shall be mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose.
SECTION 9.22. AUDIT REPORTS. The Issuer covenants that, no later than the date required by State law, which is currently nine (9) months after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such audit also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section.
SECTION 9.23.	[RESERVED].

SECTION 9.24.	COVENANT AGAINST SALE OR ENCUMBRANCE; EXCEPTIONS.
Subject to Section 9.28 hereof, the Issuer covenants that, (a) except for those improvements comprising the Capital Improvement Program that are to be conveyed by the Issuer to the County, the State, or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber the Capital Improvement Program, or any part thereof. The Issuer may, however, from time to time, sell any machinery, fixtures,  apparatus, tools, instruments or other movable property acquired by it from the proceeds of a Series of Bonds or from Pledged Revenues if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the Project financed with such Series of Bonds, and the proceeds thereof shall be applied to the replacement of the

properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Revenue Fund.
Upon any sale of property relating to a Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof.
The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Capital Improvement Program not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related Series Account in the Revenue Fund.
SECTION 9.25. FIDELITY BONDS. Every officer, agent or employee of the Issuer having custody or control of any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of a Project.
SECTION 9.26.	NO LOSS OF LIEN ON PLEDGED REVENUES. The Issuer shall
not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement.
SECTION 9.27.	COMPLIANCE	WITH	OTHER	CONTRACTS	AND
AGREEMENTS. The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Capital Improvement Program and the issuance of the Bonds.
SECTION 9.28.	ISSUANCE  OF ADDITIONAL OBLIGATIONS.	The Issuer shall
not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues except as provided in Section 6.01 hereof with respect to the reimbursement due any Credit Facility Issuer.
SECTION 9.29.	EXTENSION	OF	TIME	FOR	PAYMENT	OF	INTEREST
PROHIBITED. The Issuer shall not directly or indirectly extend or assent to an extension of time  for  payment  of  any  claim  for  interest  on  any  of  the  Bonds  and  shall  not  directly or

indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.
SECTION 9.30. FURTHER ASSURANCES. The Issuer shall not  enter  into  any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of the Indenture.
SECTION 9.31.	USE OF BOND PROCEEDS TO COMPLY WITH INTERNAL
REVENUE CODE. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be “arbitrage bonds” as that term is defined in Section 148 (or any successor provision thereto) of the Code or “private activity bonds” as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of each Series of Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series of Bonds.
SECTION 9.32.	CORPORATE	EXISTENCE	AND	MAINTENANCE	OF
PROPERTIES. For so long as any Bonds are Outstanding hereunder, unless otherwise  provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require the Capital Improvement Program, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.
SECTION 9.33. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of a Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Issuer or the Developer(s) (if obligated pursuant to a Continuing Disclosure Agreement) to comply with such Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Majority Owners of a Series of Bonds and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including

seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.33.
SECTION 9.34.	PROVISIONS	RELATING	TO	BANKRUPTCY	OR
INSOLVENCY OF LANDOWNER. The provisions of this Section 9.34 shall apply both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least five percent (5%) of the Special Assessments securing a Series of Bonds (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”), except where such tax parcel shall be homestead property. For as long as any Series of Bonds remain outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, any Series of Bonds or any Special Assessments securing a Series of Bonds, the Issuer shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the Series of Bonds or for as long as any such Series of Bonds remain Outstanding.
The Issuer further acknowledges and agrees that, although a Series of Bonds may be issued by the Issuer, the Owners of the Series of Bonds are categorically a party with a financial stake in the transaction and, consequently, a party with a vested interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer:
the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation,  notice  or  application  or  take  any  other action or position in any Proceeding or in any action related to a Proceeding that affects,   either directly or indirectly, the Special Assessments securing a Series of Bonds, such Series of  Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction      from the Trustee; provided, however, that the Trustee shall be deemed to  have  consented,  on behalf of the Majority Owners of Outstanding Bonds of a Series, to the proposed action if the Issuer does not receive a written response from the Trustee within forty-­‐‑five (45) days following request for consent;
the Trustee shall have the right, but is not obligated to (unless directed by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), (i) vote in any such Proceeding any and all claims of the Issuer, except for any claims the Issuer may have related to the Issuer’s operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds and (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, except for any claims the Issuer may have related to the Issuer’s operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds, including without limitation, motions seeking relief from the automatic stay, dismissal of the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-­‐‑petition financing; and, if the Trustee chooses to exercise any

such rights (or is directed in writing by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the United States Bankruptcy Code; and
the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee’s enforcement of the Issuer claim with respect to the Special Assessments securing a Series of Bonds or receipt of adequate protection (as that term is defined in the United States Bankruptcy Code).
Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Special Assessments securing a Series of Bonds, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.
Notwithstanding the provisions of paragraph (a) above, nothing in this Section 9.34 shall preclude the Issuer from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the Issuer 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 Issuer 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 directions with respect to the Special Assessments securing a Series of Bonds whether such claim is pursued by the Issuer or the Trustee.
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES

SECTION 10.01.   EVENTS  OF  DEFAULT AND  REMEDIES.	Except to the extent
otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be as set forth in this Master Indenture.
SECTION 10.02. EVENTS OF DEFAULT DEFINED. Each of the following shall be an “Event of Default” under the Indenture, with respect to a Series of Bonds:
if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or

if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or
if the Issuer, for any reason, fails to, or is rendered incapable of fulfilling its obligations under the Indenture or under the Act; or
if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or
if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice thereof that requires the same to be remedied shall have been given to the Issuer by the Trustee, which notice may be given by the Trustee in its discretion and which notice shall be given by the Trustee at the written request of the Majority Owners of the Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion;
written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture;
The  Trustee  withdraws  more  than  twenty-­‐‑five  percent  (25%)  of  the  available funds from a Series Account of the Debt Service Reserve Fund established to pay Debt Service Requirements for a Series of Bonds and such amount is not  replenished  within  twelve  (12)  months of the date of  withdrawal  (including  from  collections  of  delinquent  Special Assessments); or
More   than   twenty-­‐‑five   percent   (25%)   of   the   operation   and   maintenance assessments levied and collected directly by the Issuer on District Lands subject to the Special Assessments securing such Series of Bonds are not paid within ninety  (90) days of the  date  such are due and payable (“Delinquent Direct Billed Operation and Maintenance Assessments”).

An Event of Default with respect to a Series of Bonds shall not be an Event of Default as to any other Series of Bonds, unless otherwise provided in a Supplemental Indenture.
SECTION 10.03. NO ACCELERATION. No Series of Bonds issued under this Master Indenture shall be subject to acceleration.
SECTION 10.04. LEGAL PROCEEDINGS BY TRUSTEE. If any Event of Default with respect to a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Owners of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its capacity as Trustee:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds of such Series, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds of such Series and to perform its or their duties under the Act;
bring suit upon the Series of Bonds;

by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds of such Series;
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and
by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of Bonds.
SECTION 10.05.   DISCONTINUANCE  OF  PROCEEDINGS BY TRUSTEE.	If any
proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.
SECTION 10.06.   BONDHOLDERS  MAY DIRECT PROCEEDINGS.	The Majority
Owners of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.
SECTION 10.07.  LIMITATIONS	ON	ACTIONS	BY	BONDHOLDERS.	No
Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Owners of the Outstanding Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names,  (c)  the  Trustee  shall  have  been  offered  indemnity  satisfactory  to  it  against  costs,

expenses and liabilities (including reasonable counsel fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.
SECTION 10.08. TRUSTEE MAY ENFORCE RIGHTS WITHOUT POSSESSION OF
BONDS. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series.
SECTION 10.09.  REMEDIES   NOT   EXCLUSIVE.  Except   as   limited   under Section 15.01 of this Master Indenture, no remedy contained in the Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
SECTION 10.10. DELAYS AND OMISSIONS NOT TO IMPAIR RIGHTS. No delay
or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient.
SECTION 10.11.   APPLICATION  OF  MONEYS  IN  EVENT   OF  DEFAULT.	Any
moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following priority:
to the payment of the costs of the Trustee, the Registrar and Paying Agent incurred in connection with actions taken under this Article X with respect to such Series of Bonds, including reasonable counsel fees, costs and expenses and any disbursements of the Trustee, the Registrar and the Paying Agent and payment of unpaid fees and expenses owed to the Trustee, the Registrar and the Paying Agent.
unless the principal of all the Bonds of such Series shall have become due and payable:

FIRST: to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and
SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date,

together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any installment of interest over another.
If the principal of all Bonds of a Series shall have become due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds of such Series and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or Redemption Price and interest ratably, without preference or priority of one Bond of such Series over another or of any installment of interest over any other installment of interest.
Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section 11.04 hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facility relates.
SECTION 10.12. TRUSTEE’S RIGHT TO RECEIVER; COMPLIANCE WITH ACT.
The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.
SECTION 10.13. TRUSTEE AND BONDHOLDERS ENTITLED TO ALL REMEDIES
UNDER ACT. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.12 hereof.

SECTION 10.14. CREDIT FACILITY ISSUER’S RIGHTS UPON EVENTS OF
DEFAULT. Anything in the Indenture to the contrary notwithstanding, if any Event of Default has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction of Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit  Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section.
SECTION 10.15. ISSUER COVENANTS AFTER EVENT OF DEFAULT.. The Issuer
covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of this Master Indenture and the applicable Supplemental Indenture, the provisions for the collection of delinquent Special Assessments, the provisions for the foreclosure of liens of delinquent Special Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the written direction of, and on behalf of, the Majority Owners, from time to time, of the applicable Series of Bonds. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners and allowed pursuant to Federal or State law, the Issuer acknowledges and agrees that (i) upon failure of any property owner to pay an installment of Special Assessments collected directly by the Issuer when due, that the entire Special Assessments related to the applicable Series of Bonds on the tax parcel as to which such delinquent Special Assessment pertains, with interest and penalties thereon, shall immediately become due and payable and the Issuer shall cause to be commenced the necessary legal proceedings for the foreclosure of liens of delinquent Special Assessments related to the applicable Series of Bonds with respect to such tax parcel, including interest and penalties 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. Notwithstanding anything to the contrary  herein, the Issuer shall be entitled to first recover from any foreclosure before such proceeds are applied to the payment of principal or interest on the Bonds, all fees and costs expended in connection with such foreclosure, regardless of whether such fees and costs are included as part of the Special Assessments, as defined herein.
ARTICLE XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 11.01. ACCEPTANCE OF TRUST. The Trustee accepts and agrees to  execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto the Bondholders and any Credit Facility Issuer agree. The Trustee shall act as Trustee under this Indenture. Subject to the provisions of Section 11.03

hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee.
SECTION 11.02. NO RESPONSIBILITY FOR RECITALS.  The  recitals,  statements and representations in this Master Indenture or in the Bonds, save only the Trustee’s Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.
SECTION 11.03. TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY
FOR WILLFUL MISCONDUCT OR NEGLIGENCE. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder and the advice of such Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the default or misconduct of any attorney or agent selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under the Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder.
The Trustee shall not be accountable for the use or application of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee so long as it does so in accordance with the provisions of this Master Indenture. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. None of the provisions of this Master Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Master Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.
SECTION 11.04. COMPENSATION AND INDEMNITY. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law and specifically without waiving

its sovereign immunity protection, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct, negligence or breach of its obligations hereunder. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys held by the Trustee, or coming into its hands and payable to the Issuer (but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility), which right of payment shall be prior to the right of the Holders of the Bonds. The provision for indemnity shall survive the termination of the Indenture and, as to any Trustee, its removal or resignation as Trustee. Notwithstanding anything herein to the contrary, no provision of this Master Indenture shall require the Trustee to expend or risk its own funds.
SECTION 11.05. NO DUTY TO RENEW INSURANCE. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.
SECTION 11.06. NOTICE OF DEFAULT; RIGHT TO INVESTIGATE. The Trustee
shall give written notice by Electronic Means or first-­‐‑class mail to registered Holders of a Series of Bonds of all defaults known to the  Trustee,  unless  such  defaults  have  been  remedied  (the term “defaults” for purposes of this Section and  Section  11.07  being  defined  to  include  the  events specified as “Events of Default” in Article X hereof, but  not  including  any  notice  or  periods of grace provided for therein); provided that, except in the case of a default in payment       of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it        in good faith determines that such withholding is  in  the  interest  of  the  Bondholders.  The  Trustee shall not be deemed to have notice of any default other than a payment default under        the Indenture or a notification by a Credit Facility Issuer of a default under its  Credit Facility,  unless notified in writing of such default by the Majority Owners of the Outstanding Bonds of a Series. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming,    the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.
SECTION 11.07.   OBLIGATION  TO  ACT  ON  DEFAULTS.	The Trustee shall be
under no obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Majority Owners of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture, and if in the Trustee’s opinion such action may tend to involve expense or liability, unless it is also furnished with indemnity satisfactory to it. The Trustee shall have no responsibility for actions taken at the direction of the Majority Owners.
SECTION 11.08. RELIANCE BY TRUSTEE. The Trustee may act on any requisition, resolution, notice, telegram, Electronic Means, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting

to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of the Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.
SECTION 11.09. TRUSTEE MAY DEAL IN BONDS. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee.
SECTION 11.10. CONSTRUCTION OF AMBIGUOUS PROVISIONS. The Trustee
may construe any ambiguous or inconsistent provisions of the Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction.
SECTION 11.11. RESIGNATION OF TRUSTEE. The Trustee may resign and  be discharged of the trusts created by the Indenture by written resignation filed with the Secretary       of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice   of   such   resignation   shall   be   sent   by   Electronic   Means   or   first-­‐‑class   mail   to   each Bondholder as its name and address appears on the Bond Register and to any Paying Agent if       not also the Trustee, Registrar if not also the Trustee, Authenticating Agent and Credit Facility Issuer, if any, at least sixty (60) days before  the  resignation  is to  take  effect.  Such  resignation  shall take effect on the day specified in the Trustee’s notice of resignation  unless  a  successor Trustee is previously appointed, in which event the resignation shall take effect immediately on    the appointment of such  successor;  provided,  however,  that  notwithstanding  the  foregoing,  such resignation shall not take effect until  a  successor  Trustee  has  been  appointed.  If  a  successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has  been duly appointed.   Notice of such resignation shall also be given to any rating agency that     shall then have in effect a rating on any of the Bonds.
SECTION 11.12. REMOVAL OF TRUSTEE. The Trustee may be removed at any time by either (a) the Issuer, if no default exists under the Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Majority Owners of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar, Authenticating Agent and Credit Facility Issuer, if any.

The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of the Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Majority Owners of the Bonds then Outstanding or the Trustee may petition a court of competent jurisdiction for appointment of a successor trustee.
SECTION 11.13. APPOINTMENT OF SUCCESSOR TRUSTEE. If the Trustee or any
successor Trustee resigns or is removed or dissolved, or  if  its  property  or  business  is  taken  under the control of any state or federal court or administrative body, a vacancy shall forthwith  exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-­‐‑class mail to each Bondholder as its name and address appear on the Bond Register, and  to  the  Paying  Agent, Registrar, Authenticating  Agent, Credit Facility  Issuer,  if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date   when such resignation or removal was to take effect, the Majority Owners of all Bonds then Outstanding may appoint a successor Trustee.
SECTION 11.14. QUALIFICATION OF SUCCESSOR. A successor Trustee shall be a bank or trust company with trust powers, having a combined net capital and surplus of at least
$50,000,000.

SECTION 11.15. INSTRUMENTS OF SUCCESSION. Subject to Section 11.16 hereof, any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights under Section 11.04 hereof.
SECTION 11.16. MERGER OF TRUSTEE. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11.14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be

appointed pursuant to this Article XI. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.
SECTION 11.17. EXTENSION OF RIGHTS AND DUTIES OF TRUSTEE TO  PAYING AGENT AND REGISTRAR. The provisions of Sections 11.02, 11.03, 11.04, 11.08,
11.09, 11.10 and 11.16 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of the Indenture applicable to the Paying Agent and Registrar, respectively.
SECTION 11.18.   RESIGNATION   OF   PAYING   AGENT OR  REGISTRAR.	The
Paying Agent or Registrar may resign and be discharged of the duties created by the Indenture       by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-­‐‑five (45) days before the date specified in such instrument when such resignation shall take effect, and         by giving written notice of such resignation not less than three  (3)  weeks  prior  to  such  resignation date to the Bondholders, mailed to their addresses as such appear  in  the  Bond  Register.   Such resignation shall take effect on the date specified in such instrument and notice,    but only if a successor Paying Agent or Registrar shall have been appointed as  hereinafter  provided, in  which event such resignation shall take effect immediately upon the appointment       of such successor Paying Agent or  Registrar.  If  the  successor  Paying  Agent  or  Registrar  shall not have been appointed within a period of ninety (90) days following the giving of notice, then    the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction     to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof.
SECTION 11.19.   REMOVAL  OF  PAYING  AGENT OR REGISTRAR.	The  Paying
Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.
SECTION 11.20.  APPOINTMENT	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR. In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer.  After

any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar.
SECTION 11.21.  QUALIFICATIONS	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR. Every successor Paying Agent or Registrar (a) shall be a commercial bank or  trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by the Indenture and
capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000.
SECTION 11.22. JUDICIAL APPOINTMENT OF SUCCESSOR PAYING AGENT
OR REGISTRAR. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders.
SECTION 11.23. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR
REGISTRAR. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall, after payment of such Paying Agent or Registrar’s fees and expenses, execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder, except for its rights under Section 11.04 hereof, of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.
SECTION 11.24.  SUCCESSOR	BY	MERGER	OR	CONSOLIDATION.	Any
corporation into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of

the corporate trust department shall be the successor Paying Agent or Registrar under the Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in the Indenture to the contrary notwithstanding.
ARTICLE XII
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

SECTION 12.01. ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF
BONDS. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof.

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS
SECTION 13.01.  AMENDMENTS	AND	SUPPLEMENTS	WITHOUT
BONDHOLDERS’ CONSENT. This Master Indenture and any Supplemental Indenture may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes:
to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;
for any purpose not inconsistent with the terms of the Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;
to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the County or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and
to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have an adverse effect on the Holders of the Bonds; or (ii) if such

changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.
SECTION 13.02. AMENDMENTS WITH BONDHOLDERS’ CONSENT. Subject to
the provisions of Section 13.03 hereof, this Master Indenture may be amended from time to time by a Supplemental Indenture and any Supplemental Indenture approved by the Majority Owners of the Bonds then Outstanding in the case of the Master Indenture, and of the Series of Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be so amended.
SECTION 13.03. TRUSTEE AUTHORIZED TO JOIN IN AMENDMENTS AND
SUPPLEMENTS; RELIANCE ON COUNSEL. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XIII and in so doing may rely on a written opinion of Counsel at the expense of the Issuer that such Supplemental Indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. The Trustee shall not be obligated to enter into any Supplemental Indenture or amendment that imposes additional obligations on the Trustee or adversely affects the Trustee’s rights and remedies hereunder.

ARTICLE XIV DEFEASANCE
SECTION 14.01. DEFEASANCE. When interest on, and principal or Redemption Price (as the case may be) of, the Bonds of a Series or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the “Escrow Agent”) moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Issuer, the right, title and interest of the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts upon the defeasance in whole of all of the Bonds of a Series.
SECTION 14.02.   DEPOSIT  OF  FUNDS FOR  PAYMENT OF  BONDS. If  the  Issuer
deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of

and interest on which, when due, together with any moneys remaining uninvested, will  provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 14.01 hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.
Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of such Series contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
ARTICLE XV MISCELLANEOUS PROVISIONS
SECTION 15.01. LIMITATIONS ON RECOURSE. No personal recourse shall be had for any claim based on the Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body

as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.
The Bonds are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall be no other recourse under  the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.
SECTION 15.02. PAYMENT DATES. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.
SECTION 15.03.   NO    RIGHTS    CONFERRED  ON   OTHERS.	Nothing herein
contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds.
SECTION 15.04.   ILLEGAL  PROVISIONS  DISREGARDED.	If any term of the
Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.
SECTION 15.05. SUBSTITUTE NOTICE. If for any reason it shall be impossible to make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.
SECTION 15.06. NOTICES.  Any notice, demand, direction, request or  other instrument authorized or required by the Indenture to be given to or filed with the Issuer or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of the Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows:
As to the Issuer:	Wilford Preserve Community Development District
c/o Governmental Management Services, LLC 475 West Town Place, Suite 114
World Golf Village
St. Augustine, Florida 32092 Attention: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Jonathan Johnson, Esq.

As to the Trustee:	U.S. Bank National Association
225 E. Robinson Street, Suite 250
Orlando, Florida 32801
Attention:  Corporate Trust Department

Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under the Indenture are to be sent.
All documents received by the Trustee under the provisions of the Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing.
SECTION 15.07. CONTROLLING LAW. The Indenture shall be governed by and  construed in accordance with the laws of the State.
SECTION 15.08. SUCCESSORS AND ASSIGNS. All the covenants, promises and agreements in the Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.
SECTION 15.09.   HEADINGS  FOR CONVENIENCE ONLY.	The table of contents
and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 15.10. COUNTERPARTS. This Master Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 15.11. APPENDICES AND EXHIBITS. Any and all appendices or exhibits referred to in and attached to this Master Indenture are hereby incorporated herein and made a part hereof for all purposes.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Wilford Preserve Community Development District has caused this Master Indenture to be executed by the Chair of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and U.S. Bank National Association has caused this Master Indenture to be executed by one of its corporate officers, all as of the day and year first above written.
WILFORD PRESERVE DEVELOPMENT DISTRICT
[SEAL]

Attest:	By:   	
Chair, Board of Supervisors

Secretary/Assistant Secretary, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee, Paying Agent and Registrar

By:   	
_____________________, Vice President

EXHIBIT A
LEGAL DESCRIPTION OF
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

[TO COME]

EXHIBIT B

DESCRIPTION OF THE CAPITAL IMPROVEMENT PROGRAM

EXHIBIT C  [FORM OF BOND]
The following legend shall appear on the Bond only if the Bonds are privately placed:

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED UPON THE EXEMPTION FROM REGISTRATION AVAILABLE UNDER SECTION 3(a)(2) THEREOF, AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY TO AN “ACCREDITED INVESTOR,” AS SUCH TERM IS DEFINED IN 17 C.F.R. SECTION 230.501(a), OR ANY SUCCESSOR PROVISION THERETO, IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO BELOW.
R-­‐‑______	$__________

UNITED STATES OF AMERICA STATE OF FLORIDA
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND,
SERIES [	]

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP

Registered Owner:   	

Principal Amount:   	

KNOW ALL PERSONS BY THESE PRESENTS that the Wilford Preserve Community Development District (the “Issuer”), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust office of U.S. Bank National Association in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the “Paying Agent”), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above, computed on 360-­‐‑day year of twelve 30-­‐‑ day months, payable on the first day of May and November of each year; provided, however, that presentation shall not be required while Bonds are registered in book entry only. Principal of this Bond is payable at the designated corporate trust office of the Paying Agent in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the

Paying Agent made payable to the registered owner and mailed on each Interest Payment Date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (and any successor Registrar being herein called the “Registrar”) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the “Record Date”). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to 	, 20___, in which case from _________, 20___, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Capitalized terms used herein and not otherwise defined shall be as defined in the Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF.
THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, CLAY COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, CLAY COUNTY, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon.

This Bond is one of an authorized issue of Bonds of the Wilford Preserve Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980),   as   amended   (the   “Act”)   and   Ordinance   No.   2017-­‐‑9   of   the   Board   of   County Commissioners of Clay County, Florida, designated as “Wilford Preserve Community Development District Special Assessment Bonds, Series _____” (the “Bonds”), in the aggregate principal amount of 	Dollars ($_________) of like date, tenor and effect, except as to number. The Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay a portion of the costs of the design, acquisition and construction of facilities and basic infrastructure consisting of, but not limited to, drainage, water management and control, water supply, sewer, wastewater management, bridges or culverts, roads and street lights, transportation facilities, conservation areas, parks and recreational facilities security, or any other project improvements pursuant to the Act. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture.  The Bonds are issued under and secured by a Master Trust Indenture dated as of
___________ 1, 2018, (the “Master Indenture”), as amended and supplemented by a ________
Supplemental Trust Indenture dated as of ___________ 1, 2018 (the “Supplemental Indenture” and together with the Master Indenture, the “Indenture”), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Orlando, Florida.
Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Owners of the Bonds Outstanding, and as to other rights and remedies of the registered owners of the Bonds.
The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute 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.
It is expressly agreed by the registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, Clay County, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, Clay County, Florida, the State of Florida or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other

payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.
By the acceptance of this Bond, the registered owner hereof assents to all the provisions of the Indenture.
This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and the evidencing and certifying, of non ad valorem assessments in the form of Special Assessments to secure and pay the Bonds.
The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Bonds shall be made on the dates specified below. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds in any year. In the  event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.
Optional Redemption
The Bonds are subject to redemption at the option of the Issuer in whole or in part at any
time  on or after 	1, 	, at  the  redemption  prices  (expressed  as  percentages of
principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, upon notice from the Issuer to the Trustee as set forth in the Indenture.
Redemption Period
(Both Dates Inclusive)	Redemption Price
_________ 1, ____ to ________ 31, ____	$
_________ 1, ____ to ________ 31, ____
_________ 1, ____ and thereafter

Mandatory Sinking Fund Redemption

The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be

reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture.

Year

Principal Amount of
Bonds to be Paid	Year

Principal Amount of Bonds to be Paid

Extraordinary Mandatory Redemption in Whole or in Part

The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of the Section 9.08(a) of the Indenture; (ii) from moneys deposited into the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with the provisions of Section 9.08(b) of the Indenture; (iii) when sufficient moneys are on deposit in the related Funds and Accounts (other than the Rebate Fund and any other fund or account as provided in the Supplemental Indenture) to pay and redeem all Outstanding Bonds and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the applicable Supplemental Indenture from moneys in excess of the Debt Service Reserve Requirement in the Debt Service Reserve Fund transferred to the Bond Redemption Fund pursuant to the Indenture; (v) from excess moneys transferred from the Revenue Fund to the Bond Redemption Fund in accordance with the Indenture; or (vi) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with the Indenture.
Notice of Redemption

The Trustee shall cause notice of redemption to be mailed at least thirty (30) but not more than sixty (60) days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the

Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture.
Partial Redemption of Bonds. If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial  redemption of Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date.
The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and  exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond

during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.
The Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.
[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Wilford Preserve Community Development District has caused this Bond to be signed by the facsimile signature of the Chair of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary or Assistant Secretary of its Board of Supervisors, all as of the date hereof.
WILFORD PRESERVE DEVELOPMENT DISTRICT
[SEAL]

By:	 Name:	 Title: Chair, Board of Supervisors

(SEAL)

Attest:

By:	 Name:	 Title: Secretary/Assistant Secretary,
Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture.

Date of Authentication: __________________

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:   	
Authorized Agent

STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Fourth Judicial Circuit of Florida, in and for Clay County, Florida, rendered on the
_____ day of ________________, 2018.

Chair, Board of Supervisors

Secretary/Assistant Secretary, Board of Supervisors

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 rights of survivorship and	
		not as tenants in common	
UNIFORM  TRANSFER MIN ACT	-­‐‑ ________________ Custodian ____________
(Cust)	(Minor)
Under Uniform Transfer to Minors

Act		 (State)
Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto
 	. (please print or typewrite name and address of assignee)

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

Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Signature Guarantee:

 	

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.

EXHIBIT D

FORM OF REQUISITION
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES [	]

The undersigned, a Responsible Officer of the Wilford Preserve Community Development District (the “Issuer”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the Issuer to U.S. Bank National Association, as trustee (the “Trustee”), dated as of ___________ 1, 2018, as supplemented by that certain _________ Supplemental Trust Indenture dated as of ___________
1, 2018, (collectively, 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):
Amount, if any, that is to used for a Deferred Cost:

(E)	Fund or Account from which disbursement to be made: The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incurred by the Issuer,

or

this requisition is for Costs of Issuance payable from the Acquisition and
Construction Fund that have not previously been paid;

each disbursement set forth above is a proper charge against the Acquisition and Construction Fund;
each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project;

paid.

each disbursement represents a Cost of the Project which has not previously been

The undersigned hereby further certifies that there has not been filed with or served

upon the Issuer 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 Issuer 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 the services rendered, or other appropriate documentation of costs paid, with respect to which disbursement is hereby requested are on file with the Issuer.
WILFORD PRESERVE DEVELOPMENT DISTRICT

By:   	
Responsible Officer

CONSULTING ENGINEER’S APPROVAL FOR NON-­‐‑COST OF ISSUANCE REQUESTS ONLY
If this requisition is for a disbursement for other than Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

SIXTH ORDER OF BUSINESS

A.

RESOLUTION 2018-08

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT RATIFYING AND APPROVING REQUEST FOR PROPOSAL DOCUMENTS FOR THE INFRASTRUCTURE PROJECT; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Wilford Preserve Community Development District (“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to maintain systems and facilities for certain basic public infrastructure, including stormwater management improvements; and

WHEREAS, it is in the District’s best interests to competitively solicit proposals through a Request for Proposals (“RFP”) process for the Infrastructure Construction Project (the “Project”); and

WHEREAS, the Board desires to approve in substantial form the RFP notice attached hereto as Exhibit A and approve the Evaluation Criteria for the Project attached hereto as Exhibit B; and

WHEREAS, the Board desires to authorize the Chairman or Vice Chairman, in consultation with District staff, to approve additional documents necessary to prepare a final RFP project manual for the Project, and other documents that are in the best interests of the District;

WHEREAS, the Board further desires to authorize the Chairman or Vice Chairman, in consultation with District staff, to approve the scope of the Project that will be subject to the RFP and all procedural matters related to the RFP.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. All of the representations, findings and determinations contained above  are recognized as true and accurate, and are expressly incorporated into this Resolution.

SECTION 2. The Board hereby approved in substantial form the RFP notice attached hereto as Exhibit A and approves the Evaluation Criteria for the Project attached hereto as Exhibit B.

SECTION 3. The Board hereby authorizes the Chairman or Vice Chairman, in consultation with District staff, to 1) approve additional documents necessary to prepare a final RFP project manual for the Project; and 2) approve the scope of the Project that will be subject to

the RFP and all procedural matters related to the RFP. Consistent with such approvals, the Chairman, Vice Chairman, District Manager, District Counsel, Secretary, and Assistant Secretaries are hereby authorized, upon the adoption of this Resolution, to do all acts and things required of them to effect the procurement contemplated by the RFP, and all acts and things that may be desirable or consistent with the RFP’s requirements or intent. The Chairman and Secretary are hereby further authorized to execute any and all documents necessary to affect the RFP. The Vice Chairman shall be authorized to undertake any action herein authorized to be taken by the Chairman, in the absence or unavailability of the Chairman, and any Assistant Secretary shall be authorized to undertake any action herein authorized to be taken by the Secretary, in the absence or unavailability of the Secretary.

SECTION 4. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 5. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 5th day of March, 2018.

ATTEST:	WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chairman

Exhibit A: RFP Notice
Exhibit B: Evaluation Criteria

Exhibit A RFP Notice

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT REQUEST FOR PROPOSAL FOR
 	 PROJECT

Notice is hereby given that the Wilford Preserve Community Development District (“District”) will receive proposals for the following District project:

 	 Project

The  contract  will  require  contractors  to  provide  for  the  construction,  labor,  materials  and equipment
necessary  to  construct 	and  other  associated  scopes  necessary   to
complete 	development,  as  more  particularly  described  in  the  Project  Manual  and  in
accordance with the plans and specifications.

The Project Manual, consisting of the proposal package, contract, proposal form, plans, and other materials, will be available for public inspection and may be  obtained beginning 	, 2018 at 	_.m. from

 	, ( 	) recommended that prospective proposers email orders to

. Plans may be obtained only as full size (24x36). It is      in advance to avoid printing delay and for

cost information. Proposers may purchase as many Project Manuals as they would like. No partial Project Manual or
plans will be available. The Project Manual will not be available for pickup at the offices of Taylor & White, Inc.

There	will	be	a	mandatory	pre-bid	proposal	conference	at	the	Project	site,	at
 	, on 	, 2018 at 	. Failure to attend may preclude a proposer from responding to this Request for Proposals.

Proposals will be evaluated in accordance with the criteria included in the Project Manual. The District reserves the right to reject any and all proposals, make modifications to the work, award the contract in whole or in part with or without cause, provide for the delivery of the project in phases, and waive minor or technical irregularities in any Proposal, as it deems appropriate, if it determines in its discretion that it is in the District’s best interests to do so. Any protest of the terms and specifications must be filed with the District within 72 hours of pickup of the Project Manual, together with a protest bond in a form acceptable to the District and in the amount of $10,000.00. In the event the protest is successful, the protest bond shall be refunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District’s costs, expenses and attorney’s fees associated with hearing and defending the protest. Failure to timely file a protest will result in a waiver of proceedings under Chapter 190, Florida Statutes, and other law.

Firms desiring to provide construction services for the referenced project must submit one original and eight  copies  of  the  required  proposal  no  later  than        p.m. on 	, 2018 at the offices of Taylor & White, Inc. The District’s Engineer will conduct a special public meeting at that place and time to publicly open the proposals. No official action will be taken at the meeting.  The meeting is open to the public and will be conducted in accordance with the provisions of Florida law including but not limited to Chapter 190, Florida Statutes. A copy of the agenda for the meeting may be obtained from the District Engineer, at Taylor & White, Inc., 9556 Historic Kinds Road South, Suite 102, Jacksonville, Florida 32257, or glynn.taylor@taylorandwhite.com. The meeting may be continued in progress without additional notice to a time, date, and location stated on the record. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at least forty-eight (48) hours before the meeting by contacting Governmental Management Company, the District Manager, at (904) 940-5850. If you are hearing or speech  impaired, please contact the Florida Relay Service at 1 (800) 955-8770, who can aid you in contacting the District Office.

As further described in the Project Manual, each proposer shall supply a bid bond or cashier’s check in the sum equal to five percent (5%) of the total amount of the bid with its proposal. Proposals shall be in the form provided in the Project Manual and submitted in a sealed envelope pursuant to the Instructions to Proposers. The District reserves the right to return unopened to the Proposer any proposals received after the time and date  stipulated above. Each proposal shall remain binding for a minimum of one hundred and twenty (120) days after the proposal opening.

The successful Proposer will be required upon award to furnish a payment and performance bond for one hundred percent (100%) of the value of the contract, with a Surety acceptable to the District, in accordance with section 255.05, Florida Statutes.

All questions regarding the Project Manual or this project shall be directed in writing only to Taylor & White, Inc., 9556 Historic Kinds Road South, Suite 102, Jacksonville, Florida 32257, D. Glynn Taylor, P.E., glynn.taylor@taylorandwhite.com. No phone inquiries please.

Exhibit B Evaluation Criteria

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT
Request for Proposals – Infrastructure Construction Project
Evaluation Criteria

Personnel.	(10 Points)

(E.g., geographic locations of the firm’s headquarters or permanent office in relation to the project; capabilities and experience of key personnel, including the project manager and field supervisor; present ability to manage this project; evaluation of existing work load; proposed staffing levels, etc.)

Proposer’s Experience.	(20 Points)

(E.g., past record and experience of the respondent in similar projects; volume of work previously performed by the firm; past performance for other Community Development Districts in other contracts; character, integrity, reputation of respondent, etc.)

Understanding of Scope of Work.	(20 Points)

Extent to which the proposal demonstrates an understanding of the District’s needs for the services requested.

Price.	(25 Total Points)

Points available for price will be allocated as follows:

15 Points will be awarded to the Proposer submitting the lowest total bid, (i.e., the summation of the unit price extensions using quantity estimates provided, the allowances shown, plus the proposal contractor’s fee) for completing the work. All other proposals will receive a percentage of this amount based upon the difference between the Proposer’s bid and the low bid.

10 Points are allocated for the reasonableness of unit prices and balance of bid.

Schedule.	(25 Points)

Points available for schedule will be allocated as follows:

15 Points will be awarded to the Proposer submitting the proposal with the most expedited construction schedule (i.e. the fewest number of days) for completing the work. All other proposals will receive a percentage of this amount based upon the difference between the Proposer’s timeline and the most expedited construction schedule.

10 Points will be allocated based on the Proposer’s ability to credibly complete the project within the Proposer’s schedule without a premium cost for accelerated work and demonstrate on-time performance. These points will also take into account the demonstration of Proposer’s understanding (through presentation in the proposal of a milestone schedule) of how to meet the required substantial and final completion dates and the delivery approach outlined in the Project Manual.

SEVENTH ORDER OF BUSINESS

RESOLUTION 2018-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILFORD PLACE COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR 2017-2018; AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the Wilford Preserve Community Development District (the “District”) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, and situated within Clay County, Florida; and

WHEREAS, the District is required by Section 189.015, Florida Statutes, to file quarterly, semi-annually, or annually a schedule (including date, time, and location) of its regular meetings with local governing authorities; and

WHEREAS, further, in accordance with the above-referenced statute, the District shall also publish quarterly, semi-annually, or annually the District’s regular meeting schedule in a newspaper of general paid circulation within the county in which the District is located.

WHEREAS, the Board desires to adopt a Fiscal Year 2017-2018 annual meeting schedule attached as Exhibit A.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

The Fiscal Year 2017-2018 annual meeting schedule attached hereto and incorporated by reference herein as Exhibit A is hereby approved and will be published in accordance with the requirements of Florida law and also provided to applicable governing authorities.

This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 5th day of March, 2018.

ATTEST:	WILFORD PRESERVECOMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A: Fiscal Year 2017-2018 Annual Meeting Schedule

NOTICE OF MEETINGS WILFORD PRESERVE
COMMUNITY DEVELOPMENT DISTRICT
The Board of Supervisors of the Wilford Preserve Community Development District will hold their regularly scheduled public meetings for the remainder of Fiscal Year 2018 at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway at 1:30 p.m. on the third Thursday of each month listed (unless notated otherwise*) as follows:

April 12, 2018 (*second Thursday)
May 17, 2018
June 21, 2018
July 19, 2018
August 16, 2018
September 20, 2018

EIGHTH ORDER OF BUSINESS

RESOLUTION 2018-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT RE-SCHEDULING AND NOTICING THE PUBLIC HEARINGS ON THE PROPOSED BUDGETS FOR FISCAL YEAR 2016-207 AND FISCAL YEAR 2017-2018 AND AMENDING RESOLUTION 2017-15 SETTING THE PUBLIC HEARINGS THEREON

WHEREAS, the District Manager has heretofore prepared and submitted proposed budgets to the Board for the Fiscal Years 2016-2017 and 2017-2018 (together the “Budgets”); and

WHEREAS, copies of the Budgets are attached hereto as Exhibit A and incorporated herein by reference; and

WHEREAS, the Board of Supervisors considered the Budgets and approved Resolution 2017-15, approving the Budgets for the District and set the public hearing thereon for June 16, 2017, at 11:00 am at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065; and

WHEREAS, the Board of Supervisors has determined that it is in the best interest of the District to re-schedule the hearings on the Budgets from June 16, 2017 to _______________, 2018 at __:__ _m at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065and hereby authorizes the District Manager to publish notice of the same in accordance with Florida law.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT:

The Budgets attached hereto as Exhibit A are hereby approved for conducting the rescheduled public hearings to adopt the Budgets.

Resolution 2017-15 is hereby amended to change the date of the public hearing on the adoption of the Budgets to:

Date:	_____________, 2018

Hour:	_.m.
Place:  Plantation Oaks Amenity Center 845 Oakleaf Plantation Parkway Orange Park, Florida 32065

Notice of the public hearings on the Budgets shall be provided as required by Chapter 190, Florida Statutes and in the manner prescribed in Florida Law.

All other provisions of Resolution 2017-15 shall remain unchanged and in full force and effect.

PASSED AND ADOPTED this 5th day of March, 2018.

ATTEST:	WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A: The Budgets

Fiscal Year 2017	Approved Budget Fiscal Year 2018	Proposed Budget

Wilford Preserve Community Development District

Wilford Preserve
Community Development District

TABLE OF CONTENTS

General Fund
Budget	Page 1
Narrative	Page 2-3

Wilford Preserve
Community Development District

	Approved		Proposed	
	 	FY 2017 Budget			 	FY 2018 Budget		
Revenues				
Developer Contributions	$54,803		$106,975	
Total Revenues	 	$54,803 		 	$106,975 	

Expenditures				
Administrative				
Engineering	$8,125		$15,000	
Arbitrage	$0		$600	
Dissemination Agent	$0		$3,500	
Attorney	$10,833		$20,000	
Annual Audit	$0		$5,000	
Trustee Fees	$0		$4,000	
Management Fees	$24,375		$45,000	
Information Technology	$1,000		$1,200	
Telephone	$54		$100	
Postage	$812		$1,500	
Printing & Binding	$552		$1,000	
Insurance	$3,000		$5,800	
Legal Advertising	$5,000		$2,500	
Other Current Charges	$325		$600	
Office Supplies	$552		$1,000	
Dues, Licenses & Subscriptions	$175		$175	
Total Expenditures	 	$54,803 		 	$106,975 	
Excess Revenues (Expenditures)	 	$0 		 	$0 	

Expenditures related to the issuance of Bonds.

Page 1

Wilford Preserve
COMMUNITY DEVELOPMENT DISTRICT
GENERAL FUND BUDGET

REVENUES:

Developer Contributions
It is presently anticipated that the District will enter into a Funding Agreement with the Developer to fund all General Fund Expenditures for the Fiscal Year.

EXPENDITURES:

Administrative:

Engineering Fees
The District's engineer will be providing general engineering services to the District, i.e. attendance and preparation for monthly board meetings, review invoices, etc.

Arbitrage
The District is required to have an annual arbitrage rebate calculation on the District’s Bonds. The District will contract with an independent auditing firm to perform the calculations.

Dissemination
The District is required by the Security and Exchange Commission to comply with Rule 15(c)(2)-12(b)(5), which relates to additional reporting requirements for un-rated bond issues.

Attorney
The District's legal counsel will be providing general legal services to the District, i.e. attendance and preparation for monthly meetings, review operating & maintenance contracts, etc.

Annual Audit
The District is required to annually conduct an audit of its financial records by an Independent Certified Public Accounting Firm. The fee is based on similar Community Development Districts and includes the GASB 34 pronouncement.

Trustee Fees
The District will issue bonds to be held with a Trustee at a qualified Bank. The amount of the trustee fees is based on the agreement between the Bank and the District.

Management Fees
The District receives Management, Accounting and Administrative services as part of a Management Agreement with Governmental Management Services, LLC. These services are further outlined in Exhibit "A" of the Management Agreement.

Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.
Printing & Binding
Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes etc.

Wilford Preserve
COMMUNITY DEVELOPMENT DISTRICT
GENERAL FUND BUDGET

Insurance
The District will obtain a General Liability & Public Officials Liability Insurance policy with a firm that specializes in providing insurance coverage to governmental agencies. The amount  is based upon similar Community Development Districts.

Legal Advertising
The District is required to advertise various notices for monthly Board meetings, public hearings etc in a newspaper of general circulation.

Other Current Charges
Bank charges and any other miscellaneous expenses that incurred during the year.
Office Supplies
Miscellaneous office supplies.
Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Department of Economic Opportunity for
$175. This is the only expense under this category for the District.

NINTH ORDER OF BUSINESS

A.

MINUTES OF MEETING
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

The organizational meeting of the Board of Supervisors of the Wilford Preserve Community Development District was held on Friday, April 14, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065.

Present and constituting a quorum were:

Batey McGraw	Chairman
Nick Powell	Vice Chairman
Khaled Oweis	Supervisor
Greg Murell	Supervisor

Also present were:

Jim Perry	District Manager
Wes Haber	District Counsel
Glenn Taylor	District Engineer
Patrick Metcalf	Dream Finders Homes
Daniel Laughlin	GMS

FIRST ORDER OF BUSINESS	Roll Call
Mr. Perry called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Public Comment
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Organizational Matters
Oath of Office for Newly Elected Supervisors
Mr. Perry administered an oath of office to Mr. Batey McGraw, Mr. Nick Powell, Mr.
Khaled Oweis and Mr. Greg Murell.

Review of Chapter 190, Florida Statutes
Mr. Perry stated included in your agenda package is a copy of Chapter 190, Florida Statues.

April 14, 2017	Wilford Preserve CDD

Review of Guide to the Sunshine Amendment and Code of Ethics for Public Officers and Employees
Mr. Perry stated included in the agenda package is a copy of the Guide to the Sunshine Amendment and Code of Ethics for Public Officers and Employees. You are a public official. In order to conduct business in regards to the CDD, it must be at a public meeting. As supervisors you can’t talk outside of a public meeting in regards to something that may come before the board. All of your documents are subject to public records requests. We keep copies of all of these documents. If you do decide to keep your own copies of the documents, we ask that you segregate them, that way if there is ever a public records request, you can go to your file and it’s all there.
Mr. Haber stated to supplement, under the Sunshine Law the word discuss is defined very broadly by the law. It’s not just verbal discussions. That would include emails, texts, nor can you ask me to ask your fellow board member what he thinks about something and then have me communicate it back to you. You can’t use someone as a conduit. Florida is pretty strict about enforcement of that.
Mr. McGraw stated we specifically selected people from our company that either wouldn’t work on things related to the District or would do so in a capacity where it wouldn’t cause a conflict. Nick is a Development Manager for the company but he won’t work on this project. Greg is in our purchasing department so the only thing he would do related to this project would be the home building piece. Kal is an accountant in our County department so maybe there’s a little bit of correspondence so we will just have to be cognizant of that.
Mr. Haber stated the only other thing I would add is the public records applies to hard copies as well as electronic copies. Probably the most frequent public records request you see is for emails. Sometimes you’ll see, “I want to see all emails between this date and this date from every board member” so in addition to keeping your physical records separate, sometimes board members will create new email addresses just for CDD business so you can certainly do that. At a minimum I would recommend that you create a folder in your inbox and put any of your CDD emails in there.

Resolution 2017-01, Election of Officers
Mr. Perry stated we would ask the board consider on that list of officers, to enable us to manage the District and do the administration, that under Secretary would be myself, Treasurer

April 14, 2017	Wilford Preserve CDD

would be James Oliver out of my office. Myself would be an Assistant Treasurer and Dave deNagy out of my office would be an Assistant Secretary.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-01 Election of Officers was approved.

FOURTH ORDER OF BUSINESS	Consideration	of	Administrative
Resolutions
Appoint District Manager, Resolution 2017-02
District Management Agreement
Mr. Perry stated included in your agenda package is a copy of the proposed agreement with GMS to serve as your District Manager. Before we move on, there was one thing I just remembered in regards to organizational matters. Just for the record, the supervisors aren’t eligible for compensation by Florida Statutes. I don’t know if there was a desire for that or not.
Mr. McGraw stated no, we’re good.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-02 Appointing GMS as the District Manager was approved.

Appoint District Counsel, Resolution 2017-03
District Counsel Agreement
Mr. Haber stated included in the agenda is a cover letter explaining who our firm is and what our qualifications are. Also included is a copy of our fee agreement that just goes through the terms and conditions of the proposed relationship between the District and our firm. My firm represents close to 180 districts throughout the state. This is more or less the same agreement we have at the vast majority of those districts.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-03 Appointing Hopping Green & Sams as the District Counsel was approved.

agent.

Designate Registered Agent and Registered Office, Resolution 2017-04
Mr. Perry stated typically the District will approve the District Counsel as the registered

Mr. Haber stated essentially that means there are certain filings that need to be made

annually.

April 14, 2017	Wilford Preserve CDD

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-04 Designating Hopping Green & Sams as the Registered Agent & their Office at 119 South Monroe Street, Suite 300, Tallahassee, Florida 32301 was approved.

Designate Local District Records Office, Resolution 2017-05
Mr. Perry stated we have to have that designated in Clay County. I would just suggest that we use the Double Branch CDD office. It’s staffed and it’s here in Clay County.
Mr. McGraw stated our office is in Clay County but I think it would be better that it went to your staff.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-05 Designating the Local District Records Office to be the Double Branch Amenity Center, 370 Oakleaf Village Parkway, Orange Park, Florida 32065 was approved.

Designate Public Comment Period, Resolution 2017-06
Mr. Perry stated this probably won’t come into play early but eventually it may be an issue with the District.
Mr. Haber stated essentially when residents start showing up, often times meetings can get out of hand and they want to make a comment on everything so this establishes a level of decorum where you as a board will have the right to limit resident input to three minutes and make sure that you’re able to hold and organized meeting.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-06 Designating a Public Comment Period was approved.

FIFTH ORDER OF BUSINESS	Consideration of Organization Resolutions
Consideration of Travel Reimbursement Policy, Resolution 2017-07
Mr. Perry stated again, this probably won’t come into play but this is a standard resolution that will allow reimbursement for certain travel expenses if the board wants to go that route for supervisors.
Mr. Haber stated it covers both supervisors and staff.

April 14, 2017	Wilford Preserve CDD

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor the Travel Reimbursement Policy, Resolution 2017-07 was approved.

Consideration of Prompt Payment Policies, Resolution 2017-08
Mr. Perry stated this is standard for most districts. It goes through the prompt payment policies and procedures and this is consistent with Florida Statutes.
Mr. Haber stated we are required under Florida Law to make payments within certain times that’s statutorily provided. What’s not provided is how you handle a dispute so what it says is that each unit of government will adopt their own method of handling disputes so that’s provided in this policy as well.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor the Prompt Payment Policies, Resolution 2017-08 was approved.

Consideration of Resolution 2017-09, Setting Forth District Policy for Legal Defense of Board Members and Officers
Public Officers Liability Insurance
Mr. Perry stated this provides that the District will defend the supervisors in regard to any legal actions that may come before them as members of the board.
Mr. Haber stated it provides a policy under which the district would defend you, taking advantage of the insurance policy that Jim referenced.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-09 Setting Forth District Policy for Legal Defense of Board Members and Officers was approved.

Authorizing the Filing of Notice of Establishment, Resolution 2017-10
Mr. Haber stated this resolution ratifies the filing because the Notice of Establishment is a document that needs to be recorded within 30 days of the establishment of the district so our office went ahead and did that to make sure that we comply with the statute. It includes the legal description of the district and sets forth on the public record that a district has been established.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to Ratify Resolution 2017-10 Authorizing Filing of the Notice of Establishment.

April 14, 2017	Wilford Preserve CDD

Adopt Records Retention Schedule, Resolution 2017-11
Mr. Perry stated this follows Florida Statutes in regards to records retentions of the District.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-11 Adopting the Records Retention Schedule was approved.

Consideration of Retention of Interim Engineer
Mr. Perry stated that is Taylor & White, Inc. Mr. Taylor is here if there are any questions.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Retention of Taylor & White, Inc. as the Interim Engineer was approved.

Authorize RFQ for District Engineer
Mr. Perry stated included in your package is a copy of that request and also the criteria weighting in regards to reviewing of those proposals. This is standard form.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to Authorize the RFQ for District Engineer was approved.

Authorizing Chairman to Execute Plats, Permits, and Conveyances, Resolution 2017-12
Mr.  Perry  stated  included  in  your  agenda  package  is Resolution 2017-12.	This is authorizing the Chairman to execute plats, permits, and conveyances.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-12 Authorizing Chairman to Execute Plats, Permits, and Conveyances was approved.

SIXTH ORDER OF BUSINESS	Designation of Meeting and Hearing Dates
Resolutions
Consideration of Establishment of Audit Committee
Mr. Perry stated you are required to have an annual audit each year and you have to go through the audit selection process for independent auditors. We ask that you consider appointing the board of supervisors as the audit committee. At our next meeting the audit

April 14, 2017	Wilford Preserve CDD

committee will agree on the criteria for those future proposals that come in and then eventually you will meet as a committee and review those proposals.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to Establish the Audit Committee of the Entire Board of Supervisors was approved.

	Consideration of Resolution 2017-13, Designating a Date, Time and Location for a Landowners’ Meeting
Mr. Perry stated we were looking at doing the next meeting on May 16th at 11:00 a.m. if that works for the board and then we can do the landowners’ meeting at that time which would be a landowners’ election. Typically at that landowners’ election the current roles of the supervisors are elected and appointed by the landowner.
Mr. Haber stated I have a conflict on that date. While we’re looking at the calendar, it’s my understanding there are multiple landowners. The way this election works it is one vote per acre but you can get a proxy.
Mr. McGraw stated right now there’s one landowner and it’s not us.
Mr. Haber stated that landowner is going to be able to vote who is on the board at this election we’re scheduling. If you’re able to get a proxy from them then the proxy will name a representative. It can be any of you.
Mr. McGraw stated we can do Friday, May 19th.

On MOTION by Mr. Powell seconded by Mr. McGraw with all in favor Resolution 2017-13 Designating a Date, Time and Location for a Landowners Meeting, Friday May 19, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center was approved.

Designate Regular Meeting Dates, Time and Location, Resolution 2017-14
Mr. Perry stated this resolution designates a regular meeting schedule. We will set the dates for the third Friday of every month at 11:00 a.m. at this location.

On MOTION by Mr. Powell seconded by Mr. McGraw with all in favor Resolution 2017-14 Designating Regular Meetings to be held on the Third Friday at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065 was approved.

April 14, 2017	Wilford Preserve CDD

	Consideration of Proposed Budget FY 2017 for Submission to County and Set Date, Time, Place for Public Hearings, Resolution 2017-15
Consideration of Funding Agreement for FY 2017
Mr. Perry stated included in your agenda package is a working budget for the District. Keep in mind that the budget is developer funded which basically means that the actual costs are flowed through to the developer funding at this time. Included in a separate column is a proposed budget for Fiscal Year 2018.
Mr. McGraw asked the legal advertising is for meeting notices?
Mr. Haber responded it’s for meeting notices and there are public hearings we’re going to have to hold to levy assessments, to adopt the budget. There are all types of things that have to be published in the newspaper initially.
Mr. Perry stated you’ll see it drops almost in half for the following year. Mr. McGraw asked when do the management fees start?
Mr. Perry responded this month.
Mr. Haber stated included with the budget is a funding agreement. A district can fund itself two ways. It can levy assessments or it can enter into and agreement whereby the developer funds.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-15 to consider the Proposed Budget for FY 2017 & Designating the Public Hearing Date for the Budget to be held June 16, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065 was approved.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor the Funding Agreement for FY 2017 was approved.

April 14, 2017	Wilford Preserve CDD

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to amend the prior motion to approve the Funding Agreement subject to language being added providing that to the extent the District is dissolved, any funds that are no longer necessary to complete dissolution will be returned to the  developer.

Set Date, Time and Place to Authorize Publication of Notice of Public Hearing on Rules of Procedure, Resolution 2017-16
Discussion Regarding Draft Rules and Notices
Mr. Perry stated these are standard rules that are in place at every district.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-16 to Set June 16, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065 as the Date of the Public Hearing for the Rules of Procedure was approved.

Set Date, Time and Location and Authorize Publication of Notice of Public Hearing on Uniform Method of Collecting, Resolution 2017-17
Mr. McGraw asked how far in advance are you making the public notice? Mr. Haber responded they vary.
Mr. McGraw stated I just want to know when those costs are incurring. Mr. Perry stated they will start right away.
Mr. McGraw stated I just want to know what we need to project for cash flow.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-17 to Set June 16, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065 as the Date of the Public Hearing on the Uniform Method of Collecting was approved.

SEVENTH ORDER OF BUSINESS	Resolutions Relating to Banking
Select District Depository, Resolution 2017-18

Mr. Perry stated we will establish an operating account for the District. We typically use Wells Fargo unless the board wants to utilize another institution.
Mr. McGraw asked any reason why you use Wells Fargo?

April 14, 2017	Wilford Preserve CDD

Mr. Perry stated we’ve used them for years and they understand CDDs so it’s been a little easier working with them rather than some of the local banks.
Mr. McGraw asked do they charge you fees for the bank accounts? Mr. Perry responded they are very minimal.
Mr. McGraw stated this US Bank letter, trustee services, is that separate?
Mr. Perry responded that is separate. They would be the trustee for the bond issue.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-18 Selecting Wells Fargo as the District’s Depository was approved.

Authorize Bank Account Signatories, Resolution 2017-19
Mr. Perry stated we will list the Chair, Vice-Chair, Secretary, Assistant Secretary and Treasurer as authorized signatories. We sign all the checks internally but we do have all those other supervisors and officers listed in case there is an emergency check.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-19 Authorizing the List of Bank Account Signatories was approved.

Approve Disbursement for Expenses, Resolution 2017-20
Mr. Perry stated those are items that are paid during the normal course of business. We submit all the payments to the board for ratification and approval for checks that have been processed and we do have budget authority in regards to levels of expenditures that the District Manager can do without board approval.
Mr. McGraw asked what is that number? Mr. Perry stated $5,000.
Mr. Powell asked during a board meeting those expenses do get reviewed, correct? Mr. Perry stated yes, documentation is provided to the board.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-20 Disbursement for Expenses was approved.

April 14, 2017	Wilford Preserve CDD

EIGHTH ORDER OF BUSINESS	Consideration of Funding and Expense
Issues
A.	Funding Request No. 1
Mr. Perry stated Funding Request No. 1 is to establish the General Fund Operating Account. It is for a total of $15,000. Our insurance policy we will pay right away. That’s already been issued. It’s a prorated policy for this year. We anticipate close to $5,000 in advertising costs for all of these public hearings, etc. Operating capital is for short term payments of things between board meetings.
Mr. Oweis asked in the event of a catastrophic situation we dissolved the District and there are funds in the account, would we be able to get those funds back?
Mr. Haber stated yes. What the law provides as far as dissolution of a CDD is that as long as it doesn’t have any debts owed and as long as it doesn’t own any assets, we can petition the County to dissolve the District. If there are more than enough funds in the account then yes, the District would give those funds back to whoever funded it because it’s going away. You have that form of funding agreement, we could put a provision in there that says if the District is ever dissolved any funds in excess of what is necessary to fully dissolve the District shall be refunded back to the developer.
Mr. McGraw stated we should probably have that language just so it’s crystal clear. We’re still quite a ways from acquiring the land and there is an outside chance that we don’t even use the District. We don’t anticipate it, I just want to make sure the money wasn’t going to go to the state or something.
Mr. Haber stated I’ll add that provision in.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Funding Request No. 1 was approved.

NINTH ORDER OF BUSINESS	Consideration of Bond Issuance Matters
Appointment of Financing Team
Consideration of Financing Team Funding Agreement
Mr. Haber stated the first funding agreement relates to operations and maintenance type expenses. This funding agreement relates entirely to the bond issue. The biggest distinction being you can get reimbursed out of the bond issue for the expenses incurred under this agreement.

April 14, 2017	Wilford Preserve CDD

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor the Financing Team Funding Agreement was approved.

Consideration of Appointing Bond Counsel, Resolution 2017-21
Mr. Perry stated that’s an agreement with Bryant, Miller & Olive, P.A.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-21 Appointing Bryant Miller Oliver as the Districts Bond Counsel was approved.

Consideration of Appointing Investment Banker, Resolution 2017- 22
Agreement with MBS Capital Markets, LLC

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor Resolution 2017-22 Appointing MBS Capital Markets, LLC as the Districts Investment Banker was approved.

Consideration of Assessment Methodology Consultant
Mr. Perry stated that would be Governmental Management Services and that was included in our proposal. We don’t incur any costs unless the bonds are issued.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to Retain GMS as the Districts Assessment Consultant was approved.

Consideration of Selection of Trustee
Mr. Perry stated we had a proposal from Zion Bank and US Bank. US Bank probably does about 90% of all of the trustee work in regards to Community Development Districts in the state of Florida.
Mr. McGraw asked any problems with them? Except for maybe Durbin Crossing.
Mr. Perry responded for the record we’re involved with that issue but we work with them on 99 other districts in the state of Florida.

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to Select US Bank as the Trustee of the District was approved.

Consideration of Engineer’s Report

April 14, 2017	Wilford Preserve CDD

Mr. Haber stated B, C, D, E and F all relate to the potential bond issue. They will be necessary to kick off the assessment process. There’s a resolution in here where you approve the Engineer’s report and you approve the methodology. That will result in an ad being published in the newspaper as well as a mailed notice going to the property owner that the District intends on levying assessments on the property. We will then hold a public hearing and formally adopt the Engineer’s report and a methodology that will result in a lien against the property. There will be no obligation to make any payments until you issue bonds and allocate debt to that lien. Given where you are and the different property owner, I just want to make sure you understand what these steps are.
Mr. McGraw stated I don’t think we’re ready to take those steps. We very well may be at the next meeting.
Mr. Haber stated the one thing I discussed with Patrick is even though you may want assessments on property, sell that property and then issue bonds in the future, which you can do but you’ll need to take these steps before you ever start selling property.
Mr. McGraw stated one reason I think we’re not ready is because the Engineer’s report needs to be reassessed based upon bids we’ve received from contractors. Should we be looking at those numbers again?
Mr. Taylor responded yes.
Mr. McGraw stated although we have the right to create the District and levy the assessments, I think we need to be confident we’re moving forward before we do that.
Mr. Haber stated it’s one of the most expensive notices so unless you’re confident that you’re going to want to hold this public hearing, it does make sense to hold off. Within 90 days we do need to hold the landowners’ election so make sure you keep that on your calendar. It does not require the board, it just requires one representative who holds that proxy.

Consideration of Assessment Methodology
This item was tabled.

Consideration of Resolution 2017-23, Declaring Special Assessments
This item was tabled.
Consideration of Resolution 2017-24, Setting a Public Hearing Date
This item was tabled.

April 14, 2017	Wilford Preserve CDD

Consideration of Resolution 2017-25, Authorizing the Issuance of Bonds, Approving the Form of an Indenture, and Authorizing the Commencement of Validation Proceedings
This item was tabled.

TENTH ORDER OF BUSINESS	Staff Reports
District Counsel
There being none, the next item followed.
Interim Engineer
There being none, the next item followed.

District Manager
Mr. Perry stated in regards to meetings, the Recording Secretary will send out an invitation to attend the meeting. Until we get quorum they will probably bombard you with emails. If you’ve got a conflict or can’t attend the meeting, just tell her up front.
Mr. McGraw asked is joining the meeting via telephone considered making the meeting?
Mr. Perry stated it’s making the meeting but it doesn’t count as quorum.
Mr. Haber stated we need at least three of you physically present. You can still vote and actively participate but we need at least three of you in the room.
Mr. McGraw asked does corresponding with the District Engineer fall under the Sunshine Law as well?
Mr. Haber responded no, he’s not subject to the Sunshine Law. Two of you couldn’t meet with the Engineer.

ELEVENTH ORDER OF BUSINESS	Supervisor’s	Requests	and	Audience
Comments
There being none, the next item followed.

TWELFTH ORDER OF BUSINESS	Next Scheduled Meeting – TBD
Mr. Perry stated our next meeting is going to be May 19, 2017 at this location at 11:00
a.m.

THIRTEENTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. Powell seconded by Mr. McGraw with all in favor the Meeting was adjourned.

April 14, 2017	Wilford Preserve CDD

Secretary/Assistant Secretary	Chairman/Vice Chairman

B.

MINUTES OF MEETING
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the Wilford Preserve Community Development District was held on Friday, June 16, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065.

Present and constituting a quorum were:

Batey McGraw	Chairman
Nick Powell	Vice Chairman
Greg Murell	Supervisor

Also present were:

Daniel Laughlin	District Manager
Wes Haber	District Counsel (by phone)
Glynn Taylor	District Engineer

FIRST ORDER OF BUSINESS	Call to Order
Mr. Laughlin called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Public Comment
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Affidavits of Publication

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the April 14,
2017 Organizational Meeting
Mr. Laughlin stated after speaking with Counsel, we’re going to table this for now.
Mr. Haber stated what I discussed with Daniel is we will hold off on having any substantive action or approval until we can hold a landowners’ election. The majority of items in front of you are public hearings. We’re just looking for those to be opened and continued to a date, time and location certain so we don’t have to re-notice them.

FIFTH ORDER OF BUSINESS	Public Hearings
A.	Public Hearing to Consideration Resolution 2017-25, Adopting the Rules of Procedure

June 16, 2017	Wilford Preserve CDD

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to open the public hearing and continue the public hearing to September 1, 2017 at 11:00 a.m. was approved.

Public Hearing to Consider Resolution 2017-26, Expressing the District’s Intent to Utilize the Uniform Method of Collection

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to open the public hearing and continue the public hearing to September 1, 2017 at 11:00 a.m. was approved.

Public Hearing to Consider Resolution 2017-27, Relating to Annual Appropriations and Adopting the Fiscal Year 2017 Budget

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to open the public hearing and continue the public hearing to September 1, 2017 at 11:00 a.m. was approved.

Public Hearing to Adopt the Budget for Fiscal Year 2018
Consideration of Resolution 2017-28, Relating to Annual Appropriations and Adopting the Fiscal Year 2018 Budget

Consideration of Developer Funding Agreement for FY 2018

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to open the public hearing and continue the public hearing to September 1, 2017 at 11:00 a.m. was approved.

SIXTH ORDER OF BUSINESS	Consideration	of	Resolution	2017-29,
Designating a Date, Time and Location for Landowners Meeting
Mr. Laughlin stated the landowners meeting is set for September 1, 2017 at 11:00 a.m. at the Oakleaf Amenity Center

On MOTION by Mr. Powell seconded by Mr. McGraw with all in favor Resolution 2017-29 designating September 1, 2017 at 11:00
a.m. at the Plantation Oaks Amenity Center as the date, time and location for a landowners meeting was approved.

SEVENTH ORDER OF BUSINESS	Staff Reports
District Counsel
There being none, the next item followed.

June 16, 2017	Wilford Preserve CDD

Interim Engineer
Mr. Taylor stated we are working to make changes to the phasing plan. We are shooting to put it out for bid and resubmit it to everybody next week.

District Manager – Report on the Number of Registered Voters (0)
Mr. Laughlin stated there are zero registered voters in the District.

EIGHTH ORDER OF BUSINESS	Supervisors’	Requests	and	Audience
Comments
Mr. Taylor stated I have one more thing. They put out the RFQ for engineers. I didn’t get it until the 2nd and I thought it was due the 18th and started working on it the day it was due.
Mr. McGraw asked has anybody replied to the RFQ? Mr. Laughlin responded not that I know of.
Mr. Haber stated my understanding is that no one replied so let me look at the law. It depends on the type of service being procured so I just need to confirm but it’s possible that in light of the fact that there was no response you may be able to award a contract without going back through the RFQ process. If that’s not the case then the District will need to put another notice in the paper and then hopefully Glynn can get his in at that time. I’ll follow up with GMS.

NINTH ORDER OF BUSINESS	Next Scheduled Meeting – July 21, 2017 at
11:00 a.m. at the Plantation Oaks Amenity Center
Mr. Laughlin stated this meeting is being continued to September 1, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center

TENTH ORDER OF BUSINESS	Adjournment
The meeting was continued.

Secretary/Assistant Secretary	Chairman/Vice Chairman

C.

MINUTES OF MEETING
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

The meeting of the Board of Supervisors of the Wilford Preserve Community Development District continued from June 16, 2017 was held on Friday, September 1, 2017 at 11:00 a.m. at the Plantation Oaks Amenity Center, 845 Oakleaf Plantation Parkway, Orange Park, Florida 32065.

Present and constituting a quorum were:

Batey McGraw	Chairman
Nick Powell	Vice Chairman
Greg Murell	Supervisor

Also present were:

Daniel Laughlin	District Manager
Wes Haber	District Counsel (by phone)
JJ Edwins	District Engineer

FIRST ORDER OF BUSINESS	Call to Order
Mr. Laughlin called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Public Comment
There being none, the next item followed.

THIRD ORDER OF BUSINESS	Affidavits of Publication
Copies of the affidavits were enclosed in the agenda packet.

FOURTH ORDER OF BUSINESS	Organizational Matters
Oath of Office
Consideration of Resolution 2017-23, Canvassing and Certifying the Results of the Landowners Election
Resolution 2017-24, Election of Officers

These items were tabled

FIFTH ORDER OF BUSINESS	Approval of Minutes
April 14, 2017 Organizational Meeting
June 16, 2017 Meeting

September 1, 2017 Continued Meeting	Wilford Preserve CDD

These items were tabled.

SIXTH ORDER OF BUSINESS	Public Hearings
Public Hearing to Consideration Resolution 2017-25, Adopting the Rules of Procedure

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor to open the public hearing and continue the public hearing to November 17, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center was approved.

Public Hearing to Consider Resolution 2017-26, Expressing the District’s Intent to Utilize the Uniform Method of Collection

On MOTION by Mr. Powell seconded by Mr. Murrell with all in favor to open the public hearing and continue the public hearing to November 17, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center was approved.

Public Hearing to Consider Resolution 2017-27, Relating to Annual Appropriations and Adopting the Fiscal Year 2017 Budget

On MOTION by Mr. Powell seconded by Mr. Murrell with all in favor to open the public hearing and continue the public hearing to November 17, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center was approved.

Public Hearing to Adopt the Budget for Fiscal Year 2018

On MOTION by Mr. Powell seconded by Mr. McGraw with all in favor to open the public hearing and continue the public hearing to November 17, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center was approved.

Consideration of Resolution 2017-28, Relating to Annual Appropriations and Adopting the Fiscal Year 2018 Budget
This item was tabled.

Consideration of Developer Funding Agreement for FY 2018
This item was tabled.

September 1, 2017 Continued Meeting	Wilford Preserve CDD

SEVENTH ORDER OF BUSINESS	Consideration of Agreement with Clay
County Tax Collector
This item was tabled.

EIGHTH ORDER OF BUSINESS	Acceptance	of	Audit	Committee
Recommendation	and	Authorization	to Issue RFP
This item was tabled.

NINTH ORDER OF BUSINESS	Consideration of RFQ for Engineering
Services
This item was tabled.

TENTH ORDER OF BUSINESS	Staff Reports
District Counsel
There being none, the next item followed.
Interim Engineer
There being none, the next item followed.
District Manager – Discussion of the Fiscal Year 2018 Meeting Schedule
This item was tabled.

ELEVENTH ORDER OF BUSINESS	Supervisors’	Requests	and	Audience
Comments
There being none, the next item followed.

TWELFTH ORDER OF BUSINESS	Next Scheduled Meeting – November 17,
2017 at 11:00 a.m. at the Plantation Oaks Amenity Center
Mr. Laughlin stated this meeting is being continued to November 17, 2017 at 11:00
at the Plantation Oaks Amenity Center

THIRTEENTH ORDER OF BUSINESS	Adjournment
The meeting was continued.

Secretary/Assistant Secretary	Chairman/Vice Chairman

TENTH ORDER OF BUSINESS

MINUTES OF MEETING
WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

An audit committee meeting of the Board of Supervisors of the Wilford Preserve Community Development District was held Friday, September 1, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center, Oakleaf Plantation Parkway, Orange Park, Florida 32065.

Present and constituting a quorum were:

Batey McGraw	Chairman
Nick Powell	Supervisor
Greg Murrell	Supervisor

Also present were:

Daniel Laughlin	District Manager
Wes Haber	District Counsel (by phone)
JJ Edwins	District Engineer

FIRST ORDER OF BUSINESS	Roll Call
Mr. Laughlin called the meeting to order at 11:00 a.m.

SECOND ORDER OF BUSINESS	Approval of Audit Evaluation Criteria
This item was tabled.

THIRD ORDER OF BUSINESS	Other Business
There being none, the next item followed.

FOURTH ORDER OF BUSINESS	Adjournment

On MOTION by Mr. McGraw seconded by Mr. Powell with all in favor the audit committee meeting was continued to November 17, 2017 at 11:00 a.m. at the Oakleaf Plantation Amenity Center.

TWELFTH ORDER OF BUSINESS

WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

DISTRICT ENGINEER PROPOSALS COMPETITIVE SELECTION CRITERIA
Ability and Adequacy of Professional Personnel	(Weight: 25 Points)

Consider the capabilities and experience of key personnel within the firm including certification, training, and education; affiliations and memberships with professional organizations; etc.

Consultant’s Past Performance	(Weight: 25 Points)

Past performance for other Community Development Districts in other contracts; amount of experience on similar projects; character, integrity, reputation, of respondent; etc.

Geographic Location	(Weight: 20 Points)

Consider the geographic location of the firm’s headquarters, offices and personnel in relation to the project.

Willingness to Meet Time and Budget Requirements	(Weight: 15 Points)

Consider the consultant’s ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.

Certified Minority Business Enterprise	(Weight: 5 Points)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.

Recent, Current and Projected Workloads	(Weight: 5 Points) Consider the recent, current and projected workloads of the firm.
Volume of Work Previously Awarded to Consultant by District	(Weight: 5 Points) Consider the desire to diversify the firms that receive work from the District; etc.

REQUEST FOR QUALIFICATIONS FOR ENGINEERING SERVICES FOR THE WILFORD PRESERVE COMMUNITY DEVELOPMENT DISTRICT

RFQ for Engineering Services

The Wilford Preserve Community Development District (the “District”), located in Clay County, Florida, announces that professional engineering services will be required on a continuing basis for the District’s stormwater management system, roadway improvements, water and sewer systems, recreation improvements, and landscape and hardscape improvements, and other public improvements authorized by Chapter 190, Florida Statutes. The engineering firm selected will act in the general capacity of District Engineer and will provide District engineering services, as required.

Any firm or individual (“Applicant”) desiring to provide professional services to the District must:
1) hold applicable federal, state and local licenses; 2) be authorized to do business in Florida in accordance with Florida law; and 3) furnish a statement (“Qualification Statement”) of its qualifications and past experience on U.S. General Service Administration’s “Architect-Engineer Qualifications, Standard Form No. 330,” with pertinent supporting data. Among other things, Applicants must submit  information relating to: a) the ability and adequacy of the Applicant’s professional personnel; b) whether the Applicant is a certified minority business enterprise; c) the Applicant’s willingness to meet time and budget requirements; d) the Applicant’s past experience and performance, including but not limited to past experience as a District Engineer for any community development districts and past experience with Clay County; e) the geographic location of the Applicant’s headquarters and offices; f) the current and projected workloads of the Applicant; and g) the volume of work previously awarded to the Applicant by the District. Further, each Applicant must identify the specific individual affiliated with the Applicant who would be handling District meetings, construction services, and other engineering tasks.

The District will review all Applicants and will comply with Florida law, including the Consultant’s Competitive Negotiations Act, Chapter 287, Florida Statutes (“CCNA”). All Applicants interested must submit eight (8) copies of Standard Form No. 330 and the Qualification Statement by 12:00
p.m. on 	_, 2018 to the attention of James Perry, Governmental Management Services, LLC, 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (“District Manager’s Office”).

The Board shall select and rank the Applicants using the requirements set forth in the CCNA and the evaluation criteria on file with the District Manager, and the highest ranked Applicant will be requested to enter into contract negotiations. If an agreement cannot be reached between the District and the highest ranked Applicant, negotiations will cease and begin with the next highest ranked Applicant, and if these negotiations are unsuccessful, will continue to the third highest ranked Applicant.

The District reserves the right to reject any and all Qualification Statements. Additionally, there is no express or implied obligation for the District to reimburse Applicants for any expenses associated with the preparation and submittal of the Qualification Statements in response to this request.

Any protest regarding the terms of this Notice, or the evaluation criteria on file with the District Manager, must be filed in writing, within seventy-two (72) hours (excluding weekends) after the publication of this Notice. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to aforesaid Notice or evaluation criteria provisions. Any person who files a notice of protest shall provide to the District, simultaneous with the filing of the notice, a protest bond with a responsible surety to be approved by the District and in the amount of Ten Thousand Dollars ($10,000.00).

FOURTEENTH ORDER OF BUSINESS

Wilford Preserve
Community Development District

Funding Request #2
March 5, 2018

Vendor	Amount

1	Governmental Management Services LLC
April Management Fees Invoice #1 4/10/17		
$	4,382.08	
	May Management Fees Invoice #2 5/1/17		$	1,482.46	
	June Management Fees Invoice #3 6/1/17		$	1,283.08	
	July Management Fees Invoice #4 7/3/17		$	1,347.81	
	August Management Fees Invoice #5 8/1/17		$	1,217.89	
	Septemeber Management Fees Invoice #6 9/1/17		$	1,209.68	
	October Management Fees Invoice #8 10/2/17		$	1,109.92	
	November Management Fees Invoice #9 11/1/17		$	1,102.97	
	December Management Fees Invoice #10 12/1/17		$	1,101.43	
	January Management Fees Invoice #11 1/2/18		$	1,101.09	
	February Management Fees Invoice #12 2/2/18		$	1,100.15	
2	Hopping Green
April General Counsel Invoice #94226 5/31/17		
$	1,454.81	
	May General Counsel Invoice #94775 5/31/17		$	941.00	
	June General Counsel Invoice #95338 7/31/17		$	1,221.40	
	July General Counsel Invoice #95871 8/31/17		$	134.00	
	August General Counsel Invoice #96425 9/29/17		$	627.00	
	September General Counsel Invoice #96936 10/31/17		$	231.00	
	October General Counsel Invoice #97328 11/30/17		$	194.00	
	November General Counsel Invoice #97998 12/31/17		$	561.00	
	December General Counsel Invoice #98513 1/31/18		$	2,985.00	
3	Insurance
FY 2018 Insurance Policy		
$	5,500.00	
3	Clay Today
Notice of Meeting 3/5/18	Invoice #280251	2/2/18		$	313.20	
		Total	$30,600.97	
	Please Make Checks Payable to:			
	Wilford Preserve			
	Community Development District			
	475 W Town Place Suite 114			
	Saint Augustine, FL 32092			

Signature:  	
Chairman/Vice Chairman

Signature:  	
Secretary/Asst. Secretary