North Powerline Road

Community Development District

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

The following is the proposed agenda for the Board of Supervisors meeting for the North Powerline Road Community Development District, scheduled to be held Wednesday, July 18, 2018 at 10:00 a.m. at the Offices of Cassidy Homes, 346 East Central Ave.,

Winter Haven, FL 33880. Questions or comments on the Board Meeting or proposed agenda may be addressed to Jane Gaarlandt at janeg@fishkind.com or (407) 382-3256. A quorum (consisting of at least three of the five Board Members) will be confirmed prior to the start of the Board Meeting.

If you would like to attend the Board Meeting by phone, you may do so by dialing:

Phone:	1-877-864-6450

Participant Code:	454943

PROPOSED BOARD OF SUPERVISORS' MEETING AGENDA

Administrative Matters

•	Roll Call to Confirm Quorum

•	Public Comment Period

1.	Consideration of Minutes of the June 20, 2018 Organizational Board of Supervisors Meeting

2.	Reconsideration of Resolution 2018-13, Designating Local District Office

Business Matters

3.	Consideration of Proposal for General liability and Public Officers Insurance

Financing Matters

4.	Consideration of Bond Financing Team Funding Agreement

5.	Consideration of Underwriter Agreement with FMS Bonds

6.	Consideration of Bond Counsel Agreement with Greenberg Traurig

7.	Consideration of Trustee Agreement with US Bank

8.	Consideration of Engineer's Report

9.	Consideration of Assessment Methodology

10.	Consideration of Resolution 2018-23, Declaring Special Assessments

11.	Consideration of Resolution 2018-24, Setting Public Hearing for Imposing Special Assessments
12.	Consideration of Resolution 2018-25, Bond Resolution

Other Business

Staff Reports

District Counsel

Interim Engineer
District Manager

Supervisor Requests and Audience Comments
Adjournment

North

Community

Powerline Road

Development District

Minutes

MINUTES OF MEETING

NORTH

POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT

ORGANIZATIONAL MEETING			
Wednesday, June 20, 2018 at 1:37 p.m.		
Offices of Cassidy Homes			
346 East Central Ave.,			
Winter Haven, Florida 33880			
Board Members present at roll call:			
Rennie Heath	Board Member		
Lauren Schwenk	Board Member		
Andrew Rhinehart	Board Member		
Kevin  Chinoy	Board Member		
Also, Present:			
Sarah Sandy	Hopping Green & Sams, P .A		
Jane Gaarlandt	Fishkind & Associates, Inc.		
Kevin Plenzler	Fishkind & Associates, Inc.	(via phone)	
Dennis Wood	Dennis Wood Engineering	(via phone)	
Bob Gang	Greenburg Traurig	(via phone)	

FIRST ORDER OF BUSINESS

Call

to

Order and Roll Call

The meeting was called to order at 1:37 p.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS	Public Comment Period	

There were no members

of

the public present.

THIRD ORDER OF BUSINESS

Oath

Board

of Office

Members

of

Newly  Elected

Mr. Heath, Ms. Schwenk, Mr. Chinoy, and Mr.

Office.

Rhinehart were administered the

Oath

of

FOURTH ORDER OF BUSINESS	Overview	of	the	Florida		
						
	"Government	in	the   Sunshine"		
	Regulations	and	other	Board		
	Member Responsibilities			
	a)	Statement	of Financial Interest,		
		Form 1					
	b)	Board Member Compensation		
Ms. Sandy explained the public records law and the Sunshine law to the Board Members.		
Board Members cannot discuss District business outside of an advertised public meeting.		
She noted that each Board Member is required to file the Financial Disclosure Form with		
the Supervisor of Elections in the County in which they live and to keep a copy for their		
records. It is due July 1, 2018. Ms. Gaarlandt will email the Form 1 to Mr. Chinoy.		

Mr.  Gang joined

can be paid up to

attendingmeetingsthe.

the meeting via phone. Ms.  Gaarlandt explained that Board Members		
$200.00 per meeting. The Board Members chose to be compensated	for		
			
Ms. Gaarlandt will send the Board Members a W9 form as well.		

FIFTH ORDER OF BUSINESS

Review

of

District Contact List

Ms. Gaarlandt asked the Board Members to

made.

let her

know

if

any corrections needed to be

SIXTH ORDER OF BUSINESS

Consideration

01, Appointing

of Resolution 2018-

District Officers.

Ms. Gaarlandt explained that the District needs to appoint District Officers and called for

nominations for the District officers. A discussion took place. The District officers were

nominated as follows; Mr. Heath as Chair, Ms. Schwenk as Vice-Chair, Ms. Gaarlandt as

Secretary, Ms. Sonali Patil as Assistant Secretary, Mr. Chinoy, Mr. Rhinehart, and Mr.

Allende as Assistant Secretaries.

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board	
Approved Resolution 2018-01,  Appointing District Officers as follows:  Mr.  Heath	as	
Chair,  Ms.  Schwenk	as  Vice-Chair,  Ms.  Gaarlandt	as  Secretary,  Ms.  Sonali Patil	as	
Assistant  Secretary,	Mr.  Chinoy,  Mr.  Rhinehaii,	and  Mr.  Allende  as  Assistant	
Secretaries.				

SEVENTH ORDER OF BUSINESS

Consideration of Resolution 2018-

02,	Designating	Treasurer	and

Assistant Treasurer

Ms.	Gaarlandt	suggested	Dr.	Fishkind	be	appointed	Treasurer	and	Ms.	Glasgow,

appointed Assistant Treasurer.

On MOTION by Mr. Heath,  seconded by Mr. Rhinehart, with all in favor, the Board

Approved Resolution 2018-02, Designating Treasurer and Assistant Treasurer.

EIGHTH ORDER OF BUSINESS

Consideration	of Resolution 2018-	
03,  Appointing  District  Manager,	
Assessment	Consultant,	and	
Investment Representative		
a)  District	Management	and	
Financial Advisory Proposal	

Ms.	Gaarlandt	presented	the	Management	and	Financial	Advisory	Proposal.	Ms.

Gaarlandt explained that the agreements have been separated due to the regulations that

were introduced for financial advisors.

On MOTION by Mr. Heath,  seconded by Mr. Rhinehart, with all in favor,  the Board		
Approved Resolution 2018-03, Appointing	Fishkind & Associates	as District Manager,		
				
Assessment Consultant, and Investment Representative.			

NINTH ORDER OF BUSINESS

Consideration of	Resolution 2018-	
04,	Designating	the	Primary	
Administrative	Office	and	
Principle Headquarters		

Ms.  Sandy  explained  that  the  Primary  Administrative  Office  is  for  public  records		
purposes and suggested it be the Offices of the District Manager. The Offices of Cassidy		
Homes was suggested to be the Principle Headquarters.		
On MOTION by Mr. Heath,  seconded	by Mr. Rhinehaii, with all in favor, the Board		
				
Approved Resolution 2018-04, Designating the Primary Administrative Office as 12051		
Corporate Blvd., Orlando, Florida and Principle	Headquarters as  Cassidy Homes,  346		
			
East Central Ave., Winter Haven, FL 33880.			

TENTH ORDER OF BUSINESS	Consideration of Resolution 2018-	
	05, Appointing District Counsel	
	a)	District	CounselRetainer	
		Letter		
	Counselb)	District	Agreement	
Ms. Sandy explained that the letter is from Mr. Van Wyk and it follows in suit with all	
the Districts that Hopping Green & Sams, P.A., has done before. Mr. Heath asked if it is	
a comparable fee and Ms. Sandy replied yes.				

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in	favor, the Board		
Approved Resolution 2018-05, Appointing	Hopping Green	&	Sams,	P.A.,	as District		
							
Counsel.							

ELEVENTH ORDER OF BUSINESS

Consideration of

06,  Designating

& Office

Resolution

Registered

2018-

Agent

Ms.  Gaarlandt recommended Roy Van Wyk of Hopping		
Registered Agent and Office.			
On MOTION by Mr. Heath, seconded by Mr.  Rhinehart,		
Approved Resolution 2018-06, Designating Mr. Roy Van		
& Hopping Green & Sams as the Registered	Office.		

Green &  Sams, P.A.,

with all in favor, the
Wyk as the Registered

as the

Board
Agent

TWELFTH ORDER OF BUSINESS

Consideration of Resolution 2018-	
07,	Appointing  Interim  District	
Engineer	
a)	Interim Engineer Agreement	

Ms. Gaarlandt presented the proposal	from Dennis Wood Engineering to serve as Interim		
		that this is the same form of agreement	that has		
District Engineer. Ms. Sandy explained				
				
		do the RFQ to		
been used in the past and it must be in place until the District has time to			
get proposals back for a permanent District Engineer.				
On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
Approved Resolution 2018-07, Appointing Dennis Wood Engineering as Interim District		
Engineer.						

THIRTEENTH ORDER OF BUSINESS

Authorization

Engineering

CCNA

of RFQ

Services

for District

under	the

Ms. Sandy explained that the District is subject to procurement laws which requires the		
District  to  use  the  RFQ  in  order  to  select the  District  Engineer.  The  RFQ  will  be		
advertised and the qualifications	will be brought back to	the Board	to select an Engineer.		
				the		
		must make sure to	put in the right RFQ because			
Mr. Heath mentioned that the District					

one listed in the agenda is for Lucerne Park CDD. Ms. Gaarlandt will correct that.			
On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
Authorized District Staff to run the RFQ for Engineering	Services under the Consultant's		
Competitive Negotiations Act, subject to changing the District Names.			

FOURTEENTH ORDER OF BUSINESS

Consideration of Resolution	2018-		
			
08,  Annual  Meeting  Schedule for		
Fiscal Year 2018/2019			

Ms.  Gaarlandt suggested holding these meetings  ahead	of	the  other meetings  already		
				the meetings. The		
	for								
scheduled. There was some discussion on the time and preparation			
	rd	Wednesday	of the month at 10:00 a.m.		
Board agreed on the meetings to be held on the 3					
						
On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
Approved Resolution 2018-08,  Setting the  Annual  Meeting Schedule for Fiscal Year		
2018/2019	to meet on the  3rd Wednesday  of	each month at  10:00 a.m.  at 346  East		
Ave.,   Central	Winter Haven, Florida.								

FIFTEENTH ORDER OF BUSINESS

Consideration of Resolution	2018-		
			
09,  Designating  Date,  Time,  and		
location for Landowners' Meeting		

Ms.	Gaarlandt	recommended	Wednesday	August

Landowners' Meeting at 10:00 a.m.

15,

2018	for	the	date

of

the

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in		
Approved Resolution 2018-09, Designating August 15, 2018 at 10:00		
Central Ave, Winter Haven, Florida as the Date, Time, and Location	of		
			
Meeting.			

favor,  the Board

a.m. at 346 East
the Landowners'

SIXTEENTH ORDER OF BUSINESS

Consideration of	Resolution	2018-		
					
10	Approving	Fiscal	Year		
						
2017 /2018 and 2018/2019 Proposed		
Annual  Budgets  and  Setting	a		
Public  Hearing  Date  for  Final		
Adoption					

Ms. Gaarlandt asked if there was anything	anticipated that		
				
Heath responded that there is not. Ms. Sandy stated that the		
Developer and so only actual costs will be incun-ed.			
The public hearing must be at least 60 days from now.	Ms.		
the date of the public hearing be held on September	19,		
Central Ave, Winter haven, Florida.				

will increase the budget. Mr.

budget will be funded by the

Gaarlandt recommended that

2018  at 10:00 a.m.  346 East

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
approved  Resolution  2018-10,  Approving  Fiscal  Year  2017/2018  and  2018/2019		
Proposed Annual Budget and Setting Wednesday, September 19, 2018 at 10:00 a.m. at		
346 East Central Ave, Winter	Haven, Florida as the Date, Time, and Location of the		
			
Public Hearing for the Budget's Final Adoption.		

SEVENTEENTH ORDER OF BUSINESS	Consideration	of		
				
	2017/2018and		

Fiscal	Year

Fiscal	Year

			2018/2019	Budget	Funding		
			Agreement					
Ms. Sandy explained that this is an agreement	between Polk Urban Management project		
						
and the District to fund the budget	based on actual expenses.  Ms. Schwenk stated the		
								
developer entity in the agreement may need to be changed.					
On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
approved  the  Fiscal  Year  2017/2018  and  Fiscal  Year  20-18/2019  Budget  Funding		
Agreement, in substantial form subject	to changing the named developer	entity.			

EIGHTEENTH ORDER OF BUSINESS

Consideration of

Auditor Selection

Establishment

Committee

of

Ms. Gaarlandt suggested the Board appointed	itself as the Auditor Selection Committee.		
			
On MOTION by Ms.  Schwenk, seconded by Mr. Chinoy, with all in favor, the Board		
appointed  itself as	the  Auditor Selection	Committee  and to  set the  first  meeting  for		
					
August 15, 2018.					

NINTEENTH ORDER OF BUSINESS

Consideration	of Resolution 2018-	
11,  Setting  a	Public  Hearing  on	
Adoption of Rules of Procedure	
a)  Rules of Procedure	
b)  Notice of Rule Development	
c)  Notice of Rulemaking	

Ms. Gaarlandt recommended the public hearing take place on September	19	at 10:00 at		
				
346 East Central Ave, Winter Haven, Florida.				
On MOTION by Mr. Rhinehart, seconded by Mr. Heath, with all in favor, the Board		
Approved Resolution 2017-11, Setting September 19, 2018 at 10:00 a.m.  at 346 East		
Central  Ave,  Winter  Haven,  Florida as  the  Date,  Time,  and  Location	of	the  Public		
Hearing on Adoption of Rules of procedure.				

TWENTIETH ORDER OF BUSINESS

Consideration of Resolution 2018-	
12,  Expressing  the  Intent  of  the	
District	to	Utilize  the  Uniform	
Method	of  Levy,  Collection,  and	
Enforcement	of Non-Ad-Valorem	
Assessments  and  Setting a Public	
Hearing Date Thereon	

Ms.  Gaarlandt recommended the public hearing take place on September  19, 2018  at

10:00 a.m. at the current location.

On MOTION by Mr. Heath, seconded by Mr.  Rhinehmi, with all in favor,  the Board		
Approved  Resolution  2017-12,  Expressing	the  Intent  of the  District  to  Utilize  the		
		of	Non-Ad-Valorem		
Unifo1m   Method	of	Levy,   Collection,   and   Enforcement				
Assessments and Setting September	19, 2018  at  10:00 a.m.  at 346 East Central Ave,		
						
Winter Haven, Florida	as the Public Hearing Date Thereon.				

TWENTY-FIRST ORDER OF BUSINESS

Consideration	of Resolution	2017-		
				
13,   Designating   Local   District		
Office				

The

Offices

of

the District Manager was

suggested

as

the Local District Records Office.

On MOTION by Ms.
Approved Resolution

Records Office.

Schwenk,  seconded
2017-13, Designating

by Mr. Heath, with all
Fishkind & Associates

in

as

favor, the Board
the Local District

TWENTY-SECOND ORDER OF BUSINESSConsideration	of		
			
14, Setting Forth		

Resolution

the Policy

2018-

of the

District	with	Regard

to

the

Support and Legal Defense	of the		
			
Board of Supervisors and District		
Staff			
Ms.  Sandy  stated  that  this  resolution  evidences  the  District's  intent  to  provide		
indemnification and legal defense to Board Members and the District staff.			

On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the		
Approved Resolution 2017-14, Setting	Forth the Policy of the District	with Regard		
				
		Supervisors	and District Staff.		
Support and Legal Defense	of the Board of				

Board

to the

TWENTY-THIRD ORDER OF BUSINESS	Authorization	to  Obtain  General		
				
		Liability Insurance		
Ms. Gaarlandt requested the Board's authorization to obtain General Liability and Public		
Officers Insurance.					
On MOTION  by Mr.  Chinoy,  seconded by  Mr.  Heath,  with all  in favor,  the  Board		
AuthorizedStaff District	to Obtain General Liability and Public Officers Insurance.		

TWENTY-FOURTH ORDER

OF

BUSINESS

Consideration of Resolution 2018-	
15,  Providing  for   the  Public's	
Opportunity	to	be	Heard,	
Addressing	Public	Meetings,  and	
Public Comment Period		

Ms. Sandy noted that this is a Statutory requirement. She noted that District staff usually		
suggests having a public comment period in the beginning	and the end of the meeting.		
			
On MOTION by Mr.  Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
Approved  Resolution  2018-15,  Providing for  the  Public's  Oppmiunity  to  Be  Heard,		
Addressing Public Meetings, and Public Comment Period.			

TWENTY-FIFTH ORDER OF BUSINESS

Consideration	of Resolution 2018-	
16, Adoption of Records Retention	
Policy;	and	Providing	for	
Severability and Effective Date		

Ms. Sandy explained the two options for records retention policies.		
On MOTION by Mr. Heath,  seconded by Ms.  Schwenk, with all in favor,		
Approved Resolution 2018-16, Adoption	of Records Retention Policy Option		

the Board

B.

TWENTY-SIXTH ORDER OF BUSINESS

Consideration of Resolution 2018-

17,	Adoption	of	Travel

Reimbursement Policy

Ms. Sandy stated that these policies are consistent with the State Statute that authorizes		
the reimbursement of Travel Expenses.			
On MOTION by Ms. Schwenk seconded by Mr. Rhinehaii, with all in favor, the Board		
Approved Resolution 2018-17, Adoption	of Travel Reimbursement Policy		

TWENTY-SEVENTH ORDER OF BUSINESS	Consideration of Resolution 2018-		
	18, Adoption  of Prompt Payment		
			
	Act Policies, and Procedures		

Ms. Sandy explained that this sets forth

of vendor invoices and pay applications

the requirements

for construction.

of

the District for the payment

On MOTION by Mr.
Approved	Resolution

Heath, seconded by Mr.
2018-18,	Adoption	of

Rhinehart,

Prompt

with all in favor, the Board
Payment	Act	Policies	and

Prnr.P111irPs

TWENTY-EIGHTH ORDER

OF

BUSINESS

Consideration of Resolution 2018-

19	Authorizing	the	Recording	of

Notice of Establishment

The Board reviewed Resolution 2018-19.

On MOTION by Mr. Heath, seconded by

Approved Resolution 2018-19, Authorizing

Mr.

the

Rhinehart, with all

Recording of Notice

in
of

favor, the Board

Establishment.

TWENTY-NINTH ORDER OF BUSINESS

Consideration

Agreement

of

District Website

Ms. Gaarlandt explained that it complies with the Statutes and gives the Board Members		
all District email accounts for the $2,000.00	one-time set up	fee and $1,500.00	for the		

annual maintenance fee.								
On MOTION by Mr. Heath, seconded by Mr. Rhinehart, with all in favor, the Board		
approved the  District  Website  Option  as	Described	by the  District Manager for  the		
						
$2,000.00 one-time set up fee and $1,500.00	annual maintenance fee.			
							
THIRTIETH ORDER OF BUSINESS			Consideration of Resolution 2018-		
			20, Designating a Qualified Public		
			Depository			

Ms.  Gaarlandt  recommended  Florida  Community  Bank,  which  is  the  bank  that  the		
District Manager uses for other districts they manage.	Ms. Gaarlandt noted that they do		
			
not charge the District any fees.				
On MOTION by Mr.  Heath seconded by Mr.  Rhinehart, with all in favor,  the Board		
Approved Resolution 2018-20, Designating	Florida Community Bank as the Qualified		
				
Public Depository.				

THIRTY-FIRST ORDER OF BUSINESS

Consideration of Resolution 2018-

21,	Authorization	to	Establish

Checking

Designation

Signatories

Account(s)

Account	and

of	Authorized

for	Operating

Ms.	Gaarlandt  recommended

Treasurer, Jennifer Glasgow, as

using  the  Treasurer,	Hank  Fishkind,  and  the  Assistant

authorized signatories.

On MOTION by Mr. Heath, seconded by Mr.

Approved Resolution 2018-21, Authorizing the
and Designation of the Treasurer and Assistant

operating account(s).

Rhinehart, with all in favor, the Board		
Establishment of a Checking Account		
Treasurer as authorized signatories	for		

THIRTY-SECOND ORDER OF BUSINESS

Consideration of Resolution 2018-

22,	Adopting	Alternative

Investment Guidelines

Ms.  Sandy explained that this resolution outlines conservative investment requirements

for the District that directs how the District's excess funds can be invested under Florida

statute.

On MOTION by Mr. Rhinehmi, seconded by Ms. Schwenk, with all in favor, the Board

Approved Resolution 2018-22, Adopting Alternative Investment Guidelines.

THIRTY-THIRD ORDER OF BUSINESS

Funding

Request

No.l

Ms. Gaarlandt requested approval	of the funding request in	
cover initial District expenses.		

On  MOTION  Ms.	Schwenk,  seconded  by  Mr.	Heath,

Approved Funding Request No. 1

the amount

with  all  m

of $25,000.00 to

favor,  the  Board

THIRTY-FOURTH ORDER OF BUSINESS	Staff Reports

District Counsel -

Ms.	Sandy  stated that

financial documents to

District is not planning

but District staff would

District  staff plans  to  bring  forward	the		
			
move forward with starting validation. The		
on issuing bonds until January	of next year		
					
like to get the validation process	started.			

District Engineer -

No Report

District Manager -

Mr.  Gang said that he

would be on the agenda

it will be foron the agenda

all the financing related

sent an

for next

next

items.

engagement

month. Ms.

month when

letter and asked if it

Gaarlandt replied that

the District considers

THIRTY-FIFTH ORDER OF BUSINESS	Supervisor Requests and Audience	
	Comments	
There were no Supervisor requests or audience comments.	
THIRTY-SIXTH ORDER OF BUSINESS	Adjournment	

There  were

adjourn.

no

other  questions  or  comments.  Ms.  Gaarlandt  requested	a	motion	

to

ON	MOTION	by	Mr.	Heath,	seconded	by	Ms.	Schwenk,	with	all	in	favor,	the

Wednesday,	June	20,	2018	Organizational  Meeting  for  North  Powerline	Road  was

adjourned.

Secretary / Assistant Secretary	Chairman/ Vice Chaiiman	

North

Community

Powerline Road

Development District

Resolution 2018-13,

Designating Local District

Office

RESOLUTION 2018-13		
A RESOLUTION BY THE BOARD  OF SUPERVISORS  OF THE	
NORTH  POWERLINE  ROAD  COMMUNITY  DEVELOPMENT	
DISTRICT  DESIGNATING  THE  LOCATION  OF  THE  LOCAL	
DISTRICTRECORDSOFFICEANDPROVIDING	AN	
EFFECTIVE DATE.		

WHEREAS, the North a local unit of special-purpose Statutes, being situated entirely

Powerline Road Community Development District (the "District") is		
government created and existing	pursuant to  Chapter 190,	Florida		
				
within Polk County, Florida; and				

WHEREAS, the

location for the purposes

the disclosure of matters
activities of the District

and

District is statutorily required to designate	a local district records office		
of affording citizens the ability	to access the District's records, promoting		
			is informed of the		
unde1iaken by the District,	and ensuring that the public			
			Florida Statutes;		
							
in accordance with Chapter 119 and Section 190.006(7),			

WHEREAS,

Cassidy Homes, 346

District records are available for public review and inspection at the

East Central Ave., Winter Haven, FL 33880.

offices

of

NOW,  THEREFORE,  BE  IT  RESOLVED  BY  THE  BOARD  OF	
SUPERVISORS	OF	THE    NORTH    POWERLINE    ROAD	
DEVELOPMENTCOMMUNITY		DISTRICT:	

SECTION

East Central Ave.,

1.	The District's local records	office shall be located at: Cassidy Homes, 346		
				
Winter Haven, FL 33880.			

SECTION 2.

This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS

1gth

day

of

July,

2018.

ATTEST:	NORTH POWERLINE ROAD	
	COMMUNITY DEVELOPMENT	
	DISTRICT	

Secretary/Assistant Secretary

Chairperson,

Board

of

Supervisors

North

Community

Powerline Road

Development District

Proposal

for

General liability and

Insurance

Public Officers

Florida

•	Insurance Alliance'"

Egis Insurance & Ri sk Advisors

Is pleased to provide a

Proposal of Insurance Coverage for:

North Powerline Road Community Development District

Pleasei rev ew t he proposed insurance coverage terms and co nditio ns carefully.

Written request to bind must be received prior to the effective date of coverage.

The brief description of coverage contained In this document Is being provided as an accommodation only and Is nol Intended to t over or describe all coverage Agreement terms. For more complete and detailed Information relating to the scope and limits of coverage, please refer directly to the Cove-rage Agreement documents. Specimen forms are available upon request.

Page j 1

Quotation being provided for:

North Powerline Road	Community Development	
c/o Fishkind & Associates, Inc.	
12051 Corporate Blvd.		

District

Orlando,

FL

32817

Term: July

10,

2018

to

October 1, 2018

Quote

Number:

100117336

PROPERTY

COVERAGE

SCHEDULE OF COVERAGES AND LIMITS OF COVERAGE

COVERED PROPERTY

Total Insured Values - Blanket Building and Contents - Per Schedule on file totalling

Loss of Business Income

Additional Expense

Not Included

Not Included

Not Included

Inland Marine

Scheduled Inland Marine

It is agreed to include automatically under this Insurance the interest of mortgagees and applicable without advice.

loss

Not Included

payees where

Property

Inland Marine

Valuation	Coinsurance		
Replacement Cost	None		
Actual Cash Value	None		

DEDUCTIBLES:

Not Applicable

Not Applicable

Per Attached Schedule

Per Occurrence, All other Perils, Building & Contents and

Extensions of Coverage.

Total Insured Values per building, including vehicle

values, for "Named Storm" at each affected location

throughout Florida subject to a minimum of Not

Applicable per occurrence, per Named Insured.

Inland Marine

Special Property Coverages

Coverage	Deductibles	Limit

Earth Movement

Flood

Boiler & Machinery

TRIA

Not Applicable	Not Included	
Not Applicable	Not Included	
	Not Included	
	Not Included	

*Except

for

Zones

A

&

V see

page 8 (Terms

and

Conditions)

excess

of

NFIP,

whether

purchased

or

not

TOTAL PROPERTY

PREMIUM

Not

Included

Page

I

2

Extensions of Coverage

If marked with an "X" we will cover the following EXTENSIONS OF COVERAGE increase any other applicable limit of liability.

under this Agreement,

These

limits of liability

do

not

(X)

Code

Extension of Coverage	Limit of Liability	

A

B

C

D

E

F

G

H

Accounts Receivable

Animals

Buildings Under Construction

Debris Removal Expense

Demolition Cost,

Operation of Building

Laws and Increased Cost of

Construction

Duty to Defend

Errors and Omissions

Expediting Expenses

$500,000 in any one occurrence

$1,000 any one Animal

$5,000 Annual Aggregate in any one agreement period

As declared on Property Schedule, except new buildings being erected

at sites other than  a covered  location which  is limited to $250,000

estimated final contract value any one construction project.

$250,000 per insured or 25% of loss, whichever is greater

$500,000 in any one occurrence

$100,000 any one occurrence

$250,000 in any one occurrence

$250,000 in any one occurrence

I

J

K

L

M

N

0

p

Q

Fire Department Charges

Fungus Cleanup Expense

Lawns, Plants, Trees and

Shrubs

Leasehold Interest

Air Conditioning Systems

New locations of current

Insureds

Personal property of

Employees

Pollution  Cleanup Expense

Professional Fees

$50,000 in any one occurrence			
$50,000 in the annual aggregate  in any one occurrence	
$50,000 in any one occurrence			
Included			
Included			
$1,000,000 in any one occurrence for	up to 90 days, except 60 days for	
Dade, Broward, Palm Beach from	the	date such new location(s) is first	
purchased, rented or occupied whichever is earlier.  Monroe County on	
prior submit basis only			
$500,000 in any one occurrence			
$50,000 in any one occurrence			
$50,000 in any one occurrence			

R

s

Recertification of Equipment	Included

Service Interruption Coverage	$500,000 in any one occurrence

T

u

V

w

X

Transit		
Vehicles as Scheduled		
Property		
Preservation of Property		
Property at Miscellaneous	
Unnamed Locations		
Piers, docs and wharves	as	
Scheduled Property		

$1,000,000 in any one occurrence

Included

$250,000 in any one occurrence

$250,000 in any one occurrence

Included on a prior submit basis only

Page	I 3	

y		Glass and Sanitary Fittings		
		Extension		
				
z		Ingress/ Egress		
AA		Lock and Key Replacement		
BB		Awnings, Gutters and		
		Downspouts		
				
cc		Civil or Military Authority		
;:,ection	II Bl	Business Income		
Section	II B2	Additional Expenses		
FIA 120	Active Assailant(s)		

$25,000 any one occurrence	
45 Consecutive Days	
$2,500 any one occurrence	
Included		
45 Consecutive days and one mile	
$1,000,000	in any one occurrence	
$1,000,000	in any one occurrence	
$1,000,000	in any one occurrence	

CRIME COVERAGE			
Description			
Forgery and Alteration			
Theft, Disappearance or Destruction			
Computer Fraud including Funds Transfer Fraud			
Employee Dishonesty, including faithful performance,	per loss		

Limit	Deductible

Not Included	Not Included

Not Included	Not Included

Not Included	Not Included

Not Included	Not Included

AUTOMOBILE COVERAGE

COVERAGES

LIABILITY

HIRED NON OWNED LIABILITY

PERSONAL INJURY PROTECTION

AUTO MEDICAL PAYMENTS

UNINSURED MOTORISTS/ UNDERINSURED MOTORISTS AUTO PHYSICAL DAMAGE
Symbol 8, 9 Hired Non-Owned Autos only

SYMBOL

N/A

8,9

5

N/A

N/A

N/A

LIMIT

Not Included

$1,000,000

STATUTORY

Not Included

Not Included

Not Included

DEDUCTIBLE

Not Included

$0

$0

Not Included

Not Included

Not Included

Page

I

4

GENERAL LIABILITY COVERAGE (Occurrence Basis)

Bodily Injury and Property Damage Limit	$1,000,000	
Personal Injury and Advertising Injury	Included	
Products & Completed Operations Aggregate Limit	Included	
Employee Benefits Liability Limit, per person	$1,000,000	
Herbicide & Pesticide Aggregate Limit	$1,000,000	
Medical Payments Limit	$5,000	
Fire Damage Limit	Included	
No fault Sewer Backup Limit	$25,000/$250,000	
General Liability Deductible	$0	

PUBLIC OFFICIALS AND EMPLOYMENT PRACTICES LIABILITY (Claims Made)

Public Officials and Employment Practices Liability Limit	Per Claim	$1,000,000	
	Aggregate	$2,000,000	
Public Officials and Employment Practices Liability Deductible		$0	

Supplemental Payments: Pre-termination $2,500 per employee - $5,000 annual aggregate.

Non-Monetary $100,000 aggregate.

Cyber Liability sublimit included under POL/EPLI

Media Content Services Liability

Network Security Liability

Privacy Liability

First Party Extortion Threat First

Party Crisis Management First

Party Business Interruption

Limit: $100,000 each claim/annual aggregate

Page I 5

Florida
Insurance
Alliance·

PREMIUM SUMMARY

North Powerline Road Community Development District c/o Fishkind & Associates, Inc.

12051 Corporate Blvd.

Orlando, FL 32817

Term: July 10, 2018 to October 1, 2018

Quote Number: 100117336

PREMIUM BREAKDOWN

Property (Including Scheduled Inland M arine)

Crime

Automobile Liability

Hired Non-Owned Auto

Auto Physical Damage

General Liability

Public Offi cials and Employment Practices Liability

Not Included

Not Included

Not Included

Included

Not Included

$625

$512

TOTAL PREMIUM DUE	$1,137	

IMPORTANT NOTE

Defense Cost - Outside of Limit, Does Not Erode the Limit for General Liability, Public Officials Liability, and Employment related Practices Liability.

Deductible does not apply to defense cost. Self-Insured Retention does apply to defense cost.

Additional Notes:

Annual Premium: $5,000

GL: $2,750

POL/EPLI : $2,250

This quote is subject to the receipt of the districts FEIN number.	Page I 6		

I ~ ~  Florida
Insurance
,	Alliance"'

PARTICIPATION AGREEMENT

Application for Membership in the Florida Insurance Alliance

Th e undersigned local governmental entity, certifying itself to be a public agency of the State of Florida as defined in Section 163.011 Florida St atutes, hereby formally makes application with the Florida Insurance Alliance ("FIA") for co ntinuing liability and/ or casualty coverage t hrough membership in FIA, to become effective 12:01 a.m., 07/10/2018, and if acceptedy bt he FIA's duly authorized representative, does hereby agree as follows:

(a)	That, by this reference, the terms and provisions of t he lnterlocal Agreement crec;1ting t he Florida Insurance Alliance are hereby adopted, approved and ratified by t he undersigned loca l governmental entity. Th e undersigned local governmental entity certifies t hat it has received a coy po f th e aforementioned lnterlocal Agreement and further agrees to be bound by t he provisions and obligations of t he lnt erlocal Agreement as provided therein;

(b)	To pay all premiums on or before the date t he same shall become due and, in t he event Applica nt fails to do so, to pay any reasonable late penalties and charges arising th erefrom, and all costs of co llection thereof, including reasonable attorneys'fees;

(c)	To abide by t he rules and regulations adopty ed b	the Board of Directors;

(d)	That should either the Applica nt or the Fund desire to ca ncel coverage; it will give not less than thirty (30) days prior written not ice of ca ncellation;

(e)	Tha t all information contained in th e underwriting application provided to FIA as a condit ion precedent to participation in FIA is true, correct and accurate in all respects.

North Powerline Road Community Development Dist rict

(N ame of Loca l Governmenta l Entity)

By:		
Signature	Print Name	
Witness By: - ------------	Print Name		
Signature			

IS HEREBY APP ROVED FOR MEMBERSHIP IN THIS FUND, AND COVERAGE IS EFFECTIVE July 10, 2018
By: ----------- -------
Ad minist rator

Page I 7

North

Community

Powerline Road

Development District

Bond

Financing

Team

Funding

Agreement

BOND FINANCING TEAM FUNDING AGREEMENT

this

This Bond Financing Team

20th day of June, 2018, by and

Funding Agreement ("Agreement") is made and entered into

between:

North  Powerline  Road  Community	Development  District,  a  local		
		Chapter  190,		
special-purpose  government  established  pursuant  to			
Statutes, and located in the City of	Winter Haven, Florida, whose mailing		
is 12051 Corporate Blvd., Orlando,	Florida 32817 (the "District"), and		

unit	of

Florida

address

Polk Urban Management Project,	LLC, a Florida limited liability company	and		
				
the  developer  of the  lands  in the  District whose  mailing  address  is  346  East		
Central Avenue,  Winter Haven,  Florida  33880 (the "Developer" and, together		

	with the District, the "Parties").						
	RECITALS				
	WHEREAS,  the  District was  established	by  Ordinance No.  18-036,  adopted  by  the		
			as	of June 5, 2018, for the		
Board	of County Commissioners of Polk County, Florida, effective				
purpose of planning, financing, constructing,	operating, and/or maintaining certain infrastructure;		
						
and							

WHEREAS,	the District presently	expects to access		
			facilities,		
for the financing  of certain capital improvements,			
				
within the District; and					
WHEREAS,	the  District  and  the  Developer	desire		
				
provide funds to enable the District to commence its financing		

the public bond market to provide

and services to benefit the  lands

to	enter  into  this  Agreement  to

program.

NOW,  THEREFORE,  based

covenants  of the Paiiies, the receipt

Paiiies agree as follows:

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

SECTION 1.  PROVISION OF FUNDS.	The Developer agrees to		
			
the  District  such  monies  as	are  necessary	to  proceed  with  the  issuance		
			facilities, and services.		
indebtedness to fund the District's improvements,			

make available to
of bonds  or  other

A.	The Developer agrees to provide to the District any such monies upon		
receipt of an invoice from the District requesting	such funds.	Such funds, and all future funds		
provided pursuant to this Agreement, may be supplied by check, cash, wire transfer, or other		
form of payment deemed satisfactory in the sole discretion of the District as determined	by the		
			
District Manager.  The District agrees to authorize	District staff, including the District Engineer,		
District  Manager,  and  District  Counsel  to  proceed  with  the  work  contemplated  by  this		
Agreement,  and  to	retain  a  Bond  Counsel  and  Financial	Advisor  and  other  professional		
assistance as may be necessary to proceed with the work contemplated	by this Agreement.			

		B.		The	Parties agree that all	fees,  costs, or other expenses	incuned by the		
													
		District  for  the	services	of the  District's		Engineer,  Counsel,  Financial  Advisor,  or  other		
		professionals, for the work contemplated by this Agreement shall be paid solely from the funds		
		provided  by  the  Developer  pursuant  to  this  Agreement.   Such  payments  shall  be  made  in		
		accordance with the District's normal invoice and payment procedures.  The District agrees that		
		any funds provided by the Developer pursuant to this Agreement shall be used solely for fees,		
		costs, and expenses arising from or related to	the work contemplated	by this Agreement.			
														
		C.		The District agrees to provide to the Developer,	on a monthly basis, copies		
					be  made from the  funds		
		of all  invoices,  requisitions,  or other bills for  which payment	is to			
		provided  by  the  Developer.   The  District  agrees  to  provide  to  the  Developer,  monthly,  a		
		statement from the District Manager showing funds on deposit prior to payment, payments made,		
		and funds remaining on deposit with the District.																
		D.		The Developer agrees	to provide funds within fifteen (15) days	of	receipt		
		fromofwritten notification		the District Manager	of the need for such funds.								
		E.		In the event that the Developer	fails to provide any such funds pursuant to		
										as	sufficient	funds are		
		this Agreement, the Parties agree the work may be halted until such time					
		provided by the Developer to  ensure payment	of the  costs, fees,  or expenses which may be		
																		
		incuned in the performance of such work.																			
		SECTION 2.	TERMINATION.	The Parties agree that the Developer	may terminate		
								to the		
		this Agreement without cause by providing	ten (10) days written notice of termination			
						
																provision of		
		District.  Any such termination by the Developer is contingent upon the Developer's			
		sufficient  funds	to	cover  any	and  all  fees,  costs,  or  expenses  incuned  by  the  District  in		
e	with	connection	work to be performed	under this Agreement	as of	the date by when notice of		
														this Agreement due to		
		termination is received.  The Parties agree that the District may terminate			
			of this Agreement, by		
		a failure of the Developer to provide funds in accordance with Section 1			
		providing ten (10) days written notice of	termination	to the Developer; provided, however, that		
		the Developer shall be provided a reasonable opportunity to cure any such failure.						
		SECTION 3.  CAPITALIZATION.		The Paiiies agree that all funds provided	by the		
		Developer pursuant to this Agreement may be reimbursable from proceeds	of District financing		
			the proceeds	by the		
		for capital improvements, and that within forty-five (45) days of receipt	of				
		District of bonds  or notes	for	the  District's	capital  projects, the  District shall  reimburse the		
									provided, however, that in the event		
		Developer in full, exclusive	of	interest, for these advances;			
		Bond Counsel determines that any such monies are not properly reimbursable, such funds shall		
		be deemed paid in lieu	of taxes or assessments.	In the event that District bonds are not issued		
					all funds provided by the Developer pursuant		
		within five (5) years	of	the date of this Agreement,			
								.											
		to this Agreement shall be deemed paid in lieu of taxesassessmentsor												

2

the

the

SECTION 4.  DEFAULT.  A default by either party under this Agreement	shall entitle		
			
other to all remedies available at law or in equity, which may include, but not be limited to,		
right of damages, injunctive relief, and/or specific performance.			

SECTION 5.  ENFORCEMENT OF AGREEMENT.  In the event that either party is		
required to  enforce this  Agreement by  court proceedings  or otherwise,  then the  substantially		
prevailing party  shall be  entitled to  recover all  fees  and  costs  incmTed,  including reasonable		
attorney's fees,  paralegal fees,  and expert witness fees  and costs for trial,  alternative dispute		
resolution, or appellate proceedings.											
SECTION 6.  AGREEMENT.  This instrument	shall constitute the final and complete		
						this		
expression  of this  Agreement  between  the  Parties  relating  to  the  subject  matter  of			
Agreement.											
SECTION 7.  AMENDMENTS.		Amendments  to	and  waivers  of	the  prov1s10ns		
contained in this Agreement may be made only by an instrument in writing which is executed by		
both of the Parties hereto.											
SECTION 8.  AUTHORIZATION	.	The execution	of this  Agreement	has been duly		
					with		
										
authorized by the appropriate body or official of all Parties hereto, each party has complied			
			
			to				comply with the terms		
all the requirements of law, and each party has full power and authority					
and provisions of this instrument.											
SECTION 9.  NOTICES.	All  notices,  requests,	consents,  and  other  communications		
								
hereunder ("Notices") shall be in writing and shall be delivered,  mailed by First Class Mail,		
postage prepaid,deliveryor overnight	service, to the Parties, as follows:					

A.

If

to the District:

North Powerline Road Community Development

District

c/o Fishkind & Associates, Inc.

12051 Corporate Blvd.

Orlando, Florida 32817

Attn: District Manager

B.

With

If to

a copy to:

the Developer:

Hopping Green & Sams PA

119 S. Monroe Street, Suite 300

Tallahassee, Florida 32301

Attn: District Counsel

Polk Urban Management Project, LLC

346	East Central A venue Winter Haven, Florida 33880

Attn: Rennie Heath

3

Except	as	otherwise provided	herein,  any Notice  shall be deemed received only upon  actual		
					
delivery  at the  address  set forth  herein.	Notices  delivered  after  5:00 p.m.  (at the  place	of	
delivery) or on a non-business day, shall be deemed received	on the next business day.	If any	
time for giving Notice contained in this Agreement would otherwise expire on a non-business	
day,  the  Notice  period  shall  be  extended to  the  next  succeeding  business  day.   Saturdays,	
Sundays, and legal holidays recognized by the United States government shall not be regarded as	
business days.  Counsel for the Parties may deliver Notice on behalf	of the Parties.  Any party or	
other  person	to  whom  Notices	are  to  be	sent  or  copied  may  notify  the  other  Parties  and	
addressees of	any change	in name or address to which Notices shall be sent by providing the	
same on five (5) days written notice to the Parties and addressees set forth herein.			

SECTION

10.

THIRD PARTY BENEFICIARIES.

This Agreement is solely for the

benefit of the Parties herein and no right or cause of action	shall accrue upon or by reason hereof,		
to or for the benefit of any third party not a party hereto.	Nothing in this Agreement expressed or		
implied is intended or shall be construed to confer upon any person or corporation other than the		
Parties hereto any right, remedy or claim under or by reason	of this Agreement or any provisions		
or conditions hereof; and all of the provisions,	representations, covenants, and conditions herein		
contained shall inure to the sole benefit	of and shall be binding upon the Parties	hereto and their		

respective representatives, successors, and assigns.						

SECTION  11.	ASSIGNMENT.

monies to become due hereunder without the

Neither  party  may  assign this  Agreement  or  any

prior written approval of the other party.

SECTION 12.  CONTROLLING	LAW; VENUE.	This Agreement	and the provisions		
					
			according to the laws of the State		
contained herein shall be construed, interpreted, and controlled			
				
of Florida. Venue shall be in Polk County,	Florida.					

SECTION 13.  EFFECTIVE DATE.

by both Parties hereto and shall remain in effect

The Agreement shall be effective after execution		
unless terminated by either of the Parties	hereto.		

SECTION 14.

documents of any kind

contemplated under this

Florida law.

PUBLIC RECORDS.	The Developer	understands and agrees that all		
provided to the District or to District	Staff in connection with the work		
			with		
Agreement are public records	and are treated as such in accordance			

[REMAINDER

OF

THIS PAGE INTENTIONALLY LEFT BLANK]

4

IN WITNESS WHEREOF,

written above.

the Pmiies execute this Agreement the day and year first

ATTEST:	NORTH POWERLINE ROAD	
	COMMUNITY DEVELOPMENT	
	DISTRICT	

Secretary/Assistant Secretary	Chairman/Vice Chairman	

POLK

PROJECT,

URBAN

LLC, a

MANAGEMENT

Florida limited liability

company

By:

____________

_

Print

Name:

----------

Title:

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

5

North

Community

Powerline Road

Development District

Underwriter

Agreement

with

FMS

Bonds

fffl!llbonds
Municipal Bond Specialists

20660 W. Dixie Highway

North Miami Beach, FL 33180

June 5, 2018

No11h Power Line Road Community Development District

Fish.kind and Associates, Inc.

12051 Corporate Boulevard

Orlando, Florida 32817

Attn:  Mr. Kevin Plenzler

Re:	Agreement for Underwriter Services & 0-17 Disclosure

Dear Mr. Plenzler:

Thank you for the opportunity to work with the North Power Line Road Community Development District (the "District") regarding the underwriting of the District's Special Assessment Bonds, Series 2018 and future series of Bonds (the aBonds"). The District and FMSbonds, Inc. ("FMS"), solely in its capacity as Underwriter, agree to the proposed terms set forth herein in Attachment I. By executing this letter both parties agree to the terms set forth herein.

FMS's role is limited to act as Underwriter within the Scope of Services set forth herein as Attachment I, and not as a financial advisor or municipal advisor. FMS is not acting as a municipal advisor for the developer in connection with the subject transaction. Any information that FMS has previously provided was solely for discussion purposes in anticipation of being retained as your underwriter. Attachment II, attached hereto, contains the Municipal Securities Rulemaking Rule Boa.rd Rule G-17 Diclosure that the District should read in its tyentire and acknowledge by signing below.

We look forward to working with you.

Yours truly,

FMSbond~,.
By:	~~
Name: JoKessl~	~
Title:	Executive Director

Agreed to and accepted as of the date first written above:

NORTH POWER LINE ROAD COMMUNITY
DEVELOPMENT DISTRICT

By:
Name: __________

Title:

ATTACHMENT I

Section 1	Scope of Services

limited to the following:

of

FMS:

FMS

proposes that its duties

as

Underwriter shall be

1.

2.

3.

4.

5.

6.

To

To

To

To

To

To

provide advice to the District on the structure, timing and terms		
coordinate the financing process;			
conduct due diligence;			
assist in the preparation of an offering	memorandum;		
			
review the assessment methodology and Bond documents;		
market and offer Bonds to investors.			

of

the Bonds;

Section 2	Terms and Conditions:

1.	Underwriter or  Purchase  Fee  ("Underwriting  Fee").   FMS  shall  act  as  sole  lead
underwriter.   The  fee  to  FMS  for  acting	as  Underwriter  shall  be  2%	of	the	Par		
Amount of any Bonds issued.  The Underwriting Fee shall be due and payable	only		
upon the closing of the Bonds.	The Underwriting Fee may be modified pursuant to a		
delegation  or  award  resolution  approved  by  the  Board  and  consented	to	by	the		
					
Underwriter.							

2.

Price and Interest Rates:	The offering

based on recent comparable transactions

will jointly dete1mine the offering price
start of the order period, based on market

price and  interest rates are expected to be

in the market, if any.	FMS and the District

and interest rates immediately prior to the
conditions then prevailing.

3.

Bond Purchase Agreement.	The  obligations	of the  Underwriter and  those of the		
			completion of due diligence	and to the		
District would be subject to the satisfactory				
				
customary  representations,  warranties,  covenants,  conditions,  including  provisions		
respecting its termination contained	in the form of a bond purchase	agreement FMS		
					
will prepare and as generally	used in connection with the offering	of Bonds for this		

type of transaction.									

4.

Costs of Issuance.  The District	shall be responsible for the payment	of all expenses		
					
relating to the offering, including but not limited to, attorney fees,  consultant fees,		
costs associated with preparing	offering documents,	if any, the purchase	agreement,		
					
regulatory fees  and filing fees  and expenses for  qualification under blue sky laws		
designated by FMS and approved by the District.					

5.

Assumptions.

agreement are

The

based

proposed  terms  and  statements

on information currently available

of

to

intention  set  forth  in

FMS about the District

this

and

the market for special assessment bonds similar

that:

to

the Bonds and the assumptions

a)

the  financial  condition  and  history	of	the  project  shall  be  substantially	as		
					
understood, and the financial information for the relevant and appropriate period		
ended to be included in the final offering	memorandum will not vary materially		
				
from those set forth in the material	furnished to FMS;			

b)

c)

d)

e)

no adverse developments shall occur which materially and adversely affect the		
underlying security and financial	condition of the district;				
							
the offering memorandum will comply with all applicable laws and regulations;			
there will not be any unanticipated	substantial delays on the part of the District	in		

completing the transaction; and							
all conditions of the Underwriter to	purchase Bonds will be included	in the bond		
purchase  agreement  and  conditions  shall  be  satisfied  or  waived,  in  the  sole		
discretion of the Underwriter.							

6.

Information.	The District agrees	to	reasonably and actively assist FMS in achieving		
			to FMS and the District.	To assist FMS in the		
an underwriting that is satisfactory				
underwriting	the  District  will  (a)	provide	and  cause  the  District's  staff and  its		
professionals	to provide FMS upon request	with all information reasonably deemed		
necessary  by	FMS  to  complete	the  underwritings,  included  but  not  limited  to,		
					the  District  and	its  advisors;  and  (b)		
information  and  evaluations  prepared  by				
otherwise assist FMS in its underwriting	effo11s.			

7.

Term of Engagement.  The te1m of this Agreement shall be limited to the Bonds	and		
shall commence as of the date of this Agreement	and continue in full force and effect		
	termination by the District	without		
unless terminated by either party.	In event of				
						
			expenses incurred		
cause, FMS shall be entitled	to recover its reasonable out of pocket			

up to the date of termination.								

8.

No Commitment.  Notwithstanding the foregoing, nothing herein shall constitute an		
agreement to provide a firm commitment,	underwriting or placement or arrangement		
		Any  such  commitment,  placement  or		
of any  securities  by  FMS  or  its  affiliates.			
	an underwriting	agreement or purchase		
anangement shall only be made  a part of				
							
agreement at the time of the sale of the bonds.						
The engagement contemplated hereby and this agreement are solely for the benefit	of		
the District and FMS and their respective successors, assigns and representatives and		
no other person or entity shall acquire	or have any right under or by virtue hereof.			
									
This  Agreement  contains	the  entire  understanding  of the  parties  relating	to  the		
transactions   contemplated   hereby   and   this   Agreement   supersedes	all	prior		
agreements, understandings and negotiations with respect thereto.  This Agreement		

2

9.

may be executed in counterparts	each of which shall be an		
					
counterparts shall constitute one and the same instrument.		
No Financial  Advisor.   FMS's	role is limited to that	of an		
	Advisor				
Financial Advisor or Municipal					
						
[Remainder of Page Intentionally	Left Blank]		

original but all of

Underwriter and

such

not a

3

		ATTACHMENT II				
MSRB Rule G-17 Disclosure --- The District has engaged FMS to serve as underwriter,	and not	
asfinancial	advisor or municipal advisor, in connection with the issuance of the Bonds. As	part	
of our services as underwriter, FMS may provide advice concerning	the structure, timing, terms,	
and other similar matters concerning	the issuance of the Bonds.  We may also have provided	
such advice	as part of the process of seeking to be selected to serve as your underwriter.	Any	
such advice was provided by FMS as an underwriter and not as your financial advisor in this	
transaction.						

Pursuant to

the Notice,

we are required by the MSRB

to

advise you that:

•

•

MSRB Rule G-17 requires an underwriter	to	deal fairly	at all times with both municipal		
									
issuers and investors.										
The underwriter's primary role is to purchase the Bonds with a view to	distribution	in an		
			has		
aim's-length  commercial  transaction	with	the	Issuer.	As  such,  the	underwriter			
								
				of the Issuer.					
financial and other interests that differ from those						

•

•

•

Unlike a municipal advisor, the underwriter does not have a fiduciary duty to the Issuer		
under the federal securities laws and are, therefore,	not required by federal law	to act in		
			or other interests.		
the best interests of the Issuer without regard to their own financial			
					
The underwriter has a duty to purchase the Bonds from the Issuer atfair	and reasonable		
price, but must balance that duty with its duty to	sell the Bonds to investors at prices that		
are fair and reasonable.									
As underwriter,  we will review the disclosure	document for the Bonds  in accordance		
						laws, as		
with, and as pait of, our responsibilities to investors under the federal securities			
			
applied to the facts and circumstances	of this transaction.	1					

The underwriter will be compensated	by a fee and/or a fee that will be set forth in the bond		
	and entered into in connection with the issuance	of the		
purchase agreement to  be negotiated				
					
		fee or discount will be contingent on the closing		
Bonds. Payment or receipt of the underwriting			
		may be based, in whole or in part, on a		
of the transaction and the amount of the fee or discount			
		of compensation is	customary		
percentage of the principal ainount of	the Bonds. While this form				
in the municipal securities market, it presents a conflict of interest since an underwriter	may have		
an incentive to recommend a transaction that is unnecessary or to	recommend that the size	of a		
transaction be larger than is necessary.  The District acknowledges no such recommendation	has		
			
been made by FMS.									

1	Under federal securities law, an issuer of securities has the	primary responsibility	for disclosure to investors. The		

review of the offering document by the underwriters	is solely for purposes of satisfying the underwriters' obligations		
		be construed by an issuer as a guarantee of the accuracy		
under the federal securities laws and such review should not			
or completeness of the information in the offering document.					

Please note nothing in this letter is an expressed	nor an implied commitment by us to provide		
					Any such commitment shall		
financing or to purchase or place the Bonds or any other securities.			
only be set forth in a bond purchase	agreement or other appropriate form of agreement	for the		

type of transaction undertaken by you.													
Further, our participation in the transaction contemplated herein remainsto, subject		among other		
things, the execution of a bond purchase agreement (or other appropriate form	of agreement),		
further internal review and approvals,	satisfactory completion of our due diligence	investigation		

and market conditions.													
FMS is acting independently in seeking to act as	an underwriter	in the transactions contemplated		
herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or partner		
of any  other principal  involved in the	proposed	financing.  FMS  assumes  no  responsibility,		
express or implied, for any actions or omissions	of, or the performance of services by, the other		
underwriters in connection with the transactions contemplated herein or otherwise.					
If you or any other Issuer representatives	have any questions or concerns about these disclosures,		
please make those questions or concerns known immediately to FMS. In addition, Issuer should		
consult with its own financial, municipal, legal, accounting, tax and other advisors,	as applicable,		
to the extent it deems appropriate.  Depending	on the final structure of the transaction	that the		
				
				actual or perceived material conflicts are		
District and FMS decide to pursue, or	if additional			
									
identified, we may be required to send you additional disclosures.						

2

North

Community

Powerline Road

Development District

Bond

Counsel

Agreement

with

Greenberg

Traurig

II

GreenbergTraurig

Robc,t

C.

0011s,

l:sq.

(305)

579

-0886

11now@gtlaw

.oom

Jw1e

7,

2018

North Powerli11e Road	Community	Development District		
				
c/o Fishkind & Associates, lnc.			
1205 1 Corpo	rate Blvd.				
					
Orlando, Florida 32817			

Attention:

Jane

Gaarlandt

Re:

Bond Counsel -

Nor

th

Powcrline

Road

Co

mmunity Development

Di

strict

Ladies

and

Gentlemen:

Greenberg Traurig	P.A.		would	be pleased to serve as Bond	Cow1sel to No	rth	Powerline		
							its		proposed		
											wi	th						
									District	(the	(<District")			in		connection									
Road  Community	Development																		
																					pl'ovide		
													bonds		which		will			
																																ment								
																																															
financing	program	involving		the	issuance		of	special  assess		in Polk County and	the City			of		
																							
									planned residential community								
infrastructure for	the p roposed									
											
					that the District wil l issue long		
					of this Jetter, we have assumed			
Davenport, .Florida.		For purposes				
					cture	in one		or	more	series.		
term " permanent"	bonds	to	finance district		wide	public infrastru								
								we	would propose	a flat		
Because the amount of each	series														ed at this time,					
																									
		of bonds is undetet·min												a fee of $45,000		fo r		
																				s,	we	would		propose to charge						
																																													
fee structure.	Absent unusua	l circwnstance												a fee of $40,000	.		Any	increase		in		
				if	there	arc subsequent series,									
the initial series			of	bonds, and													
																		
											approval.									
									ct to prior	Board										
																																											
the fee res ulting	from "unusual circumstances,, would be subje																												
			
Assistance	to District counsel		in the	validation		of		the District's financing	program  in		
							above.	We	assume that District counsel will		
Circuit Court will be included		in	the fees quoted					
								will be added	to	our invoice		at		
					unt of $3,000							
tuke the lead in the validation	process.		A fl	at	amo								
										of		

																																						
bond closing to			cover expense	s.			CD transcripts	wrn be provided	at no charge,	but	the cost				
																
						will be billed	directly by the bindery to the bond trustee.		In			the		
binding transcripts,	if applicable,									
			the District is unable	to complete	a financing that	the finance		
unlikely	event	that for any reason						
								nor	mal		
												ses	at	our				
						our	time														

team has been	working on, we would expect to be paid for			and expen		set forth	above.		
														fee				
								ect to a cap equal		to the otherwise applicable fixed					
hourly rates less 10%, subj								
											a  developer		
				that payment		would	be made under			
	we		would	expect							
[n  such	an unlikely	case	,											
												or									s	or	affiliat	es		

																																																			
funding	agreem	ent	with		Po	lk	Urban		Manageme	nt  Project,  LLC,			principal														

thereof.		
									te it	if this		feti	arrangernent	for		special	assess	me	nt	bonds	could			be		
																																						
We would apprecia										at	its		organizational meeting on	June 20, 2018.		If		the		
presented to the Board of Supervisors											
														
				trict, please		so		indicate by	executing this letter and		
fo regoing proposal is acceptable to the Dis								

																																							
emailing a copy			back to me.																																																		

	IG P.A	•  ATTORNEYS AT LAW	w  WWWGTLAW COM			
GIIEENDERG 1MUR					• Tel 305 5790500	•		
333	S E 2nd Avenue	•	Sul le '1~00 •  M1o1m1. FL331l1	-32.38				

Fax

30$,79 0717

North Powerline Road Comm	unity		
o/o Fishkind	& Associates,	Inc.		
					
Attention: Jane Gaarlandt				
June 7, 2018					
Page 2					

We look forward to serving

Accepted and agreed to		
this _	day of June,	20l8		

Chairman, Board	of Supervisors		

RCG/ech

Development District

the Disttict as Bondits	Counsel.		
				
Yours sincere	ly,		
			
Robert C. Gang		

cc:

Kevin Chinoy

MIA 186557359v1

GREENBERG

TRA

URIG,

P.A  •

ATTORNEYS

AT

LAW

•  WWW GTlAW COM

North

Community

Powerline Road

Development District

Trustee

Agreement

with

US

Bank

C!!3 ba~~~ POWER LINE ROAD COMMUNITY DEVELOPMENT DISTRICT

REQUEST FOR PROPOSAL FOR TRUSTEE, PAYING AGENT & REGISTRAR SERVICES

Dated: June 15, 2018
I.	ACCEPTANCE FEE	One-Time Fee $1,150.00

Covers review of documents, participation in document conferences, establishing records / accounts, authentication/ delivery of bonds, receipt of frtnds, establishment of procedures and tic klers necessary to perform our duties and monitor the vari ous terms and covenants in the finan cing documents and attendance at closing.

II.	ADMINISTRATION FEE	Minimum $3,750.00	
	Maintenance  of  records  in  connection  with  the  control  of  the  bonds  outstanding;  review  and	
	compliance  of document  provisions;  receive,  pay  out  and  control  the  movement  of fund s;  pay	
	periodic interest and principal ; and prepare periodic accountings and reports.	
III.	LEGAL FEES	Billed at cost - Not to exceed $5,000.00	
	Note:  In  the  event  that  the  transaction  is  terminated  prior  to  closing,  the  client  will  remain	
	responsible  for charges  fo r U.S.  Bank co1-.111 sel  time  incurred up  to and  including the  termination	

date.

IV.	INCIDENTAL EXPENSES 7.75% of Annual Trustee Administration Fee, Payable in Arrears Incidental expenses, such as postage, copies, mailings, courier expenses, etc.

V.	EXTRAORDINARY EXPENSES / OTHER SERVICES    Billed at Cost

	Our fee does not include extraordinary or non-rou tine services, including without limi tation default administration, arbitrage calculations, bondholder lists, tax reporting, puts or nteread gent fees, market disc losure, UCC fi lings, optional calls, rating agency compliance, retrieval and researchf o past compliance or constru ction requisitions, perfection or release of collatera l, or other duties that may be
	h1 andated by future laws or regulatory agencies. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or al our hourly rate then in effect.

	(\) The quoled fee docs 1101include services as Disclo~urc Agent 1ursuant to Securities & Exchange Commission Ruic t Sc2- l 2, as amended. U.S.
Bnnk wi ll discuss Utis service with the Obligor if applicable pursuant io the terms of the bond issues.

Account npprovnl Is subject to l'Cvlcw And qunllficntion. Pees nrc subject to chnngc 111 our tliscl'cllon 1H1d upon written notice. Pees pnld in mlvnncc wlll not be prorntc(I. The fee~ set fo1·th nbove 1111tl nny subsequent modilicntions thereof 11rc p111·t of your ngrccmcnt. filunllznlion of the trnnsncllon constitutes ngrccmenl to the nbovc fee schedule, Including ngrc cmcnt to nny subscqucni cl11111gcs 11pon proper ll'l'itlcn m1tice. In the e~·ent your li·nnsnclion Is nol finntii.ed, nny 1•clnled out-of-poctcct cx11r11$!!-'I 11'111 be blllcd to you direclly. Absent yo•II' wrltt~n t11struc1ions to sweep or otherwise Invest, 1lll sums In your nccount will rcmnln unlnvestcll nnd no nccrucd Interest 01· other compcnsnlion wlll be credited 10 the i1cco11111. l'nymcnl of fees constltules ncceptnnce of the terms nnd condi(io11s set forth.

IMPORTANT (NFORMAT ION ABOUT PROCEDURESFOR OPENING A NEW ACCOUNT:

To help the government light lite J'mtdlng or tctTori~m nnd money lnundcrini: nc livllles, F'cdcrnl law requires 1111 llnnncinl Institutions to obtnln; ,•crify and recodr lnl'onuntion lhnt Identifies coch person who opens 1111 nccounl. For a 11011-inc.ll vl,h111l p~rson such as n business entity, n chnrily. n Trnst or uther tcgnl entity we will nslc ror documcnt111io11 IQ verlry Its fomrntion nnd cJ islcncc ns n k gitl entity. We rnny ulso ask to sec linn11cinl st11temcnts, llc1mscs, idcnlific11tlon null nuthoriw tinn t.lOrumcnts from indivld uols clnlmlng nuthorlty to reprcm1t the entity or

othcrrclcvnnt doc11mcnt11ti1111,

North

Community

Powerline Road

Development District

Engineer's

Report

NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT

ENGINEER'S REPORT

FOR

CAPITAL IMPROVEMENTS

Prepared for:

BOARD OF SUPERVISORS NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT

Prepared

by:

DENNIS WOOD ENGINEERING,
1925 BARTOW ROAD
LAKELAND, FL 33801

PH: 863-940-2040

LLC

June

2018

NORTH POWERLINE ROAD

COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS

I.	INTRODUCTION	1-2

II.	PURPOSE AND SCOPE	2-3

ill.	THE DEVELOPMENT	3

IV.	TIIE CAPITAL IMPROVEMENTS	3-4

V.	CAPITAL IMPROVEMENT PLAN COMPONENTS	4-5

Stormwater Management Facilities	4

Public Roadways	5

Water and Wastewater Facilities	6

Off-site Itnprovements	7

Amenities and Parks	7

Electric and Lighting	7

Entry Features	8

Miscellaneous	8

VI.	PERMITTING	9-10

VII.	RECOMMENDATION	10

vm. REPORT MODIFICATION	10

IX.	CONCLUSION	11

LIST

OF

EXHIBITS

EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT

1-

2-

3-

4-

5-

6-

7-

8-

9-

Location Map

Legal Description

Distdct Boundary Map

Land Use Map

Zoning Map

Utility Location Map & Drainage Flow Pattern Map

Summary of Opinion of Probable Costs

Summary of Proposed District Facilities

Overall Site Plan

ENGINEER'S REPORT

NORTH POWERLINE ROAD

COMMUNITY DEVELOPMENT DISTRICT

I.	INTRODUCTION

	The N011h Powerline Road Community Development District (the "District") is north of North Blvd East and east of Hwy 17-92 N partially within unincorporated Polk County, (the "County") Florida and prutially within Davenport (the "City'J The District cunently contains approximately 190 acres, and is expected to consist of 543 single family lots, recreation / amenity areas, parks, and associated infrastructure.

	The CDD was established under County Ordinance No. 18-036, which was approved by the County Commission on June 5, 2018. The District will own and operate the public roadways and sto1mwater management facilities, as well as the landscape, irdgation, signage, and recreational facilities within the development.

Public improvements and facilities financed, acquired, and/or constrncted by the District will be designed and constructed to conform to regulatory criteria from the City, the County, Southwest Florida Water Management District (SWFWMD), and other applicable agencies with regulato1y jurisdiction over the development. An overall estimate of probable cost of the public improvements is provided in Exhibit 7 of this report.

This "Capital Improvement Plan" or "Report" reflects the present intentions of the District and the landowners. It should be noted that the location of proposed facilities and improvements may be adjusted during the final design, permitting, and implementation phases. It should also be noted that these modifications ru·e not expected to diminish the benefits received by the property within the District. The District reserves the right to make reasonable adjustments to the development plan to meet applicable regulato1y requirements of agencies with jurisdiction over the development, while maintaining compru·able level of benefits to the lands served by the improvements. Changes and modifications are expected as changes in regulatory criteria are implemented.

Page 1

II.

Implementation of any proposed facilities or improvements outlined in this Repo1t requires

written approval from the District's Board of Supervisors. Estimated costs outlined in this

rep01t are based on best available information, which includes but is not limited to previous

experience with similar projects. Achml costs could be different than estimates because

final engineering and specific field conditions may affect construction costs.

All roadway improvements including sidewalks in the right-of-way and storm drainage

collection systems (from the curb inlets to their connection to the Stormwater ponds) within

the development will be maintained by the District. Water distribution and wastewater

collection systems (gravity lines, force mains, and lift stations) will, upon completion, be

dedicated to the City for ownership and maintenance.

PURPOSE AND SCOPE

The purpose of this Report is to provide engineering support to fund improvements in the

District. This Report will identify the proposed public infrastrncture to be constructed or

acquired by the District along with an opinion of probable cost.

Contained  within  this Report is  a  brief description  of the  public infrastructure to	be

constructed  or  acquired  by the  District.  The District will  finance,  construct,  acquire,

operate, and maintain all or specific portions of the proposed public infrastructure. An

assessment methodology consultant has been retained by the District, who will develop the

assessment and financing methodology to be applied using this Report.

Page2

The predominant portion of this  Report provides  descriptions  of the proposed public

infrastructure improvements, determination of estimated probable constmction costs, and

the	corresponding	benefits	associated	with	the	implementation	of	the	described

improvements.	Detailed  site  construction  plans  and  specifications  have  not  yet  been

completed	and  permitted	for	the  improvements	described	herein.	The	engineer  has

considered, and in specific instances has relied upon, the information and documentation

prepared or supplied by others, and info1mation that may have been provided by public

entities, public employees, the landowner, site constmction contractors, other engineering

professionals,	land	surveyors,	the	District	Board	of  Supervisors,	and	its	staff  and

consultants.

III.	THE DEVELOPMENT

The development will consist of 543 single family homes and associated infrastrncture

("Development"). The Development is a planned residential community is located north of

North Blvd East and east of Hwy 17-92 N partially within the County and paitially within

the City. The Development has received zoning approval by the City and County. PUD

approval shall be obtained prior to plan submission to the City, and the property has an

underlying Future Land Use Designation of RM (Residential Medium) in the City and

Coutny. The development will be constructed in three (3) phases.

IV.

THE CAPITAL IMPROVEMENTS		
The Capital Improvement Plan, (the "CIP''), consists of public infrastructure in Phases l,		
2,  and  3.	The primary poitions  of the  CIP will  entail  stormwater pond construction,		
roadways	built  to  an	11	urban	11	typical  section,  water  and  sewer  facilities  and  off-site		
							
improvements (including turn lanes and extension of water and sewer mains to serve the		
development).						

Page 3

V.

There will also be stormwater structures and conveyance culverts within the CIP which		
will outfall into the onKsite retention ponds, These structures and pond areas comprise the		
overall  stormwater  facilities  of  the  CIP.  Installation  of the  water  distribution  and		
wastewater collection system will also occur at this time. Below ground installation of		
power, telecommunications and cable TV will occm~	but will not be funded by the District.		
Installation of street lights within the public right of way will be funded by the District.		
As a pait of the recreational component of the CIP,	a public park/amenity	center will be		
				
constrncted adjacent to the entry road off US 17 M92.	The public park/amenity center will		
have  connectivity  via  sidewalks  to  the  other  p01tions  of  the  District.  The  public		
park/amenity center will be accessed by the public roadways and sidewalks.		
CAPITAL IMPROVEMENT PLAN COMPONENTS			
The Capital Improvement Plan includes the following:			
Stormwater Manar:ement Facilities				
Stormwater management facilities consisting of storm conveyance systems and retention		
ponds al'e contained within the District boundaries. St011nwater runs off via roadway curb		
and gutter to st01m inlets. Storm culvelis convey the runoff into the proposed retention		
ponds for water quality treatment and attenuation. The proposed stormwater systems will		
utilize dry retention and wet retention for biological pollutant assimilation to achieve water		
quality treatment. The design criteria for the District's stormwater management systems is		
regulated by the City, the County, and the SWFWMD. There are no known surface waters,		
but there are natural wetlands on or immediately adjacent to the Development.		
Federal Emergency Management Agency Flood Insurance Rate Map (FEMA FIRM) Panel		
No. 12105Cw0240G (dated 12/22/2016) demonstrates that the majority of	the property is		
located within Flood Zone X and the remainder in Flood Zone A. Based on this information		
and the site topography, it does appear that floodplain compensation will be required.		

Page 4

During  the  constrnction  of stormwater	management  facilities,  utilities  and  roadway		
					
improvements,  the  contractor  will  be  required	to  adhere  to  a  Stormwater  Pollution		
				
Prevention Plan (SWPPP) as required by Florida Department of Environmental Protection		
(FDEP) as delegated by the Environmental Protection Agency (EPA). The SWPPP will be		
prepared to depict for the contractor the proposed locations of required erosion control		
measures and staked turbidity ban-iers specifically	along the down gradient side of any		
			
proposed constrnction activity. The site contractor will be required to provide the necessaiy		
rep01ting on various forms associated with erosion control, its maintenance and any rainfall		
events that occur during construction activity.				

Public

Roadways

The proposed public roadway sections are to be 50' R/W	with 24' of asphalt and Miami		
curb or Type F curb and gutter on both sides. The proposed	roadway section will consist of		
				
stabilized subgrade, lime rock, crushed concrete or cement treated base and asphalt wearing		
surface. The proposed curb is to be 2' wide and placed along the edge of the proposed		
roadway section for purposes of protecting the integrity of the pavement and also to provide		
stormwater runoff conveyance to the proposed	stormwater inlets. Underdrain is provided		
					
as necessary to control groundwater and protect the roadway base material.		
The proposed roadways will also require signing and pavement	markings within the public		
			
rights-of-way, as well as street signs depicting street name identifications, and addressing,		
which will be utilized by the residents and public, As stated above, the District's funding		
of roadway construction will occur for all public roadways.			

Page 5

Water

and Wastewater Facilities

A  potable  water  system  inclusive  of  water  main,  gate  valves,  fire  hydrants  and		
appurtenances will be installed for the Development. The water service provider will be		
the City of Davenp01t Public Utilities. The water system will be a	11	looped	11	system. These		
						
facilities will be installed within the proposed public rights-of-way within the District. This		
water will provide the potable (domestic) and fire protection services which will serve the		
entire District.							
A domestic wastewater collection system inclusive of gravity sanitary sewer mains and		
sewer laterals will be installed. The gravity sanitary sewer mains will be 8	11	diameter PVC.		
					
The gravity sanitary sewer lines will be placed inside of the proposed public rights-of-way,		
under the proposed paved roadways. Branching off from these sewer lines will be laterals		
to serve the individual lots. A lift station is anticipated for this CIP. Flow from the lift station		
shall be connected to an existing force main n01theast of the site.							
Reclaimed water is not available for this site. An frrigation well to be funded by the District		
will be installed onsite to provide irrigation within the public right of way or irrigation		
water service shall be provided as pad of the domestic water system design. Any water,		
sewe1~ or reclaim water pipes or facilities placed on private prope1ty will not be publicly		
funded.							

Page6

Off"Site Improvements			
The	District will provide funding for the anticipated turn lanes at the development entrance.	
The	site construction activities associated with the CIP are anticipated for completion by	
phases based on the following estimated schedule: Phase 1 in 2019; Phase 2 in 2020; Phase	
3 in	2021. Upon completion	of each phase	of these improvements, inspection/certifications	
wiH	be  obtained  from  the	SWFWMD;	the  Polk  County  Health  Depa1iment  (water	
distribution system), Florida Department of Environmental Protection (FDEP) (wastewater	
collection) and the City/County.		

Amenities and Parks		
The District will provide funding for an Amenity Center to include the following: parking	
area, pavilion with restroom facilities, pool, tot lot, dog park/all"purpose play field,	and	
walking trails between the phases to provide connectivity to the Amenity Center.		

Electric

ancl

Lie;hting

The electric distribution system thm the District is currently planned to be underground. The	
Dish'ict presently intends to fund and constrnct the electric conduit, transformer/cabinet	
pads,  and  electric manholes required  by DUKE. Electric facilities  will be  owned and	
maintained by DUKE after dedication, with DUKE providing underground electrical service	
to the Development. The CDD presently intends to	fund the cost to purchase and install the	
street lighting along the internal roadways within	the CDD. These lights will be owned,	
operated and maintained by DUKE after dedication, with the District funding maintenance	
services.		

Page 7

Entry Feature

Landscaping, inigation, entry features and walls at the entrances and along the outside

boundary of the Development will be provided by the District. The iITigation system will

use an irrigation well. The well and irrigation watermains to the various phases of the

development will be constructed or acquired by the CDD with District funds and operated

and maintained by the CDD. Landscaping for the roadways will consist of sod, annual

flowers, shrubs, ground cover and trees for the internal roadways within the CDD. Perimeter

fencing will be provided at the site entrances and perimeters. These items will be funded,

owned and maintained by the CDD.

Miscellaneous

The stormwater improvements,  landscaping and  irrigation, recreational improvements,

street lighting, and certain permits and professional fees as described in this report, are

being financed by the District with the intention for benefiting all of the developable real

property within the District. The construction and maintenance of the proposed public

improvements will benefit the development for the intended use as a single-family planned

development.

Page 8

VI.	PERMITTING

Construction permits for all phases are required and include the SWFWMD Environmental

Resource	Permit	(ERP),	Polk	County	Health	Department,	Florida	Department	of

Environmental Protection (FDEP), Anny Corps of Engineer Permit (ACOE),  and  City

construction plan approval.

Following is a summary of required permits obtained and pending for the

the public infrastructure improvements for the District:

constrnction

of

PHASE 1

Permits I Approvals

Zoning Approval

Preliminary Plat

SWFWMDERP

Construction Permits

Polk County Health Deparhnent Water

FDEP Sewer

FDEPNOI

ACOE

PHASE2

Pc1·mits I Approvals

Zoning Approval

Preliminaty Plat

SWFWMDERP

Construction Permits

Polk County Health Department Water

FDEP Sewer

FDEPNOI

ACOE

Approval/ Expected Date

September 2018

November 2018

January 2019

January 2019

Januaty 2019

Januaty 2019

Januaty 2019

Januaty2019

Approval/ Expected Date

September 2018

November 2019

Januaty 2019/Janumy 2020

January 2019

January 2019

January 2019

January 2019

Januaty2019

Page 9

PHASE3

Permits / Approvals

Zoning Approval

Preliminary Plat

SWFWMDERP

Construction Permits

Polk County Health Depaiiment Water

FDEP Sewer

FDEPNOI

ACOE

Approval / Expected Date

Septembel' 2018

November2019

January 2019/January 2020

January 2019

Januaiy 2019

January 2019

January 2019

Janua1y 2019

VII.    RECOMMENDATION			
As previously described within this report, the public infrastrncture as described is necessary		
for the development and functional operation as required  by the City. The site planning,		
engineering design and constrnction plans for the infrastrncture	are in accordance with the		
			
applicable requirements of the City of Davenport, and the SWFWMD. It should be noted		
that the infrastrncture will provide its intended use and function so long as the construction		
and  installation  is  in  substantial  conformance  with  the  design  construction  plans  and		
regulatory permits.			

Items utilized in the Opinion ofProbable Costs for infrastmcture as shown on constmction drawings cunent SWFWMD and the City regul~tions.

this report are

incorporating

based upon proposed

specifications in the

plan

most

VIII.   REPORT MODIFICATION					
During  development  and  implementation	of the  public  infrastrncture	improvements  as		
				
described for the District, it may be necessary to make modifications	and/or deviations for		
				
the plans, However, if such deviations and/or revisions do not change the overall primary		
objective of the plan for such improvements, then the costs differences would not materially		
affect the proposed cost estimates.					
Page 10					

IX.	CONCLUSION						
	It is our professional opinion that the public infrastructure costs for the CIP provided in this		
	Report  are  reasonable	to	complete  the  construction	of	the  public  infrastrncture		
							
	improvements. Futthermore, the public infrastructure improvements will benefit and add		
	value to lands within the District at least equal to the costs of such improvements.		
	The  Opinion  of Probable  Costs of the public infrastrncture	improvements  is  only  an		
				
	estimate and is not a guaranteed maximum price. The estimated costs are based upon unit		
	prices currently experienced on an ongoing and similar basis for work in the  County.		
	However, labor market, future costs of equipment, materials, changes to the regulatory		
	permitting  agencies  activities,  and the  actual  construction processes  employed  by the		
	chosen site conh·actor are beyond the engineer's control. Due to this inherent opportunity		
	for changes (upward or downward) in the construction costs, the total, final construction		
	cost may be more or less than this estimate.				
	Based upon the presumption that the CIP construction continues in a timely manner, it is		
	our  professional  opinion  that  the  proposed  public  infrastructure  improvements  when		
	constructed  and  built  in  substantial  conformance  with  the  approved  plans  and		
	specifications, can be completed and used for their intended function. Be advised that we		
	have utilized historical costs and direct unit costs from site contractors and consultants in		
	the County, which we believe to be necessary in order to facilitate accuracy associated with		
	the Opinion ofProbable Costs. Based upon the information above, it is our professional		
	opinion that the acquisition and constrnction costs of the proposed CIP can be completed		
	at the cost as stated.						

Page

11

			..		
			,.		
			.....		
		,,.	;		
Parcel ro Numbers	1:			
t .	272634-000000--022030	r:;			
2.	272634-000000-022020	,---	-~		
					
3.   272635-000000-0410				
4.	272703-713500-010031				
5.	272703-000000-011000				
6.	272703-713500-010200				
7.	2n703-713500-010294	~	3		
8.   272703-713500-010282		2		
9.	272703-713500--010220				

10.	272703-71 3500-010231
11.	272702-713000--030172

PROPOSED CDD
DISTRICT

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	~~· .	.....	Oi'F!Ce: (863) 940-2040		
	0.:		FAX:	(863) 940-2044		
-Wood ~,-.,r		CELL:	(663) 662-0018		
-	Engineenng.	1925 BARTOW ROAD		
	-	u.c	LAKELAND. Fl 33801		

DENNIS WOOD,  PROFESSIONAL ENGINEER

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EXHIBIT 1

NORTH POWERLINE RD CDD

LOCATION MAP

NO

SCALE

EMAIL: dennis@woodcivil.com

LEGAL DESCRIPTION

PARCEL 1 (272634-000000-022030)

THE SE-1/4 of SE-1/4 OF SECTION 34, LESS THE SOUTH 933.34 FEET OF THE EAST 933.34 FEET THEREOF, OF SECTION 34, TOWNSHIP 26 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 2 (272634-000000-022020)

THE SOUTH 933.34 FEET OF THE EAST 933.34 FEET OF THE SOUTHEAST ¼ OF SOUTHEAST ¼ OF SECTION 34, TOWNSHIP 26 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 3 (272635-000000·044010)

THE SW-1/4 OF SW-1/4 OF SECTION 35, ALL IN TOWNSHIP 26 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 4 (272703-713500·010031)

PARCEL "A": FROM THE NE CORNER OF THE NW¼ OFTHE NE¼ OF SECTION 3, TOWNSHIP 275, RANGE 27E, POLK COUNTY, FLORIDA, RUN WEST, ALONG THE NORTH LINE OF SAID SECTION 3, 595.8 FT., TO THE EASTERLY RIGHT-OF-WAY LINEOF US HIGHWAY NO. 17 & 92; RUN THENCE S-12°46130"-W, ALONG RIGHT-OF-WAY, 125.0

FT.; RUN THENCE EAST, PARALLEL TO THE NORTH LINE OF SAID SECTION 3, 625.95 FT., TO A POINT ON THE EAST LINE OF SAID NW¼ RUN THENCE NORTH, ALONG SAID EAST LINE, 121.91 FT., TO POINT OF BEGINNING.

SUBJECT TO ANY EXISTING DEDICATIONS OF ROAD RIGHT-OF-WAYS IN FLORIDA DEVELOPMENT COMPANY'S PLAT OF SAID SECTION 3. ANO PARCEL "B" FROM THE NE CORNER OF THE NW ¼ OF THE NE ¼ OF SECTION 3 TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, RUN WEST, ALONG THE NORTH LINE OF SAID SECTION 3, 595.8 FT., TO THE EASTERLY RIGHT-OF-WAY LINE OF US HIGHWAY NO. 17 & 92; RUN THENCE S-12°46'30"W,- ALONG SAID RIGHT OF WAY LINE, 125.0 FT., TO THE POINT OF BEGINNING; RUN THENCE EAST,

PARALLEL TO THE NORTH LINE OF SAID SECTION 3, 625.95 FT., TO A POINT ON THE EAST LINE OF SAID NW ¼ OF NE 1/4; RUN THENCE SOUTH, ALONG SAID EAST LINE, 390.33 FT; RUN THENCE N-77°13'30''-704W,.65 FT., TO THE EAST RIGHT-OF-WAY LINE OF SAID HIGHWAY; RUN THENCE N-12°46'30"-E,241.4 FT., TO THE POINT OF BEGINNING.

PARCEL 5 (272703-000000·011000)
THE NE¼ OF NE¼  OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 6 (272703-713500·010200)

FLA DEVELOPMENT CO SUB PB 3 PGS 60 TO 63 TRACTS 20, 21 LESS N 15 FT FOR ROAD R/W ALL IN NE ¼ OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 7 (272703-713500·010294)

FLA DEVELOPMENT CO SUB PLAT BOOK 3, PAGES 60 TO 63, TRACT 29, NORTH ½ NORTH OF CLAY ROAD IN NE ¼ OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA.

PARCEL 8 (272703-713500-010282)
FLA DEVELOPMENT CO SUB PB 3 PGS 60 TO 63, SOUTH ½  TRACT 28 IN NEl/4 SECTION 3, TOWNSHIP 27 SOUTH,
-	RANGE 27 EAST, POLK COUNTY, FLORIDA.	-		
-			SEE PAGE 2 FOR CONTINUATION-		
	~~	OFFICE: (863) 940-2040	EXHIBIT 2		
D ennls   a: ~~!ti~	FAX:(863) 940.2044			
_.	Yi. ood ,:s~   ..:,..,,	CELL:(86)) 662·0018	NORTH  POWERLINE RD  COD		
	Englneel'lng  192s BARTOW ROAD			
		LEGAL DESCRIPTION		
	,_	lLOLAKELAND, FL 3380 I			

DENNIS WOOD, PROFESSIONAL ENGINEER
EMAIL: dennls@woodclvll.com

PAGE  1 OF 2

PARCEL 9 (272703-713500-010220)

TRACT 22 LESS NORTH 15 FEET AND TRACT 27 LESS SOUTH 15 FEET IN FLORIDA DEVELOPMENT COMPANiS SUBDIVISION, ACCORDING TO MAP OR-PLAT THEREOF RECORDED IN PLAT BOOK 3, PAGES 60 TO 63, IN SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, PUBLIC RECORDS OF POLK COUNTY, FLORIDA.

PARCEL 10 (272703-713500·010231)

LOT 23, LESSTHE SOUTH 100 FEET OF THE WEST 84.74 THEREOF AND LESS THE NORTH 15 FEET THEREOF, LOT 24 LESS THE NORTH 15 FEET THEREOF; THE EAST¾ OF LOT 26 AND ALL OF LOT 25, LESS THE SOUTH 15 FEET OF SAID LOTS, ALL LYING AND BEING IN THE NORTHEAST QUARTER OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, BEING A PART OF FLORIDA DEVELOPMENT COMPANY SUBDIVISION, AS RECORDED IN PLAT BOOK 3, PAGES 60-63, OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, SUBJECT TO AN EASEMENT AS SHOWN ON PLAT 30 FEET IN WIDTH, 15 FEET ALONG THE EAST BOUNDARY OF THE NORTHEAST QUARTER OF SECTION 3, AND 15 FEET ALONG THE WEST BOUNDARY OF

THE NORTHWEST QUARTER OF SECTION 2.

NOTE: SUBJECT TO AN EASEMENT TO FLORIDA POWER CO. FOR POWER LINE AS OF RECORD AND/OR IN USE.

PARCEL 11 (272702-713000-030172)
LOTS 17, 18 AND THE NORTH¾ OF LOT 19, LESS THE NORTH 15 FEET OF SAID LOTS; LOT 32 AND THE WEST
ONE MALF OF LOT 31, LESS THE SOUTH 15 FEET OF SAID LOTS, ALL LYING AND BEING IN THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, BEING A PART OF THE FLORIDA DEVELOPMENT COMPANY SUBDIVISION, AS RECORDED IN PLAT BOOK 3, PAGES 60 TO 63, OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, SUBJECT TO AN EASEMENT ASSHOWN ON PLAT 30 FEET IN WIDTH, 15 FEET ALONG THE EAST BOUNDARY OF THE NORTHEAST QUARTER OF SECTION 3, AND 15 FEET ALONG THE WEST BOUNDARY OF THE NORTHWEST QUARTER OF SECTION 2.

NOTE: SUBJECT TO AN EASEMENT TO FLORIDA POWER CO. FOR POWER LINE AS OF RECORD AND/OR IN USE.

CONTAINING 190.56 ACRES MORE OR LESS.

-			-		
-			-		
, r ·	OFFICE: (863) 940-2040	EXHIBIT 2		
Dennls   (P-    •   ·  -	FAX:	!863! 940.200			
-    yy_ood '•~{  , ·	cm:	(863! 662-001a			
5			NORTH  POWERLINE RD  COD		
Engineering   1925 BARTOW ROAD			
	LEGAL DESCRIPTION		
-	LLQ   LAKELAND, FL 3380I			

DENNIS WOOD, PROFESSIONAL ENGINEER
EMAIL: dennls@woodclvll.com

PAGE 2 OF 2

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EXHIBIT 3

NORTH POWERLINE RD COD

DISTRICT BOUNDARY MAP

NO

SCALE

EMAIL: dennis@woodcivil.com

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		NORTH POWERLINE RD COD		
W ood ~	.c-.	, AX:	(663) 940-2044	C:::J CONSERVATION  (OTY OF DAVENPORTI			
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		!.__J RESIDENTIAL MEDIUM (CITY OF DAVENPORTI			
-	LLC	LAKELAND, FL 33801				

DENNIS WOOD. PROFESSIONAL ENGINEER

EMAIL: dennis@woodcivil.com

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Wood T	.		FAX:	(863) 940-2044	~			
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-	Engineering				MF3•  MULTIFAMILY (CITY OF DAVENPORTI		
		1925	BARTOW ROAD				
									
	-		LLCLAKELAND, FL 33801				

EXHIBITS

NORTH POWERLINE RD COD

ZONING MAP

DENNIS WOOD, PROFESSIONAL ENGINEER

EMAIL: dennis@woodcivil.com

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-		~ .,:;,	FAX:	(863) 940-2044	_---  FLOW  DIRECTION				
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	DENNIS WOOD, PROFESSIONAL ENGINEER					
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	V!,ood 1	'·.,	CEU:  1  1	--0°	18						
					863	662									
		Engi~ring	192s BARrow ROAD	-- (w)  -- exisnNG 6" wATER MAIN 1CITY oF oAveNPORn	WATER & SEWER		
		-		w:	LAKElANO.FL 33801	-- (S)  -- EXISTING 8" GRAVITY SEWER t,',AlN(OiY OF OAVENPORTI	CITY OF DAVENPO  T		
	DENNIS WOOD. PROFESSIONAL ENGINEER						R		
EMAIL: dennis@woodcivil.com

I N

NO

SCALE

Exhibit

7

North

Powerline

Rd

Community Development

District

Summary

of

Proposed

District

Facilities

District Infrastructure

Entry Feature & Signage

Stormwater Facilities

Lift Stations/Water/Sewer

Street Lighting/Conduit

Road Construction

Parks & Amenities

Offsite Improvements

Construction

District

District

District

District

District

District

District

ownership

District

District

City of Davenport

Duke

District

District

FDOT

Capital Financing*

District Bonds

District Bonds

District Bonds

District Bonds

District Bonds

District Bonds

District Bonds

Operation and

Maintenance

District

District

City of Davenport

Duke

District

District

FDOT

*Costs not funded by bonds will be funded by the developer

Exhibit

8

North

Powerline

Rd

Community

Development

District

Summary

of

Probable

Cost

		Infrastructure							
Offslte Im	rovementsf	1		5	7	11						
			H	l(	H	1						
Stormwater Management	1	2	3	5	6	Jl71		
	t	HH ll	H			
Utilities (Water, Sewer,	& Street Lighting)		
(1) (5)(7) (9)(11)																				
1	4	5		7	J															
Roadway < )(  )(	lt																
			1	l(	7	911	I													
Entry Feature <		)(sJ															
						1	7	11	1								
Parks and Amenities <	H H									
Contln  enc	(lll																	

Phase 1 (197 Lots}	
	2018-2023	
$	220,000.00	
$2,600,000.00	
$1,500,000.00	
$	940,000.00	
$	200,000.00	
$		

Phase 2 {166 Lots}	
	2019-2024	
$	-0-	
$2,160,000.00	
$1,020,000.00	
$	790,000.00	
$	-0-	
$		

Phase 3 (180 Lots}	
	2020-2025	
$	-0-	
$2,400,000.00	
$	1,100,000.00	
$	860,000.00	
$	-0-	
$		

	Total	
	{543 Lots}	
$	220,000.00	
$7,160,000.00	
$	3,620,000.00	
$2,590,000.00	
$	200,000.00	
$	800,000.00	
	730 500.00	

Notes:

1.

sewer

2.

3.

4.

5.

6.

7.

8.

9.

Infrastructure consists of roadway improvements, Stormwater management facilities, master

sanitary	lift station and utilities, entry feature, landscaping and signage, and
neighborhood parks.

Excludes grading of each lot in conjunction with home construction, which will be provided by

home builder.

Includes Stormwater pond excavation.

Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.

Includes subdivision infrastructure and civil/site engineering.

Stormwater does not include grading associated with building pads.

Estimates are based on 2018 cost.

Includes entry features, signage, hardscape, landscape, irrigation and fencing.

CDD will enter into a Lighting Agreement with Duke Energy for the street light poles and lighting

10.

11.

service.

Estimates based on 543 lots.

The costs associated with the

entire project (All phases).

Infrastructure are a master cost and

is

effectively shared

by

the

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POLK COUNTY. FLORIOA

North

Community

Powerline Road

Development District

Assessment Methodology

FISHKIND

&

ASSOCIATES

MASTER

ASSESSMENT

METHODOLOGY

REPORT

NORTH

POWERLINE

ROAD

COMMUNITY

DEVELOPMENT

DISTRICT

July

11,

2018

Prepared

for:

Members of the Board of Supervisors,		
North Powerline Road Community	Development		

District

Prepared

by:

Fishkind

&

Associates,

Inc.

12051

Corporate Boulevard

Orlando,

Florida

32817

NORTH

MASTER ASSESSMENT METHODOLOGY	REPORT		
		DISTRICT		
POWERLINE ROAD COMMUNITY DEVELOPMENT			

July

11,

2018

1.0

1.1

Introduction																												
Purpose																														
This  "Master	Assessment	Methodology Report,"		dated	July	11,	2018	("Methodology")		
provides	a system for the allocation	of	non-ad	valorem	special	assessments	securing	the		
repayment	of	bond	debt	planned to	be	issued	by		the		North Powerline Road	Community		
Development	District	("District") to	fund	beneficial	public	infrastructure improvements and		
facilities.		The	Methodology	described	herein	has	two	goals: (1)	quantifying the	special		
benefits	received  by	properties within	the	District	as	a	result	of the installation	of	the		
District'simprovements and facilities,	and (2)	equitably	allocating the	costs incurred	by	the		
District to	provide	these		benefits	to  properties	in  the	District.	The	District plans		to		
implement	a	capital	improvement	program ("CIP")	that will allow	for the	development	of		
										
property	within	the District.	The District plans to fund	the	majority	of	its CIP through bond		
debt financing.	This bond	debt will be repaid	from	the	proceeds	of	non-ad valorem	special		
assessments	levied	by the	District'sBoard of	Supervisors.	These special	assessments	will		
serve as liens	against properties within	the	boundary	of the District that receive a	special		
benefit from the CIP.	This	Methodology is		designed		to	conform	to	the	requirements	of		
													
Chapters 170,	190,	and	197	of the	Florida	Statutes with	respect	to	special assessments		
and is consistent with	our	understanding of the	case law on this subject.							

1.2

Background												
The	District	includes	approximately	190.56 gross acres	of property within	its	boundaries.	
The	District	is generally located to	the east of Highway	17-92 North and	to	the	north of	
North Boulevard	East within	both Polk County and the City of Davenport,	Florida.	At build-	
out,	the	District	is expected	to contain 543 single-family	lots, recreation	areas,	parks,	and	
related	infrastructure.	The	land use	plan for the District	is found in Table	1 (all	tables	are	
found in the attached	Appendix).									

1.3

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

1.4

Requirements of a Valid Assessment	Methodology											
													
For special assessments to be valid under Florida law,	there are	two requirements.	First,		
			for via		
the properties assessed must receive a special benefit	from the	improvements paid			
the assessments.  Second, the assessments must be fairly and	reasonably allocated to the		
properties being assessed.														
If these two characteristics of	valid  special assessments are	adhered to,  Florida	law		
				in		
provides some latitude to legislative bodies, such as the	District'sBoard of Supervisors,			
				
approving special assessments.	Indeed,	Florida courts	have found that the mathematical		
perfection of calculating special	benefit	is	likely impossible.	Only	Board	was		
					if the District's						
to act in an arbitrary, capricious, or grossly unfair fashion	would	its assessment	methods		
								
be overturned.														

1.5

Special	Benefits and	General	Benefits							
											
The	new infrastructure	improvements included in	the	CIP create both:	(1) special	benefits		
								
to the developable property within the District and	(2)	general benefits to properties outside		
the	District.	However,	as discussed	below, these general benefits are	incidental in nature		
and	are	readily	distinguishable	from	the special benefits which	accrue	to the developable		
property	within	the District.	The CIP described	in the District	Engineer'sReport	enables		

2

the

developable

property

within

the

District

to

be

developed.

Without

the

CIP,

there

would

be

no

infrastructure

to

support

development

of

the

developable

property

within

the

District.

There

is

no

doubt

that the

general

public,

and

property

owners

outside

the

District,

will

benefit

from

the

provision

of

the

CIP.

However,

these

benefits

are

incidental

to

the

CIP,

which

is

designed

solely

to

meet

the

needs

of

the

District.

Lands

outside

the

District do

not

depend

upon

the

CIP

to

obtain,

or

to

maintain,

their

development

entitlements.

This

fact

alone

clearly

distinguishes

the

special benefits

which

developable

property

in

the

District

receive

compared

to

those

lying

outside

of

the

boundaries

of the

District.

Finally,

as

shown

in

Table

2,

the

estimated

cost

of

the

CIP

is

$15,320,500.

The

District

plans

to

issue	bonds

to

fund	these

costs,

with

total

bond

principal

estimated

at

$20,630,000.

Following

the

installation

of

the

District'sCIP

(as

outlined

in

Table

1

in

the

Engineer's

Report),

there

will

be

an

estimated

190.56

gross

acres

within

the

District.

Therefore,

the

average

cost

of

the

District'sCIP,

per

gross

acre,

is

$108,260

on

an

as-

financed

basis.

According

to

data

from

the

Polk

County

Property

Appraiser

("PA"),

the

fair

market

value

of

the

land

in

the

District currently

averages

$4,583

per

acre.

Therefore,

as

illustrated

in

the table

immediately

below,

the total

cost

of

the

land

with

the

proposed

improvements

implemented

is

approximately

$112,843

per

acre.

Demonstration

of

Special

Benefit

for

Properties in

the

District

Category		
Maximum Bonds Necessary to Fund CIP	
Gross Acres within District*		
CIP Financed Cost Per Gross Acre		
Value of Unimproved Land/Acre**		
Total Cost of Improved Land per	Acre	

Amount

$20,630,000

190.56

$108,260

$4,583

$112,843

Est. Minimum Value of Finished Home and Lot Value of Lot@ 25%

Density/Gross Acre

Est. Value of Finished Lots/Land per Acre Net Benefit per Acre from COD Improvements

$250,000

$62,500

2.85

$178,094

$65,251

*Source:

Dennis

Wood

Engineering,

LLC.

**2017

Value

provided

by

the

Polk

County

Property

Appraiser

for

District

Parcels

3

2.0

Based	on  the	land	development	plan,  and	market research	by the	District's Financial		
Advisor	("FA"),	the	estimated average value	for a	single-family	home	to	be	developed	in		
												
the District will	average $250,000.	The typical relationship	between	the total	price of	a new		
home	and its finished lot is 25%.	So, the average	home	lot in	the	District is expected	to		
have	a	retail value of $62,500.														
The land use	plan	anticipates	a	gross residential	density of 2.85	units	per gross	acre.		
Therefore, the	average value per gross-acre	for properties developed into	residential	lots is		
$178,094.  Thus, the estimated net special benefit to District lands is $65,251 per acre.	In		
other	words, the installation of	the CIP will increase the market value of the land within the		
District	in excess of	the cost of	the assessments.											
CIP Plan of Finance														

2.1

Phased	Infrastructure	Installation																						
The	District will install its		public infrastructure and	improvements	on	a phased basis,	as		
outlined	in	more detail	in	the	"North	Powerline	Road  Community Development District		
Engineer'sReport for	Capital Improvements," dated June	8,	2018	("Engineer'sReport"),	as		
prepared  by  Dennis	Wood  Engineering,	LLC  ("District	Engineer").	As	outlined	in	the		
Engineer'sReport,	the	District	will install	the infrastructure	necessary to	serve the	lands		
within Phases	1, 2,	and	3.	A description of the	boundaries	of	the	District, which includes		
Phases	1,	2,	and	3,	is	found	attached		as	Exhibit "A."	The	District infrastructure	and		
																
improvements	for Phase	1 are	designed	to	serve	Phase 1, with	components of Phase 1		
development benefitting	Phase	2 and Phase 3 as	detailed	in	the					Report.	The		
						Engineer's					
District	infrastructure	and		improvements	for	Phase	2	are designed	to	serve	and specially		
benefit	the	lands within Phase 2 and	the	same is	true	for	the Phase	3 District	infrastructure		
and	improvements.		The	estimated	costs	of the	Phase	1,	2,	and	3 District	infrastructure		
and	improvements	(and	the estimated	costs for	the District'sentire CIP)	are	presented	in		
										
Table 2.	It	is important to	note	that the	Capital Improvement	Plan costs are	provided	with		
respect	to	the timing	of	the costs on	a phased basis	as	well	as an allocation basis	based		
on the	District	Engineer'scomment regarding the "master costs" of	development which are		
shared	by	the	entire project.																							

4

2.2

Bond Requirements

The District intends to finance	the majority of	its	CIP by issuing	bonds.	These bonds	will		
be issued	in	several	series, as	development progresses within the District.	The District's		
first series	of	bonds	is expected to	be	issued in	the	2019 calendar year	("Series 2019		
Bonds")	and			will		help	fund		the	costs	of	the	Phase	1 District	infrastructure	and		
																		
improvements.	The	District infrastructure	and	improvements for	Phase 1 are designed to		
serve	Phase	1,	with components of Phase 1	infrastructure improvements benefitting	Phase		
2 and	Phase		3 properties as	detailed  in	Table	2's CIP	Allocation.	Phase  2		District		
infrastructure	and	improvements will	be	assessed solely to properties located within	Phase		
2 and	the same is	true for the	Phase	3	District	infrastructure	and improvements. A	number		
of component	funds	comprise	the total		principal	of the	bonds to	be issued	by	the	District.		
These	funds	may		include but		are not	limited	to	acquisition and	construction,	capitalized		
interest,	a	debt service reserve,						discount,	and issuance	costs.							
			underwriter's															
An estimate	of the	initial	bond	issuances	required	to	fund	the Phase	1, 2,	and 3	District		
infrastructure		and	improvements is found	in	Table	3.	As bonds	are	issued	by the		District		
over time,	Fishkind	will issue supplemental assessment methodology	report(s) detailing the		
particulars	of	each	specific bond issue.	The	supplemental	report(s)	will detail the	terms,		
interest	rates,		and	costs	associated	with	a specific series	of bonds.	The supplemental		
report(s)	will		also		detail	the specific bond	debt	service assessments	for	properties	that		
have been assessed	to secure	each	bond	issuance.												

3.0

Assessment

Methodology

3.1

Assessment Foundation															
The assessment methodology	associated	with the allocation	of the costs of the CIP is a	
four-step  process.	First,	the	District Engineer	determines	the	costs for	the	District's	
infrastructure and related	improvements.	Second, an	estimate	of the	amount	of bonds	
required  to  finance	the  infrastructure	improvements	is	calculated.	Third,  the	District	
Engineer outlines which parcels benefit	from the	provision	of each phase of	infrastructure	
and  improvements.	Finally,	the	as-financed	costs	of	the	infrastructure	and	related	
improvements are allocated to	the	benefiting properties	based	on	the approximate	relative	
benefit each unit receives	as expressed	by that unit'sEquivalent	Residential	Unit	("ERU")	
Factor.																

5

3.2

In allocating	special	assessments	to benefiting property,		Florida	governments	have used	a	
variety of methods		including, but	not	limited	to,	front footage, area, trip rates,		equivalent	
residential	units,	dwelling	units,		and	acreage.	Fishkind	has	determined	that  an	
assessment	methodology	based	on	equivalent	residential	unit		("ERU")		values	is	
appropriate.		These	ERU	values equate the	benefit	received by	a stated amount of such	
particular	land	use	category	to the	benefit	received	by	a	typical	single-family	residence.	
The use of ERU	values	to	estimate	the benefit derived from infrastructure improvements	is	
recognized	as	a	simple,	fair,	and reasonable	method	for	apportioning benefit.	ERU values	
are a commonly	accepted	method	for calculating special	benefit	assessments	in	Florida.	
Here, Fishkind has	chosen to assign an	ERU	value of 1.0 to each	single-family lot.			
Allocation of	Specific Assessments																				
The CIP	cost		estimates	are	outlined	in	Table 2	and	described	in detail in	the		Engineer's	
Report.		The	maximum	amount	of	bonds	required	to	fund	the	Phase	1,	2,  and	3	
infrastructure	costs	has	been calculated	and	is shown in	Table 3.	The	bonds	principal and	
related	annual debt service	assessments	assigned	to	Phase	1, 2,	and	3	will	then	be	
equally	divided among the number	of lots	planned for	each phase.	The	resulting bonds	
principal	and	related annual	debt service assessments	for	Phase	1,	2,	and	3	and	each lot	
planned	for	these	phases	are shown	in	Table 4.	Table	4	becomes important	as	the land	
within a phase is platted,	as specific	bond	debt	service	assessments	will	be	assigned	to	
the individual	Development Units within	the	relevant phases at this time.							

3.3

Assignment of Specific Assessments														
Assessments securing	bonds issued to fund	Phase 1 properties will	initially be assigned	to		
Phase	1 properties on	an equal per-gross	acre basis.	Similarly,	assessments	securing		
										
bonds	issued to fund	Phase 2 properties will initially be	assigned to	Phase 2 properties	on		
							
an equal per-gross acre basis and the	same is true		for	the Phase	3 properties.	The		
									
assessments for each phase	will then be	equally divided among the lots within that phase,		
as property	is initially platted.	The final assignment of	bond debt	to	a	specific lot does not		
take place	until the	land containing that	lot	is platted		(a	platted	single-family lot will	be		
referred to	herein as	a "Development Unit").	The specific	bond	debt	assessment that	is		
assigned to	platted Development Units will be detailed	in one or more	future supplemental		
assessment	reports,	in  accordance with	the	principles and  allocations set forth  in	this		
Methodology.																	

6

3.4

True-Up	Mechanism																																
In order	to	ensure that the	District'sbond	debt	will	not build	up	on	the	unplatted	land within		
each	phase,	the District	shall periodically	apply	a	"true-up"	test.	Initially, District bond debt		
shall	be	allocated to	each		phase as	outlined	in Table	3.	This	bonds debt	shall,	prior	to		
platting,	be allocated	equally	to each	of	the gross	acres	within	each phase.	As property	is		
platted,	"true-up"	or	density reduction	payments	may	become	due	based upon	the	amount		
of bond	debt	assessments	initially	assigned to	each	phase.		For	example,	as	outlined	in		
Table 3,	it	is	estimated	that	$7,270,000 in bonds	principal	will be	allocated	to	Phase 1	at		
the time	of	issuance.	This	$7,270,000	in	bonds	principal	is	expected to	be  allocated		
equally	to	the 197	lots	planned	for Phase	1	at	the	time	Phase	1 is platted.	However,		
should it	happen	at	the	time of platting	that	only	196	lots have been	identified in the plat,		
the owner	of	the	Phase		1	lands at	the	time	of	platting	will	be	required to make a	true-up		
payment	to the	District	equal to	the	bonds	principal	assessment	assigned	to	one single-		
family residence.	The same is also true	for the	lands	within	Phases	2 and 3.								
The	bonds	principal	true-up	test	shall be	applied	at	the	completion	of the platting	of 50%,		
75%, 90%,	and	100% of	the	gross acreage	within	each	phase.	The specific	details for the		
true-up		test		for	each		phase	will	be	outlined	in	future	supplemental	assessment		
																				
methodology	reports. It		is	the responsibility of the		landowner	of	record of	the affected		
parcel to	make	or cause	to	be	made	any	required	true-up	payments due.		This	true-up		
obligation runs	with		the	land within	the	District.		The	District	will	not	release	any liens	on		
property	for	which true-up	payments	are	due	until	provision		for	such payment has	been		
satisfactorily		made.																																		
In the event	that	additional	land	not currently subject to	the assessments required to	repay		
the debt	associated	with	the CIP	is	developed	in	such a manner as to receive	special		
benefit	from		the	CIP, it	is	contemplated that this	Methodology will be	re-applied to	include		
such	new	parcels.		The	additional	land,	as	a result	of	applying this	Methodology, will	be		
allocated	an		appropriate	share	of	the	special	assessments,		with	all	previously-assessed		
parcels	receiving	a	relative	adjustment in	their	assessment	levels.											

4.0

Contribution	of District Infrastructure and/or	Improvements				
The  costs	of	the	District's CIP  will	likely be	funded  by	two	mechanisms.	The  first	
mechanism	is the	issuance of special	assessment bonds.	The	second	mechanism is the	
contribution	of funds	or CIP components to the	District ("Contribution").	Property owners	
within the District	will	have the opportunity to make such a	Contribution	upon	approval by	
the District.											

7

A

District

property

owner'sContribution

will

give

rise

to

assessment

credits

that can

be

applied

by

the

property

owner

to

reduce

or

eliminate bond

debt

service

assessments

that

would

otherwise

be

assigned

to

lands

within

the

District

to

fund

the

costs

of

the

CIP.

Prior

to

a

property

owner

reducing

or

eliminating

bond

debt

service assessments

through

a

Contribution,

it  must

be

shown

that

the

improvements

funded

or

contributed

by

the

property

owner

are

a

component

of

the

CIP,

as

outlined

in

the

Engineer'sReport.

The

property

owner will

be

permitted to

apply

assessment

credits

equal

to

the

value

of

the

Contribution

plus

the

costs

of

financing

the

improvement(s)

that

would

otherwise

have

been

incurred

by

the

District

if

the

District

were

required

to

issue

bonds

to

fund

or

acquire

the

improvement(s)

(such

that

the

property

would

not

be

responsible

for

bond

financing

costs

if

the

Contribution

was

made

prior

to

the

District'sissuance

of

special

assessment

bonds).

A

property

owner

possessing

assessment

credits

due

to

a

Contribution

will,

in

the

District'sdiscretion,

have

the

opportunity

to

use

the

assessment

credits

to

adjust

bond

debt

service

assessment

levels

of

Development

Units.

5.0

Preliminary

Assessment

Roll

The

table

below

outlines

the

maximum

bond

principal

assessment

per acre

for

the

lands

within

the

District.

A

description

of

the

land

within

the

District,

which

will

be

assessed

to

secure

the

repayment

of

the

District's

bonds,

is

found

in

Exhibit

"A",

below.

The

assessments

shall

be

paid

in

not

more

than

thirty

(30)

annual

installments.

Preliminary

Assessment

Roll

Parcel ID

272634000000022030

272634000000022020

272635000000044010

272703713500010031

272703000000011000

272703713500010200

272703713500010294

272703713500010282

272703713500010220

272703713500010231

272702713000030172

TOTAL

Initial

Gross

Acres

21.25

19.99

40.14

6.47

40.79

10.06

1.10

2.47

9.90

18.26

20.13

190.56

Total Bond	
Princigal	
$2,300,522	
$2,164,115	
$4,345,551	
$700,441	
$4,415,920	
$1,089,094	
$119,086	
$267,402	
$1,071,773	
$1,976,825	
~2,	179,271	
$20,630,000	

Bond

Princigal ger

Acre

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

$108,260

Net Total	
Bond Annual	
Assessment	
$176,168	
$165,722	
$332,771	
$53,638	
$338,160	
$83,400	
$9,	119	
$20,477	
$82,074	
$151,380	
~166,883	
$1,579,793	

Net Annual

Assessment

ger Acre

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

$8,290

Gross Total

Bond Annual

Assessment

$189,428

$178,196

$357,819

$57,675

$363,613

$89,677

$9,806

$22,018

$88,251

$162,774

~179,444

$1,698,702

Gross Annual

Assessment

ger Acre

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

$8,914

8

9

EXHIBIT "A"

DESCRIPTION OF DISTRICT

LANDS

PARCEL 1 (272634-000000·022030)	LESS THE	SOUTH 933,34	FEET OF THE EAST		
THE SE-1/4 of SE-1/4 OF SECTION 34,					
SECTION 34,  TOWNSHIP 26 SOUTH,	RANGE 27	EAST, POLK COUNTY,	FLORIDA.		

933.34

FEET

THEREOF,

OF

PARCEL 2 (272634-000000·022020)
nm SOUTH 933.34 FEET OF Tl-IE EAST
TOWNSHIP 26 SOUTH, RANGE 27 EAST,

933.34 FEET OF THE SOUTHEAST POLK COUNTY, FLORIDA.

¼

OF

SOUTHEAST

¼

OF

SECTION

34,

PARCEL 3 (272635-000000·044010)

THE SW-1/4 OF SW•l/4 OF SECTION

35,

ALL

IN

TOWNSHIP

26

SOUTH,

RANGE

27

EAST,

POLK

COUNTY,

FLORIDA.

PARCEL 4 f272703-713500,010031)

PARCEL "A": FROM TIIE NE CORNER

OF

THE NW¼

OF

THE

NE¼

OF

SECTION

31

TOWNSHIP

27S,

RANGE

27E,

POLK

COUNTY,	FLORIDA, RUN  WEST, AlONG HIE  NORTH	LINE OF	SAID	SECTION	3,		
RIGHT·OF·WAYLINE OF us HIGHWAY NO. 17 & 92; RUN THENCE s-12•45•30•	-w,		
	1			
				
FT.; RUN	THENCE EAST, PARALLEL TO THE NORTH LINE OF SAID SECTION 31	62S,95		

595.8 FT., TO HIE EASTERLY ALONG RIGHT-OF-WAY, 125,0
FT., TO A POINT ON THE EAST

LINE

OF

SAID

NW¼

RUN

THENCE

NORTH,

ALONG

SAID

EAST

LINE,

121.91

FT.,

TO

POINT

OF

BEGINNING.

SUBJECT

PLAT OF

TO ANY EXISTING DEDICATIONS OF ROAD RIGHT-OF-WAYS IN FLORIDA SAID SECTION 3. AND PARCEL "B" FROM THE NE CORNER OF THE NW ¼

DEVELOPMENT COMPANY'S OF nlE NE ¼ OF SECTION 3

TOWNSHIP

27

SOUTH,

RANGE

27

EAST,

POLK

COUNTY,

FLORIDA,

RUN

WEST,

ALONG

THE

NORTH

LINE

OF

SAID

SECTION

3,

S9S.8

FT.,

TO

THE

EASTERLY

RIGHT-OF-WAY

LINE

OF

US

HIGHWAY

NO.

17

&

92;

RUN

THENCE

S-12"46'30"-W,ALONG SAID RIGHT OF PARALLEL TO THE NORTH LINE OF SAID

WAY LINE,	125.0 FT., TO THE POINT Of BEGINNING; RUN THENCE EAST,	
SECTION 3,	625.95 FT., TO A POINT ON THE EAST LINE OF SAID NW¾  OF	

NE 1/4; f\UN THENCE SOUTH, ALONG SAID EAST LINE, 390.33 FT;
THE EAST RIGHT·OF•WAY LINE OF SAID HIGHWAY; RUN THENCE

RUN TI-IENCE N-77"13'30"-W,704.65	FT.,		
N-12"46	1	FT., TO THE POINT		
	30"-E, 241.4			

TO
OF

BEGINNING.

PARCEL 5 (272703-000000-011000)

THE NEV. OF NE¼  OF SECTION 3, TOWNSHIP

27

SOUTH,

RANGE

27

EAST,

POLK

COUNTY,

FLORIDA,

PARCEL 6 (272703•713S00-010200}

FLA DEVELOPMENT CO SUB PB 3 PGS 60 SECTION 3, TOWNSHIP 27 SOUTH, RANGE

TO 63 TRACTS 20, 21 LESS N 15 27 EAST, POLK COUNTY, FLORIDA.

FT

FOR

ROAD

R/W

ALI.

IN

NE

¼

OF

PARCEL 7 (272703-713500,010294)	PAGES 60 TO 63,		
FLA DEVELOPMENT CO SUB PLAT BOOK 3,			
OF SECTION 3, TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK		

TRACT 29, NORTH ¼

COUNTY, FLORIDA.

NORTfl

OF

CLAY

ROAD

IN

NE

¼

PARCEL 8 (212703-713500·010282)
FLA DEVELOPMENT co SUB PB 3 PGS 60 TO

RANGE 27 EAST, POLK COUNTY, FLORIDA.

63,

sourn

V.

TRACT

28

IN NEl/4

SECTION

3,

TOWNSHIP

27

SOUTH,

PARCEL 9	272703·713SOO·Ol02ZO			TI\ACT		
1'MCT  2	LESS  NORTH	15  FEET	AND			
1			TO MAP		
COMPANY SSUBDIVISION, ACCORDING			
TO 63,  IN	SECTION  3,	TOWNSHIP	27		SOUTH,		
FLORIDA.							

27  LESS	SOUTH	15  FEH	IN FLORIDA	DEV€LOPMENT	
on .PLAT	THEREOF RECORDED IN PLAT OOOK 3,	PAGES 60	
RANGE  27 EAST,	PUBLIC	RECORDS  OF	POLK	COUNTY,	

PARCEL 10 (272703-713500·010231) LOT 23, LESS TME SOUTH 100 FEET OF

THE

WEST

84.74

nlERtOF

AND

LESS

TUE

NORTH

15

FEET

THEREOF,

LOT 24 LESS THE NORTH FEET OF SAID LOTS, ALL

15 FEET TI-IEREOF; THE EAST¾ OF LOT'26 AND ALL OF LOT 25, LESS THE SOUTH LYING AND BEING IN THE NOrnHEAST QUARTER OF SEc.ilON 3, TOWNSHIP "J.7

15

SOUTH,

RANGE

27

EAST,

POLK

COUNTY,

FLORIDA,

OEING

A

PART

OF

FLORIDA

DEVELOPMENT

COMPANY

SUBDIVISION, AS HECOROED IN PLAT FLORIDA, SUBJECT TO AN l:ASEMENT

BOOK 3, PAGES 60,63, OF THE PUBLIC HE.CORDS OF POLK COUNTY, AS SHOWN ON PLAT 30 FEET'IN WIDTH, 15 FEET'ALONG l'HEEAST

BOUNDARY

OF

l'HE

NORTHl:AST

QUMTER

OF

SECrlON

3,

AND

15

FEET

ALONG

THE

WESl'

BOUNDAIW

OF

THE

NORTttWEST

QUARTER

OF

SECTION

2,

NOTE:

USE.

SUBJECT

TO

AN

EASEMENT

TO

FLORIDA

POWER

CO.

FOR

POWER

LINE

AS

OF

RECORD

AND/OR

IN

10

EXHIBIT

"A"

(continued)

DESCRIPTION OF

DISTRICT

LANDS

PARCEL

11 (Z72702-713000-030172l

LOTS 17, 18 AND THE NORTH¾

ONE HALF Of LOT 31, LESS HIE

OF LOT 19, LESS THE NORTH 15 FEEr OF SAID LOTS; LOT 32 AND THE WEST SOUTH 15 FEET OF SAID LOTS, ALL LYING AND BEING IN THE NOIHHWEST

QUARTER OF SECTION 21 TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, OF THE FLORIDA DEVELOPMENT COMPANY SUBDIVISION, AS RECORDED IN PLAT OOOK 3,

BEING

PAGES

A PART
60 TO

63,	OF THE PUBLIC	
30	FEET IN WIDTH,	

RECORDS OF POLK COUNTY, FLORIDA, 15 FEET AlONG THE EAST BOUNDARY

SUBJECT TO AN EASEMENT AS OF me NORTHl:AS1'QUARTER

SHOWN ON PLAT Of SECTION 3,

AND

15

FEET

ALONG

THE

WEST

OOUNDARY

OF

TliE

NORTHWEST

QUARTER

OF

SECTION

2.

NOTE:

USE.

SUBJECT

TO

AN

EASEMENT

TO

FLORIDA

POWER

CO.

FOR

POWER

LINE

AS

OF

RECORD

AND/OR

IN

CONTAINING

190.56

ACRES

MORE

OR

LESS.

11

APPENDIX

ASSESSMENT

TABLES

12

APPENDIX

TABLE

1

NORTH

POWERLINE

ROAD

CDD

DISTRICT

LAND

USE

PLAN

MASTER

ASSESSMENT

METHODOLOGY

REPORT

DeveloQment Phase (1)

Phase 1

Phase 2

Phase 3

Total

	Estimated ComQletion	Number of Single-	
Estimated Start Date	Date	Family Lots	

2019	2023	197		
2020	2024	166		
2021	2025	180		
				
		543		

(1)

Source:

Dennis

Wood

Engineering

LLC

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

APPENDIX TABLE 2

NORTH POWERLINE ROAD CDD

CIP COST ESTIMATES & ALLOCATION

MASTER ASSESSMENT METHODOLOGY REPORT

CIP PHASING

Infrastructure Component (1)

Offsite Improvements (2)

Stormwater Management

Utilities (Water,Sewer, & Street Lighting) (2)

Roadways

Entry Features & Signage (2)

Parks and Amenities (2)

Contingency (2)

Total

CIP ALLOCAT_ION

Estimated Costs, Phase 1

$220,000

$2,600,000

$1,500,000

$940,000

$200,000

$350,000

$290,500

$6,100,500

Estimated Costs,	Estimated Costs,		
Phase 2	Phase 3	Total Estimated Costs	
$0	$0	$220,000	
$2,160,000	$2,400,000	$7,160,000	
$1,020,000	$1,100,000	$3,620,000	
$790,000	$860,000	$2,590,000	
$0	$0	$200,000	
$225,000	$225,000	$800,000	
$210,000	$230,000	$730,500	
$4,405,000	$4,815,000	$15,320,500	

Infrastructure Component (1)

Offsite Improvements (2)

Stormwater Management

Utilities (Water,Sewer, & Street Lighting) (2)

Roadways

Entry Features & Signage (2)

Parks and Amenities (2)

Contingency (2)

Total

Estimated Costs,

Phase 1

$73,333

$2,600,000

$1,206,667

$940,000

$66,667

$266,667

$243,500

$5,396,834

Estimated Costs,	Estimated Costs,		
Phase 2	Phase 3	Total Estimated Costs	
$73,333	$73,333	$220,000	
$2,160,000	$2,400,000	$7,160,000	
$1,206,667	$1,206,667	$3,620,000	
$790,000	$860,000	$2,590,000	
$66,667	$66,667	$200,000	
$266,667	$266,667	$800,000	
$243,500	$243,500	$730,500	
$4,806,833	$5,116,833	$15,320,500	

(1)	Source: Dennis Wood Engineering LLC			
(2)	Source: Dennis Wood Engineering LLC- Master development costs shared by entire development			
	Master Assessment Methodology	Fishkind and Associates,	Inc.	

Appendix

Table

2

APPENDIX TABLE 3

NORTH POWERUNE ROAD COD

ESTIMATED BONDS DETAILS NIA CIP ALLOCATION)

MASTER ASSESSMENT METHODOLOGY REPORT

Bond Fund

Construction/Acquisition Fund

Debt Service Reserve

Capitalized Interest

Costs of Issuance (Including Underwriter'sFee)

Contingency

Phase 1	Bonds Value	
	ill	
	$5,396,834	
	$556,718	
	$945,100	
	$370,400	
	$948	

Phase 2	Bonds Value	
	ill	
	$4,806,833	
	$496,222	
	$842,400	
	$329,600	
	$4,945	

Phase 3 Bonds Value (1)

$5,116,833

$526,853

$894,400

$337,600

$4,314

Total Bonds {all

Phases) Value (1)

$15,320,501

$1,579,793

$2,681,900

$1,037,600

$10,206

Total Bonds Principal

Bonds Details

Average Annual Interest Rate:

Term (Years):

Capitalized Interest (Months):

Net Annual Debt Service:

Gross Annual Debt Service (2):

$7,270,000	$6,480,000	

6.50%	6.50%	
30	30	
24	24	
$556,718	$496,222	
$598,622	$533,572	

$6,880,000

6.50%

30

24

$526,853

$566,508

$20,630,000

$1,579,793

$1,698,702

(1)

The

values shown

are

estimated

and

subject

to

change.

(2)

Values

include

a

7.0%

gross-up

to

account

for

the

statutory

early-payment

discount

and

the

fees

and

costs

of

collection

charged

by

the

county

property

appraiser

and

tax

collector.

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

APPENDIX TABLE 4

NORTH POWERLINE ROAD CDD

MAXIMUM BONDS ASSESSMENTS

MASTER ASSESSMENT METHODOLOGY REPORT

Phase		
Phase	1	
Phase	2	
Phase	3	
Total, all Phases	

Planned Lots/ERUs

197

166

180

543

Bonds Max Princi~al

Assmt./ Category

$7,270,000

$6,480,000

$6,880,000

$20,630,000

Bonds Max

Princi~al Assmt./

Unit

$36,904

$39,036

$38,222

Phase		
Phase	1	
Phase	2	
Phase	3	
Total,	all Phases	

	Bonds Max Net Annual	Bonds Max Net	
Planned Lots/ERUs	Assmt./ Category	Annual Assmt./ Unit	
197	$556,718	$2,826	
166	$496,222	$2,989	
180	$526,853	$2,927	
543	$1,579,793		

Bonds Max Gross	Bonds Max Gross	
Annual Ass mt./	Annual Assmt./ Unit	
Category (1)	ill	
$598,622	$3,039	
$533,572	$3,214	
$566,508	$3,147	
$1,698,702		

(1)

Values

include

a

7.0%

gross-up

to

account

for

the

statutory

early-payment

discount

and

the

fees

and

costs

of

collection

charged

by

the

county

property

appraiser

and

tax

collector.

Master Assessment Methodology	Fishkind and Associates, Inc.	Appendix Table 4

North

Powerline

Road

Community

Development District

Resolution 2018-23,

Declaring

Special Assessments

RESOLUTION 2018-23			
A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NORTH	
POWERLINE   ROAD   COMMUNITY   DEVELOPMENT   DISTRICT	
DECLARINGSPECIALASSESSMENTS;INDICATINGTHE	
LOCATION,   NATURE   AND	ESTIMATED    COST   OF   THOSE	
INFRASTRUCTURE   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,  the  Board  of Supervisors  (the  "Board")  of the  North  Powerline	Road		
			
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	Engineer's	Report		
						
for  Capital Improvements,  dated  June  2018,  attached  hereto  as  Exhibit A	and  incorporated		
herein by reference; and						

by

WHEREAS, it is in the

special assessments pursuant

best interest of

to Chapter 190,

the District to pay the cost of the Improvements		
Florida Statutes (the "Assessments");	and		

WHEREAS,  the  District  is  empowered	by  Chapter  190,  the  Uniform  Community		
		and Alternative Method of Making Local		
Development District Act, Chapter 170, Supplemental			
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 Assessment Methodology Report,	dated June		
29, 2018, attached hereto	as Exhibit B	and incorporated	herein by reference and on file at the		
						
office  of c/o  Fishkind  &  Associates,	12051  Corporate  Blvd.,  Orlando,  Florida  32817  (the		
							
"District Records Office"); and							

1

WHEREAS,

exceed the benefit to

the District hereby determines that the Assessments to be levied will not

the property improved.

NOW,	THEREFORE,	BE	IT	RESOLVED	BY	THE	BOARD	OF

SUPERVISORS	OF	THE	NORTH  POWERLINE	ROAD	COMMUNITY

DEVELOPMENT DISTRICT:

1.

Assessments shall be levied to

defray

a portion

of

the

cost

of

the Improvements.

2.	The	nature  and	general		
Improvements	are	described	in	Exhibit		
					for		
Exhibit B is also on file and available			

location  of,	and	plans	and	
A,  which  is	on	file  at	the	
			.	
public inspection locationthesame	

specifications

District Records

for,	the

Office.

3.

Cost").

The  total  estimated  cost

of

the  Improvements  is  $15,320,500  (the  "Estimated

4.	The Assessments will defray approximately $20,630,000, which includes the Estimated Cost, plus financing-related costs, capitalized interest, a debt service reserve, and contingency.

5.

Exhibit B,

The manner in which the Assessments shall be apportioned and paid is set forth in

including provisions for supplemental assessment resolutions.

6.	The  Assessments	shall  be  levied,  within  the	District,  on  all  lots	and  lands		
						the  Improvements  or	specially		
adjoining  and	contiguous  or  bounding  and  abutting  upon				
benefitted thereby and further designated by the assessment	plat hereinafter provided for.		
						
7.	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.		
					
8.	Commencing with the year in which	the Assessments are levied and confirmed,		
the Assessments shall be paid in not more than thi1iy (30) 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.								

9.	The District Manager	has caused to  be made	a preliminary assessment		
accordance with the method	of assessment described in Exhibit B hereto, which shows		
		of benefit to and the assessment	against each lot or parcel		
and lands assessed, the amount				

roll,  in

the lots
of land

2

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.		

10.	The Board shall adopt a subsequent resolution to fix a time and place at which the

owners of prope1iy 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		
		of payment	therefore, or the amount thereof to be		
Improvements, the cost thereof, the manner				
					
assessed against each property as improved.					

11.	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		
				
		as	may be required	by law or desired in the best		
Polk County and to provide such other notice					
						
interests of the District.							

12.	This Resolution shall become effective upon its passage.

PASSED AND ADOPTED THIS 18TH DAY OF JULY, 2018.	
ATTEST:	NORTH POWERLINE ROAD	
	COMMUNITY DEVELOPMENT	
	DISTRICT	

Secretary/Assistant Secretary

Chairperson,

Board

of

Supervisors

Exhibit

Exhibit

A:

B:

Engineer's Report/or Capital Improvements,	dated		
			
Master Assessment Methodology Report,	dated June		

June, 2018

29, 2018

3

Engineer's

Report

for

Exhibit A:

Capital Improvements,

dated June 2018

4

Exhibit B:

Master Assessment Methodology Report,

dated June 29, 2018

5

North Powerline Road

Community Development District

Setting

Resolution 2018-24,

Public Hearing for Imposing

Assessments

Special

RESOLUTION 2018-24							
A RESOLUTION OF THE BOARD OF SUPERVISORS	OF THE NORTH		
		DISTRICT		
POWERLINE   ROAD   COMMUNITY	DEVELOPMENT			
SETTING  A  PUBLIC  HEARING  TO  BE  HELD  ON  SEPTEMBER	19,		
			
2018,  AT  10:00  A.M.,  AT  CASSIDY  OFFICES,  346  EAST  CENTRAL		
AVENUE, WINTER HAVEN, FLORIDA 33880, FOR THE PURPOSE	OF		
HEARINGPUBLICCOMMENT	ON	IMPOSING	SPECIAL		
ASSESSMENTS  ON  CERTAIN  PROPERTY  WITHIN  THE  DISTRICT		
GENERALLY  DESCRIBED  AS  THE	NORTH  POWERLINE	ROAD		
		WITH		
COMMUNITY  DEVELOPMENT  DISTRICT  IN	ACCORDANCE			
					
CHAPTERS 170,190, AND 197, FLORIDA STATUTES.						

WHEREAS,	the

Development District (the

Board	of  Supervisors

"Board")adoptedhas previously

of

the	North	Powerline	Road	Community

Resolution 2018-23 entitled:

A RESOLUTION OF THE BOARD OF SUPERVISORS	OF THE NORTH		
				
POWERLINE   ROAD   COMMUNITY   DEVELOPMENT   DISTRICT		
DECLARINGSPECIALASSESSMENTS;INDICATINGTHE		
LOCATION,   NATURE   AND   ESTIMATED   COST   OF   THOSE		
INFRASTRUCTURE  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 2018-23, a Preliminary Special Assessment

Roll has been prepared and all other conditions precedent set forth in Chapters 1 70,  190, and

197, Florida Statutes,

and the roll and related

to the holding

documents are

of the aforementioned public hearing have

available for public inspection at the offices

been satisfied,
of Fishkind &

Associates, 12051 Corporate Blvd., Orlando, Florida 32817 (the "District Records Office").		
NOW   THEREFORE   BE   IT   RESOLVED	BY   THE   BOARD   OF		
			
SUPERVISORS  OF  THE  NORTH  POWERLINE  ROAD  COMMUNITY		
DEVELOPMENT DISTRICT:			

1.

There is hereby declared a public hearing to be held on September 19, 2018 at 10:00		
a.m. at Cassidy Offices, 346 East Central Avenue, Winter Haven, Florida 33880, 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		

1

2.

hearing or submit their comments in writing prior to the hearing to the office of the	
District Manager, 12051 Corporate Blvd., Orlando, Florida 32817; (407) 382-3256.	
Notice of said hearing shall be adve1iised 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 of general circulation within Polk 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  thi1iy  (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	
info1mation 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.		

3.

This Resolution shall become effective upon its passage.

PASSED AND

ADOPTED

this

18th day

of

July, 2018.

ATTEST:	NORTH POWERLINE ROAD	
	COMMUNITY DEVELOPMENT	
	DISTRICT	

Secretary/ Assistant Secretary

Chairperson,

Board

of

Supervisors

2

North

Community

Powerline Road

Development District

Resolution 2018-25,

Bond Resolution

		RESOLUTION NO. 2018-25						
AUTHORIZING	THE	ISSUANCE	OF	NOT	TO	EXCEED				
						AMOUNT OF NORTH				
$22,000,000 AGGREGATE PRINCIPAL					
			DEVELOPMENT				
POWERLINE	ROAD			COMMUNITY					
DISTRICT  SPECIAL  ASSESSMENT			BONDS,  IN	ONE  OR				
MORE SERIES	TO PAY ALL OR A PORTION	OF THE COSTS				
OF THE PLANNING, FINANCING,	CONSTRUCTION AND/OR				
					INFRASTRUCTURE				
ACQUISITION	OF			PUBLIC								
IMPROVEMENTS  INCLUDING,  BUT  NOT  LIMITED  TO				
ENTRY    FEATURES    ANDSIGNAGE,STORMWATER				
FACILITIES,WATERANDSEWERFACILITIES,				
RECREATION  FACILITIES  AND  ROAD  CONSTRUCTION,				
AND ASSOCIATED PROFESSIONAL FEES AND INCIDENTAL				
COSTS RELATED THERETO PURSUANT TO CHAPTER 190,				
FLORIDA   STATUTES,		AS	AMENDED;	APPOINTING   A				
										
TRUSTEE; APPROVING THE FORM OF AND AUTHORIZING				
THE  EXECUTION AND  DELIVERY  OF  A  MASTER TRUST				
INDENTURE; PROVIDING THAT SUCH BONDS SHALL NOT				
CONSTITUTE  A  DEBT,  LIABILITY		OR  OBLIGATION  OF				
										
NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT				
DISTRICT,   POLK   COUNTY,		FLORIDA,	THE	CITY   OF				
DAVENPORT, FLORIDA, OR THE STATE OF FLORIDA OR				
OF ANY POLITICAL SUBDIVISION	THEREOF, BUT SHALL				
BE  PAYABLE  FROM  SPECIAL  ASSESSMENTS  ASSESSED				
AND LEVIED ON THE PROPERTY WITHIN THE DISTRICT				
BENEFITED  BY  THE  IMPROVEMENTS  AND  SUBJECT  TO				
ASSESSMENT;	PROVIDING			FOR		THE	JUDICIAL				
VALIDATION	OF  SUCH  BONDS;	AND	PROVIDING  FOR				
												
OTHER RELATED MATTERS.														
				District				Development	(the "District")	is		
WHEREAS, North Powerline Road Community								of		
a local unit of special purpose government	duly organized and existing under the provisions			
		as		
					of	1980, Chapter 190, Florida Statutes,			
the Uniform Community Development	District Act					
						
					No.  18-036 enacted by the Board of County		
amended (the  "Act") and created by Ordinance			
							on	June  5,	2018  and  approved  and		
Commissioners  of Polk  County,  Florida  (the  "County")					
consented  to  by  the  City  Commission	of	the		City	of	Davenport,	Florida  (the  "City")  by		
	19,	2018;												
Resolution No. 387-18 adopted on March														
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  planning,	financing,	construction	and/or  acquisition	of  public		

infrastructure improvements including, but not limited to entry features and signage, stormwater		
facilities, water and sewer facilities, street lighting and road construction, offsite improvements		

and associated professional fees  and incidental costs related thereto pursuant to the Act (the		
"Project"), as set forth in Schedule I attached hereto;			
WHEREAS, the District desires to authorize the issuance, in onemore	series, of not to		
exceed  $22,000,000  aggregate  principal	amount  of its  N01ih  Powerline  Road  Community		
Development District Special Assessment Bonds (collectively, the "Bonds"), in order to pay all		
or a portion of the  costs of the planning,	financing,  acquisition,  construction,  equipping and		
				
installation of the Project;				

WHEREAS,	the District desires to provide the terms and conditions	under which		
District will acquire and cause to be constructed the improvements serving District lands;		
WHEREAS,	authority is conferred	upon the District by the Constitution	and laws of		

State of Florida, specifically the Act, to issue the Bonds;				

the

the

WHEREAS,desiresthe

District

to appoint a trustee for the Bonds; and

WHEREAS,  the  District desires  to  authorize	and		
			
executed and delivered in connection with the Bonds and to		
the Bonds pursuant to Section 190.016(12), Florida Statutes;		

approve  various  instruments  to

provide for the judicial validation

be
of

NOW,  THEREFORE,  BE  IT  RESOLVED

Development District, as follows:

by  N01ih  Powerline  Road  Community

Section 1.	Definitions.

the meanings assigned thereto in the

is set out as Exhibithereto,A attached

Capitalized terms used herein without definitions shall have	
Indenture described in Section 5 hereof, the form	of which	
unless the context otherwise clearly requires.		

Section 2.	Authorization	of Bonds.	The District hereby authorizes the issuance	of		
						
							any refunding		
not to exceed $22,000,000 aggregate	principal amount of the Bonds (excluding			
				the		
Bonds issued	as provided in the Indenture) in one or more series to pay all or a portion of			
costs  of  the	planning,  financing,	acquisition,  construction,  reconstruction,  equipping  and		
		to Section 190.016(1), Florida Statutes, the Bonds may be		
installation	of the Project.  Pursuant			
				of all or a p01iion of the purchase price of	the		
issued and delivered by the District in payment				
									
Projectmayor		be sold at public or private sale.									
Section 3.	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, the City,		
or the State	of Florida (the "State"), or of any political subdivision thereof, but shall be payable		
solely from  the  Pledged Revenues  designated for  the  Bonds,  including  Special Assessments		
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 City, the County, or the State, nor of	any political	subdivision thereof, is pledged		
				to be		
to the payment of the principal of or interest on the Bonds, except for Special Assessments			
				
assessed and levied by the District to secure and pay the Bonds.						

2

The Bonds shall:

(i)	be  issued  in  one  or  more  series  and  may  be  delivered  upon
receipt  of the  purchase  price therefor,  for  the  purpose  of financing	or		
refinancing the costs	of all or a portion of the Project and may be sold at		
public or private sale,	as provided	in Section 190.016(1), Florida Statutes,		
each series to be in an aggregate principal amount to be determined by		
subsequent resolution or resolutions	of the	District;	provided,	however,		
							
		all series	of Bonds	(excluding		
that the total aggregate principal	amount of					
								
refunding Bonds,  as	described	in the Indenture) issued may not exceed		
												
$22,000,000;												

(ii)	be issued in fully registered form in such principal denominations of $5,000 if the Bonds bear an investment grade rating by a nationally
recognized rating agency, and otherwise, initially in principal	amounts	of		
$100,000  and  any  integral	multiple	of $5,000  in  excess	thereof,  and		
				thereof;			
	of $5,000 or any integral multiple				
thereafter, in denominations					

(iii)	be secured and payable from the Pledged Revenues,	as	provided in		
the Indenture and  any supplement thereto  (a "Supplemental Indenture")		
and the resolution of the District relating to such series of Bonds;			

(iv)	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;															
(v)	be	payable  in	not  more	than	the  maximum	number  of	annual				
installments allowed by law (currently thirty (30) annual installments	of				
					
principal); and																	
(vi)	be dated as provided	in a resolution adopted by the District	prior to				
								
		the Bonds.											
the issuance and delivery of												
The final maturity date or dates of the Bonds	and the interest rate or rates thereon shall be		
		optional,  mandatory  and	extraordinary		
determined,  within  the	foregoing	limits,  and	any				
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 and a Supplemental Indenture.														
Prior to the issuance and delivery of any series of Bonds (other	than refunding Bonds),		
the District shall have undertaken and, to the extent then required under applicable law and the		
Supplemental Indenture for a particular series, completed all necessary proceedings, including,		
without limitation, the approval	of assessment rolls, the holding of public hearings, the adoption		
		of all necessary collection	proceedings, in order to levy and		
of resolutions and the establishment				
collect Special Assessments upon the lands within the District subject to assessment, all as more		

3

specifically required and provided for by the

the same may be amended from time to time,

Act and Chapters 170 and 190, Florida Statutes,

or any successor statutes thereto.

as

Section 4.	Designation  of Attesting  Members.	The  Secretary  of the  Board  of	
Supervisors (the "Board") of the District, or in the case of the Secretary's	absence or inability to	
act, any Assistant Secretary of the Board (each individually	a "Designated Member"), are hereby	
designated and authorized on behalf of the Board to attest to the seal of the Board and to the	
signature of the Chairman or Vice Chairman 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

5.

Authorization

of

Execution

and Delivery

of

Master Trust Indenture.

The District does hereby authorize and approve the execution by the Chairman, Vice-Chairman		
or any Designated Member and the delivery	of a Master Trust Indenture (the "Indenture")	for the		
			(the		
			pursuant to Section 7 of	this resolution			
Bonds, between the District and the trustee appointed					
					
"Trustee").  The Indenture shall provide,	among other things, for the security of the Bonds and		
									shall be		
express the contract between the District and the owners of such Bonds.  The Indenture			
in substantially the form attached hereto as Exhibit A and is hereby approved,	with such changes		
therein as shall be approved by the Chairman,	Vice Chairman or Designated Member executing		
			of such officer's	approval and		
the same, with such execution to constitute	conclusive evidence				
								
					attached hereto.					
the District's approval of any changes therein from the form of Indenture						
								
Section 6.	Sale of Bonds.  Pursuant to the provisions	of Section 190.016(1 ),		Florida		
Statutes, the Bonds may be issued in one or more series and may be delivered	upon receipt of the		
purchase price therefor, for the purpose of financing or refinancing the costs of all or a portion of		
the Project and 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 ninety percent (90%) of the par value		
thereof, together with accrued interest thereon, unless otherwise permitted by the Act.					

Section 7.	Appointment of Trustee.	The District does hereby		
			The Trustee shall also		
National Association, as Trustee under the Indenture.			
			
Agent, Registrar and Authenticating Agent under the Indenture.		

appoint U.S.  Bank

serve as the Paying

Section 8.	Bond Validation.	District Counsel and Bond Counsel to the District are		
					proceedings in the Circuit Comi of the Tenth		
hereby authorized and directed to take appropriate			
	Highlands  and  Polk  Counties,  Florida,  for		
Judicial  Circuit  of	Florida,  in  and  for  Hardee,			
validation of the Bonds and the proceedings		incident thereto to the extent required by and in		
accordance with Section 190.016(12), Florida Statutes.  The Chairman or Vice-Chairman 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		
			and the		
		firm serving as engineer to the District,			
District Manager, the engineer or engineering				
				
			to offer testimony for and on behalf of the		
District's financial advisor are hereby also authorized			
						
District in connection with any such validation proceedings.					

4

Section

9.

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		
			the execution and delivery	of	any closing documents,		
documents, including, without limitation,					
									of	this resolution and the		
as  may be necessary to  carry out and  comply with the provisions				
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		
									
							or hereafter taken or done, shall be and are		
and purposes of this resolution, whether heretofore			
												
hereby ratified, confirmed and approved.																		
Section 10.	Subsequent Resolution(s)	Required.	Notwithstanding  anything	to	the		
									
							until the District adopts		
contrary contained herein, no series	of Bonds may be issued or delivered			
							of		
a subsequent resolution and/or supplemental	indenture for each such series fixing the details			
		or  delegating  to  a  Designated  Member  the		
such  series  of Bonds  remaining  to  be  specified			
													
authority to fix such details.																				
Section 11.	Severability.		If		any	section,  paragraph,  clause  or  prov1s10n	of		this		
resolution  shall  be  held  to  be  invalid  or  ineffective	for  any  reason,  the  remainder	of	this		
resolution shall continue in full force and effect, it being expressly hereby found and declared		
that  the  remainder	of this  resolution	would  have  been  adopted	despite  the  invalidity  or		
				clause or provision.										
ineffectiveness of such section, paragraph,											
																
Section 12.	Open Meetings.	It	is hereby found  and determined that all acts	of	the		
Board concerning and relating to adoption		of	this Resolution were taken in open meetings of	the		
												open		
Board and all deliberations of the Board that resulted in such official acts were in meetings			
					
to  the  public  in  compliance  with  all  legal  requirements,  including,  but  not  limited  to,  the		
requirements of Section 286.011, Florida Statutes.													

Section 13.	Effective

adoption, and any provisions of

are hereby superseded.

Date.	This  resolution shall take  effect

any previous resolutions in conflict with

immediately upon its

the provisions hereof

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK -	SIGNATURE PAGE FOLLOWS]	

5

PASSED  in  Public  Session

Community Development District this

of the  Board  of 18th day of July,

Supervisors

2018.

of

North  Powerline	Road

Attest:

NORTH POWERLINE ROAD

COMMUNITY DEVELOPMENT

DISTRICT

Secretary,

Board

of

Supervisors

Chairman,

Board

of

Supervisors

SCHEDULE I					
DESCRIPTION OF THE PROJECT				
AND SUMMARY OF OPINION OF PROBABLE COSTS			
The Project includes the planning, financing, acquisition, construction, reconstruction,		
equipping and installation of the following	public infrastructure improvements and associated		
professional fees and incidental costs related thereto pursuant to Chapter 190, Florida Statutes,		
as amended, including, without limitation, the items listed below, all of which is described	in		
more detail in the Engineer's Report prepared	for the Board	of Supervisors North Powerline		
			by Dennis Wood		
Road Community Development District,	dated as of June 8, 2018, prepared			

Engineering, LLC:								
				Total				
Infrastructure Component	Estimated				
				Costs				
Offsite Improvements				$  220,000				
Stormwater Management				7,160,000				
Utilities (Water, Sewer, Reclaim & Street Lighting)	3,620,000				
Roadway				2,590,000				
Entry Feature				200,000				
Parks and Amenities				800,000				
Contingency				730,500				
Total				$15,320,500				

Schedule

I-1

EXHIBIT A

FORM OF INDENTURE

A-1

MASTER

TRUST

INDENTURE

between

NORTH

POWERLINE

ROAD

COMMUNITY

and

DEVELOPMENT

DISTRICT

U.S.

BANK

NATIONAL

ASSOCIATION,

as Trustee

Dated

as

of

~[__

1, 2018]

relating to

NORTH

POWERLINE ROAD COMMUNITY	DEVELOPMENT		
			
SPECIAL ASSESSMENT BONDS		

DISTRICT

TABLE OF CONTENTS

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 3.01.

A1iicle I

DEFINITIONS

Article II

THE BONDS

Amounts and Te1ms of Bonds; Details of Bonds	18

Execution	19

Authentication; Authenticating Agent	19
Registration and Registrar.	19
Mutilated, Destroyed, Lost or Stolen Bonds	20
Temporary Bonds	20

Cancellation and Destruction of Surrendered Bonds	21
Registration, Transfer and Exchange	.21
Persons Deemed Owners	22
Limitation on Incurrence of Certain Indebtedness	22
Qualification for The Depository Trust Company	22

Article III

ISSUE OF BONDS

Issue of Bonds	23

Article IV

ACQUISITION AND

CONSTRUCTION

OF PROJECT

SECTION 4.01.

SECTION 4.02.

Project to Conform to Plans and Specifications; Changes .........................

Compliance Requirements .........................................................................

27

27

Article V		
ACQUISITION AND CONSTRUCTION FUND		
SECTION 5.01.   Acquisition and Construction Fund ..........................................................	.28	
Article VI		
SPECIAL ASSESSMENTS;		
APPLICATION THEREOF TO FUNDS AND ACCOUNTS		

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.

SECTION 6.05.

SECTION 6.06.

SECTION 6.07.

SECTION 6.08.

SECTION 6.09.

SECTION 6.10.

SECTION 6.11.

Special Assessments; Lien oflndenture on Pledged Revenues	29

Funds and Accounts Relating to the Bonds	30

Revenue Fund	31

Debt Service Fund	32
Debt Service Reserve Fund	34
Bond Redemption Fund	36
Drawings on Credit Facility	37
Procedure When Funds Are Sufficient to Pay All Bonds of a Series	37
Ce1iain Moneys to Be Held for Series Bondholders Only	37
Unclaimed Moneys	37
Rebate Fund	38

-1-

Article VII

SECURITYINVESTMENTFORAND

OR

DEPOSIT OF FUNDS

SECTION 7.01.	Deposits and Security Therefor	38

SECTION 7.02.	Investment or Deposit ofFunds	39
SECTION 7.03.	Valuation ofFunds	.40
SECTION 7.04.	Brokerage Confirmations	.40

Article VIII

REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01.	Redemption Dates and Prices	41
SECTION 8.02.	Notice of Redemption and of Purchase	.42
SECTION 8.03.	Payment of Redemption Price	43
SECTION 8.04.	Partial Redemption of Bonds	44

Article IX

COVENANTS OF THE ISSUER

SECTION 9.01.	Power to Issue Bonds and Create Lien	.44
SECTION 9.02.	Payment of Principal and Interest on Bonds	45
SECTION 9.03.	Special Assessments; Re-Assessments	.45
SECTION 9.04.	Method of Collection	46
SECTION 9.05.	DelinquentAssessmentsSpecial	.46
SECTION 9.06.	Sale	of Tax  Certificates	and	Issuance	of Tax  Deeds;	Foreclosure	of

AssessmentSpecial	Liens	4 7
SECTION 9.07.	Books and Records with Respect to Special Assessments	48
SECTION 9.08.	RemovalAssessmentofSpecial	Liens	.48
SECTION 9.09.	Deposit of Special Assessments	49
SECTION 9.10.	Construction to be on District Lands	50
SECTION 9.11.	Operation, Use and Maintenance of Project	50
SECTION 9.12.	Observance of and Compliance with Valid Requirements	50
SECTION 9.13.	Payment of Operating or Maintenance Costs by State or Others	50
SECTION 9.14.	Public	Liability	and	Property	Damage	Insurance;	Maintenance	of
Insurance; Use of Insurance and Condemnation Proceeds	50
SECTION 9.15.	Collection of Insurance Proceeds	52
SECTION 9.16.	Use of Revenues for Authorized Purposes Only	53

SECTION 9.17.	Books, Records and Annual Reports	53
SECTION 9.18.	Observance of Accounting Standards	53
SECTION 9.19.	EmploymentPublic of Certified	Accountant..	54
SECTION 9.20.	Establishment of Fiscal Year, Annual Budget..	54
SECTION 9.21.	Employment of ConsultingEngineer'sEngineer; Consulting	Report	54
SECTION 9.22.	Audit Reports	55
SECTION 9.23.	Information to Be Filed with Trustee	55
SECTION 9.24.	Covenant Against Sale or Encumbrance; Exceptions	55
SECTION 9 .25.	No Loss of RevenueLienonPledged	56
SECTION 9.26.	Compliance With Other Contracts and Agreements	56
SECTION 9.27.	Issuance of Additional Obligations	56
SECTION 9.28.	Extension of Time for Payment oflnterest Prohibited	56

-11-

SECTION 9.29.	Further Assurances .....................................................................................		
SECTION 9.30.	Use of Bond Proceeds	to Comply with Internal Revenue Code ................		
				of Properties		
SECTION 9.31.	Corporate Existence and Maintenance	.................................		
			..................................................		
SECTION 9.32.	Bankruptcy	or Insolvency of Landowner			

SECTION 9.33.	Continuing Disclosure	...............................................................................					
				Article X						
	EVENTS OF	DEFAULT AND REMEDIES		
SECTION 10.01.	Events of Default	and Remedies ................................................................					
		Defined						
SECTION 10.02.  Events of Default	.........................................................................					
								
SECTION 10.03.  No Acceleration; Redemption ....................................................................					
SECTION 10.04.	Foreclosure	of Assessment Lien ................................................................					
											
SECTION 10.05.	Legal Proceedings by Trustee ....................................................................					
SECTION 10.06.	Discontinuance	of Proceedings by Trustee ................................................		
SECTION 10.07.  Bondholders May Direct Proceedings		.......................................................			
SECTION 10.08.	Limitations on Actions by Bondholder.. ....................................................		
SECTION 10.09.  Trustee May Enforce Rights Without	Possession of Bonds ......................		
						
SECTION 10.10.	RemediesNotExclusive ............................................................................		
SECTION 10.11.	Delays and Omissions Not to Impair Rights ..............................................	.............................................		
SECTION 10.12.	Application	of Moneys in Event ofDefault..			
					
SECTION 10.13.	Trustee's Right to Receiver; Compliance with Act.. ..................................		
								Act..  under.................		
SECTION 10.14.  Trustee and Bondholders Entitled to all Remedies		
SECTION 10.15.	Credit Facility Issuer's Rights Upon Events ofDefault.. ...........................		

SECTION

SECTION
SECTION

SECTION
SECTION

SECTION
SECTION

SECTION

SECTION
SECTION

SECTION
SECTION

SECTION
SECTION

SECTION

SECTION

SECTION

SECTION

SECTION

SECTION

THE	
11.01.	
11.02.	
11.03.	
11.04.	
11.05.	
11.06.	
11.07.	
11.08.	
11.09.	
11.10.	
11.11.	
11.12.	
11.13.	
11.14.	
11.15.	
11.16.	
11.17.	
11.	18.	
11.19.	
11.20.	

	Article XI								
TRUSTEE; THE PAYING AGENT AND REGISTRAR					
AcceptanceofTrust								64		
...................................................................................							64		
No Responsibility for Recitals ...................................................................			
Trustee  May	Act  Through  Agents;  Answerable  Only  for  Willful		
Misconduct or Negligence .........................................................................		65		
		65		
Compensation and Indemnity ....................................................................				
		66		
No Duty to Renew Insurance	.....................................................................				
			66		
			......................................................				
Notice of Default; Right to Investigate					
			66		
							
Obligation to Act on Defaults ....................................................................				
Reliance by Trustee									66		
....................................................................................								67		
Trustee May Deal in Bonds .......................................................................				
		67		
Construction of Ambiguous	Provisions	.....................................................				
								67		
Resignation of Trustee											
...............................................................................								67		
Removal of Trustee											
....................................................................................	Trustee						68		
Appointment	of Successor									
			............................................................				68		
		.........................................................................			
Qualification	of Successor				
			68		
												
Instruments ofSuccession											
..........................................................................								68		
Merger of Trustee											
......................................................................................			Trustee to Paying Agent	and Registrar69		
Extension of Rights and Duties of				
				69		
Resignation of Paying Agent	or Registrar					
	.................................................		69		
				......................................................			
Removal of Paying Agent or Registrar					
			69		
							
Paying	of Successor				Agent or Registrar ..............................					
Appointment												

-lll-

SECTION 11.21.

SECTION 11.22.

SECTION 11.23.

SECTION 11.24.

SECTION 11.25

Qualifications of Successor	Paying Agent or Registrar.. ...........................		
		Paying Agent or Registrar		
Judicial Appointment of Successor	. ................		
	Paying Agent or Registrar ................		
Acceptance of Duties by Successor			
				
Successor by Merger or Consolidation ......................................................		
Patriot Act Requirements of Trnstee	..........................................................		

70

70

70
70

71

ACTS OF

SECTION 12.01.

SECTION 13.01.

SECTION 13.02.

SECTION 13.03.

Article XII
BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

Acts of Bondholders; Evidence of Ownership ofBonds	71

Article XIII

AMENDMENTS AND SUPPLEMENTS

Amendments and Supplements Without Bondholders' Consent	71
Amendments With Bondholders' Consent..	72
Trnstee Authorized to JoinAmendmentsin	and Supplements; Reliance on
Counsel	72

SECTION 14.01.

SECTION 14.02.

Article XIV

DEFEASANCE

Defeasance	72

Deposit of Funds for Payment ofBonds	73

Article XV

MISCELLANEOUS PROVISIONS

SECTION 15.01.

SECTION 15.02.

SECTION 15.03.

SECTION 15.04.

SECTION 15.05.

SECTION 15.06.

SECTION 15.07.

SECTION 15.08.

SECTION 15.09.

SECTION 15.10.

SECTION 15.11.

Limitations on Recourse	74
Payment Dates	74
No Rights Conferred on Others	74
Illegal Provisions Disregarded	74
Substitute Notice	74
Notices	75
Controlling Law	76
Successors and Assigns	76
Headings for Convenience Only	76
Counterparts	76
Appendices and Exhibits	76

EXHIBIT A-
EXHIBIT B-

EXHIBIT C-

EXHIBIT D-

Legal Description of the District

Description of the Project

Form of Bond

Form of Requisition

-IV-

THIS  MASTER TRUST INDENTURE,	dated	as  of [	1, 2018]  (the  "Master		
Indenture"),	by	and    between   NORTH    POWERLINE    ROADCOMMUNITY		
DEVELOPMENT  DISTRICT  (together  with  its  pe1mitted  successors  and  assigns,  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		
			of the United	States	of America	and		
association duly organized and existing	under the laws						
							
having a corporate trust office in Orlando, Florida (said national banking association and any		
bank  or  trust  company  becoming  successor  trustee  under  this  Master  Indenture  and  all		
Supplemental Indentures (as hereinafter	defined) being hereinafter referred to as the "Trustee");		

W

IT

NE

S SE

TH:

WHEREAS, the Issuer is a local unit of special purpose government	duly organized and		
					of	1980,		
existing under the provisions	of the Uniform Community Development District Act				
Chapter 190, Florida Statutes,	as amended	(the "Act") created pursuant to Ordinance No. 18-036		
								on June		
enacted by the Board	of County Commissioners of Polk County, Florida (the "County")			
5, 2018 (the "Ordinance"), and approved	and consented to by the City Commission	of the City of		
			19,	2018,		
	to Resolution No. 387-18, adopted on March				
Davenport, Florida (the "City") pursuant					
		development services and facilities	to	property to be		
for the purposes of delivering community					

served(asby the District	defined below); and									

hereto,

of land

WHEREAS, the  premises  governed by the  Issuer

the "District" or "District Lands") currently consist

located within both the County and the City; and

(as further  described in
of approximately 190.56

Exhibit A

gross acres

WHEREAS, the Issuer has determined to undertake, in one or more stages, the planning,		
financing, construction and/or acquisition	of public infrastructure improvements	including, but		
					
	st01mwater facilities, water and sewer facilities, street		
not limited to	entry features and signage,			
			incidental  costs  related		
lighting  and	road  construction  and  associated  professional  fees  and			
thereto pursuant to the Act, for the special benefit of the District Lands	( as fmiher described	in		
				
Exhibit B hereto, the "Project"); and						

the

WHEREAS, the Issuer proposes to finance or refinance,	as the case may		
			
Project by the issuance of one or more series of bonds pursuant to this Master		

be, the costs

Indenture;

of

NOW,  THEREFORE,  THIS	MASTER  INDENTURE	WITNESSETH,  that			to		
provide  for  the  issuance	of Bonds  (as	hereinafter	defined)  under  this  Master  Indenture,		as		
							
				Indentures  ( as  hereinafter		
supplemented  from  time	to  time  by  one  or  more  Supplemental			
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 (as hereinafter	defined) and the performance and observance	of		
		for		
all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement					
	and		
and  in  consideration  of	the  mutual  covenants  herein  contained	and  of the  purchase			
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 conesponding 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 this Master Indenture and all Supplemental Indentures,		
and in addition, the following terms shall have the meanings specified below:		

"Account"  shall  mean any  account or  subaccount established pursuant

Indenture and all Supplemental Indentures.

to

this  Master

"Acquisition Agreement" shall mean one or more improvement acquisition agreements		
between the  Issuer and the Landowner, pursuant to  which the Landowner agrees to  provide,		
design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Landowner, all		
or a portion of a Project.			
"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 cunent operating and maintenance		
expenses for the Project for  a Fiscal Year,  as the  same may be amended from time to  time,		
adopted in accordance with the provisions hereof.			
"Arbitrage Certificate"  shall mean the certificate of the Issuer delivered at the time of		
issuance of a Series of Bonds setting f01ih the expectations of the Issuer with respect to the use		
of the proceeds of such Series and also containing ce1iain covenants of the Issuer in order to		
achieve compliance withrelatingtheCode	to the tax-status of the Bonds.	
"Authenticating Agent" shall mean the agent so described in, and appointed pursuant to,	
Section 2.03 of this Master Indenture.	
"Authorized Denomination"  shall mean,  unless  provided otherwise  in a  Supplemental	
Indenture with respect to a Series of Bonds, $5,000 if the Bonds bear an investment grade rating	
by  a  nationally  recognized  rating  agency,  and  otherwise,  initially  in  principal  amounts  of	
$100,000 and any integral multiple	of $5,000 in excess thereof, and thereafter, in denominations	
of $5,000 or any integral multiple thereof.	

2

"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 such other cities 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 the actual owner of Bonds while the Bonds	
in the name of Cede & Co.,	as	the nominee of DTC.  The Trustee is authorized to	
Beneficial Owners of a Series	of Bonds for purposes of approvals,  consents or	
taken hereunder or under a	Supplemental  Indenture  if beneficial  ownership  is	
satisfaction of the Trustee.			

are registered

recognize the

other actions

proven to  the

"Board" shall mean the Board of Supervisors	of the Issuer.	
"Bond  Counsel"  shall  mean  Counsel  of	nationally  recognized  standing  in  matters	
pe1taining 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," 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

pursuant to Section 6.06 hereof.

so

designated  which

1s

established

"Bond  Register"	shall	have	the	meamng	specified	m	Section  2.04

Indenture.

of

this	Master

"Bonds" shall mean the North Powerline Road Community Development District Special	
Assessment  Bonds,  issued  in  one  or more  Series  pursuant  to  the  provisions	of this  Master	
Indenture and one or more Supplemental Indentures, and Bonds subsequently issued to refund all	
or a portion of such aforementioned Bonds.		
"Business Day" shall mean any day other than a Saturday or Sunday or legal holiday or a	
day on which the designated corporate office of the Trustee, the Registraranyor	Payingis Agent	
closed, or any day on which the payment system of the U.S. Federal Reserve is not operational.	
"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 "Ce1tified 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.		

"City"

shall mean the

City

of

Davenp01t, Florida.

3

"Code" shall mean the Internal Revenue	Code of 1986,	as amended.						
													
"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 rep01i 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 caffy out duties imposed	on the Consulting Engineer by this		
Master Indenture and any Supplemental Indentures.  The Independent engineer or engineering		
firm or corporation at the time serving as the engineer to	the Issuer may serve as  Consulting		
Engineer under this Master Indenture and any Supplemental Indentures.							
"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by		
and among the Issuer, the  dissemination agent named therein and any Landowner that is the		
owner of at least twenty percent (20%)	of the District Lands which have been determined	by the		
Issuer to be lands benefited by the Project or portion thereof financed	with the proceeds of a		
Series of Bonds or are responsible for payment of	at least twenty percent (20%) of the Special		
Assessments levied and collected on all or a portion	of the District Lands with respect to the		
Project or p01iion thereof financed	by such Series	of	Bonds, and any other Obligated	Person(s)		
								
					of	one  or more  Series	of Bonds hereunder,		
under the Rule,  in connection with the issuance					
												
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 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:		

construction,

(a)	expenses	of	determining  the  feasibility	or  practicability		
						
or reconstruction of the Project;			

of

acquisition,

(b)

cost

of

surveys, estimates, plans, and specifications;

(c)

(d)

and advisory expenses

cost of improvements;

engineering, architectural, fiscal, legal, accounting and other professional

and charges;

(e)	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		

4

employees,

the Issuer);

materials

(f)

(g)

(h)

(i)

and supplies purchased by the Issuer and permits and licenses obtained		
cost of all lands, properties, rights, easements,	and franchises acquired;		
			
financing charges;			
creation of initial reserve and debt service funds;		
working capital;			

by

(i)	interest charges incurred or estimated to be incurred on money	bonowed	
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 and as approved by Bond	
Counsel;				

(k)	the	cost

adve1iisements and printing;

of

issuance

of

Bonds,	including,	without	limitation,

issuance

(1)

of bonds;

(m)

the

the

cost of any

discount, if

election held pursuant to the

any, on the sale or exchange

Act and all other expenses

of Bonds;

of

(n)	amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act;

( o)

Project;

costs

of

prior improvements performed by the Issuer in anticipation

of

the

(p)	costs incmTed to enforce remedies against contractors, subcontractors, any

provider of labor,  material,  services,	or  any  other Person,  for	a	default  or  breach under  the		
						
con-esponding contract, or in connection with any other dispute;					
( q)	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;							

(r)	payments, contributions, dedications, and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose;

(s)	administrative expenses;

(t)	taxes, assessments and similar governmental charges during construction

or reconstruction of the Project;				
(u)	expenses	of Project management	and supervision;		

5

(v)

relating to the Project;

costs

of

effecting  compliance  with  any  and  all	govemmental  permits

construction,

(w)	such other

or reconstruction of

expenses as	may be necessary or incidental	to the acquisition,		
				
the Project or to the financing thereof; and			

(x)

any other "cost"

or expense

as

provided by the Act.

In connection with the refunding or redeeming	of any Bonds, "Cost" includes, without limiting		
			and (m) above, and other expenses		
the generality of the foregoing, the items listed in (d), (k), (1)			
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,		
conespond 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 attomey-at-law or law firm (who may be counsel for the Issuer)		
not unsatisfactory to the Trustee.												
"County" shall mean Polk County, Florida.								
"Credit Facility" shall mean any credit enhancement	mechanism such as	an inevocable		
							
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		
							of the principal		
which the entity providing such facility agrees to provide funds to make payment			
of and interest on the Bonds.  Notwithstanding	anything to the contrary contained in this Master		
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:			
	(a)	interest payable on the Bonds during such period, subject to reduction	for		
amounts held as capitalized interest in the Funds and Accounts	established under this Master		
					
Indenture and any Supplemental Indentures;										

(b)	amounts required to be paid into any mandatory sinking fund account with

respect to the Bonds during such period; and

6

(c)	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.	
For any Bonds that bear interest at a variable rate, the interest payable for a specified	
period shall be determined as if such Bonds bear interest at the maximum rate provided for in the	
applicable Supplemental Indenture and if no maximum rate is provided for in the Supplemental	
Indenture, the maximum rate shall be 12% per annum.	

"Debt Service Reserve Fund"  shall mean the Fund

pursuant to Section 6.05 hereof.

so

designated which

is

established

"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 or subaccount therein 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 or subaccount therein in		
one of the three highest rating categories, without regard to gradations, of both Moody's and		
S&P, unless otherwise approved by the Credit Facility Issuer, if any, who has issued a Credit		
Facility 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 or		
subaccount therein 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 or subaccount therein in one of the three highest		
rating  categories  (without regard to  gradations)  of both Moody's  and  S&P,  unless  otherwise		
approved by the Credit Facility Issuer, if any, who has issued a Credit Facility 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

callable Government Obligations.

mean,

to

the extent permitted by law, (a) cash, or (b) non-

7

"District Lands" or "District" shall mean the premises governed by the Issuer, consisting		
of approximately 190.56 gross acres	of	land located within the County and the City, as	more		
fully described in Exhibit A hereto.																			
"District Manager" shall mean the then District Manager	or acting District Manager	of		
								
the Issuer.																				
"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	of each		
calendar year and ending on September	30		of the following calendar year, and also shall mean		
	to	and including	the next succeeding September 30; or		
the period from actual execution hereof					
							be	established  pursuant  to  a		
such  other  consecutive  twelve-month  period  as  may  hereafter					
Certified Resolution as the fiscal year of the Issuer for budgeting	and accounting purposes as		
							
authorized by law.																				
"Fitch" shall mean Fitch Ratings,	Inc., a corporation 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,		
			recognized securities rating	agency		
"Fitch"  shall  be  deemed to  refer to  any  other nationally				
											
designated by the Issuer and acceptable to the Trustee.												
"Fund" shall meanfundany		established pursuant to this Master Indenture.					
"Generally  Accepted  Accounting  Principles"  shall  mean  those  accounting  principles		
applicable in the preparation of financial statements	of municipalities.						
"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 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		
		transacts business with the Issuer or Developer shall		
Person is retained regularly by or regularly			
															
not make such Person an employee	within the meaning of this definition.					
																			
"In Kind Payment"  shall  mean  an in kind prepayment			made  by or on behalf of any		
Landowner of Special Assessments	levied against such Landowner's property by the surrender		
						a Series equal to the principal amount	of	the		
and cancellation of a principal amount of Bonds of					
Special Assessments levied by the Issuer against such property		for the purpose of paying the		
				all in accordance with the		
Debt Service Requirements on the Series	of Bonds to be prepaid,			
							
provisions of Section 9.08(c) of this Master Indenture.												

8

"Interest  Account"	shall

account within the Debt Service

mean  the  Account  so

Fund pursuant to Section

designated,	established

6.04 hereof.

as

a  separate

"Interest  Payment  Date"	shall  mean,  unless  otherwise  provided  in  a  Supplemental		
Indenture with respect to a Series	of Bonds, each May 1 and November	1 commencing on the		
			Indenture pursuant		
date specified in the Certified Resolution	of	the Issuer or in the Supplemental			

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		
		which shall always be a Business		
shall extend to, but not include, the date of such final payment,			
					
Day.									

the

"Investment

extent that such

Securities" shall mean and include any

securities are legal investments for funds

of the of the

following

Issuer:

securities,

if

and to

(i)	Government Obligations;					
(ii)	obligations  of any	of the  following	agencies:	Government  National		
							
Mortgage Association (including participation certificates issued by such association);  Fannie		
Mae  (including participation certificates  issued  by  such  entity);  Federal  Home  Loan Banks;		
Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student		
Loan Marketing Association; Federal Home Loan Mortgage Corporation;			
(iii)	deposits, Federal funds or bankers' acceptances (with term to maturity	of		
				
270 days or less) of any bank, including the Trustee's bank, which, at the time of deposit, has an		
unsecured,  uninsured	and  unguaranteed	obligation  rated  in  one  of	the  two  highest  rating		
							
categories by both Moody's and S&P;						

(iv)	commercial paper rated in the top two rating category by both Moody's

and S&P at the time	of purchase;										
(v)	municipal securities issued by any state or commonwealth	of	the United		
						
States or political subdivision thereof or constituted authority thereof including, but not limited		
to, municipal corporations, school districts and other special districts, the interest on which is		
exempt from federal income taxation under Section 103 of	the Code and rated A-	or higher by		
Moody's, Fitch or S&P at the time of purchase;							
(vi)	both  (A)  shares	of	a  diversified	open-end  management		investment		
							investment		
company  (as  defined  in  the  Investment	Company  Act  of  1940)  or  a  regulated			
				
	the Code) that is a money market fund that is rated in		
company (as defined in Section 851(a)	of			
the highest rating category for such funds by Moody's	and S&P, and (B) shares of	money market		
mutual funds that invest only in Government	Obligations and obligations of any of the following		
agencies:    Government  National  Mortgage  Association  (including  participation  certificates		
issued  by  such association);  Fannie  Mae  (including participation certificates  issued  by  such		
entity);  Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority;		
Fa1mers  Home  Administration;  Student	Loan  Marketing	Association;  Federal	Home  Loan		

9

M01igage Corporation and repurchase agreements secured by such obligations, which funds are		
rated in the highest categories for such funds by both Moody's	and S&P at the time	of purchase;			
														
	(vii)    repurchase  agreements,  which will be collateralized	at	the  onset	of the		
			of the Collateral		
repurchase agreement of at least 103% marked to market weekly by the Holder			
(as defined herein) with collateral with a domestic	or foreign bank or corporation (other than life		
				of	which,	or,  in	the  case	of	a		
or property	casualty  insurance  company)		the  long-term debt								
								of	the guarantor	is	rated	at	least		
financial guaranty insurance company,	claims paying ability,									
									if		
													shall provide that			
"AA" by S&P and "Aa" by Moody's provided that the repurchase agreement				
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  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,"		
				notify the Issuer and the Trustee	of	such downgrade		
respectively, the provider must promptly					
												either (1) maintain		
and at the direction by the Issuer to the Trustee, within days,ten(10) calendar				
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 be entitled to, and in such event, the Trustee shall,		
provided  it	has  been provided  with notice  of	such  downgrade,	withdraw the	entire	amount		
					of such notice.  Any		
invested plus accrued interest within two (2) Business	Days after receipt			
repurchase  agreement  entered  into  pursuant  to  this  Indenture  shall  contain  the  following		
additional provisions:																						
	(a)	Failure	to	maintain the requisite	collateral percentage will require		
																	
the Issuer or the Trustee to liquidate	the collateral as provided above;								
																		
	(b)	The  Holder	of the  Collateral,  as  hereinafter  defined,  shall  have		
possession of the collateral or the collateral shall have been transfened 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);																		
	(c)	The repurchase agreement shall state and an opinion of Counsel	in		
					
form and in substance satisfactory	to the Trustee 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);																			
	(d)	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		
							
						Institutions Reform, Recovery		
"qualified financial contract"	as	defined in the Financial			
														
and Enforcement Act of 1989 ("FIRREA")	and such bank is subject to FIRREA;					

10

( e)

agreement, and such
Trustee of any change

(f)
of any fraud involved

The	repurchase	transaction	shall	be	in	the	form	of a  written

agreement shall require the provider to  give written notice to the

in its long-te1m debt rating;

The Issuer or its designee shall represent that it has no knowledge

in the repurchase transaction;

(g)	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 Trustee) 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 te1ms;								
(h)	The term of the repurchase	agreement shall be no longer than ten		
							
years;									
(i)	The  interest  with  respect  to  the  repurchase	transaction	shall  be		
				when		
payable at the times and in the amounts	necessary	in order to make funds available			

required under an	applicable Supplemental	Indenture;					
								
G)	The  repurchase  agreement  shall  provide  that  the  Trustee	may		
withdraw  funds  without  penalty  at  any  time,  or  from  time  to  time,  for  any  purpose		
pe1mitted or required under this Indenture;							

(k)	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													
(1)	The collateral delivered or transfened	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 transfened	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 of the Holders and the Trustee.	The custodial agreement shall		
			over	the	collateral  of the		
provide  that  the  Trustee  must  have  disposition	or  control					
	of default	by	the	provider  of such		
repurchase  agreement,  inespective	of	an  event						
												
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;						

(viii)	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		

11

institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims	-paying		
			
ability) rated in the highest short-term rating category by Fitch, Moody's	or S&P (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 (if the term	of such agreement is more than 365 days) or is the lead	bank of a parent bank		
			of the aforesaid		
holding company with an uninsured,  unsecured and unguaranteed	obligation			
						
ratings, provided:							

(a)	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;			

(b)	moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two (2) days' notice unless otherwise specified in a Supplemental Indenture;

(c)	the  same	guaranteed  interest  rate  will	be  paid  on  any	future		
				to its required	amount; and						
deposits made to restore the account								
									
(d)	the Trustee	receives an opinion	of Counsel that such agreement	is		
							or		
an  enforceable  obligation  of such  insurance  company,  bank,  financial  institution			
			
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 five		
					
(5) days of such	downgrade event and the provider shall at its option, within ten (10)		
business days after notice is given to the Trustee	take any one of	the following	actions:			

(1)	collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to
approach,market	or					
(2)	assign the agreement to another provider,	as	long as the minimum		
rating criteria of "AA"	rated investment from S&P or Fitch and an "Aa2" from Moody's		
					
with a market to market approach; or				

(3)	have the agreement guaranteed by a provider which results in a minimum rating criteria of an "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

(4)	repay all amounts	due and owing under the agreement.		

In the event the provider	has not satisfied any one	of the above	condition within three		
						
days of the date such	conditions apply, then the agreement shall provide that the Trustee shall		
entitled  to  withdraw  the  entire  amount  invested  plus  accrued  interest  without	penalty		
			
premmm.							

(3)

be
or

12

(ix)	bonds,  notes  and  other  debt  obligations	of	any	corporation  organized		
			of the United States or the		
under the laws of the United States, any state or organized tenitory			
District of Columbia,	if such obligations are, at the time	of purchase, rated "A-" or better by at		
least two (2) of the following rating agencies:	Moody's, S&P or Fitch or "AA-" or better by		
										
either S&P or Fitch or "Aa-" or better by Moody's;									
(x)	the Local Government Surplus Funds Trust Fund	as described	in Florida		
				that such		
provisions	conesponding		of subsequent laws provided			
Statutes, Section 218.405 or the						regard to gradation) or at		
fund, at the time of purchase, is	rated at least "AA" by S&P (without			
							
least "Aa" by Moody's (without regard to gradation);									

(xi)	in  addition  to  the  deposits  described  in  subsection  (iii)  above  in  the
definition of Investment Securities,	time deposits, demand deposits or certificate	of	deposit	of		
					of		
				incorporated under the law of the United States			
any depository institution or trust company				
					and		
America or any State (or any domestic	branch of a foreign bank) and subject to supervision			
					
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's; and					

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

The Trustee shall be entitled to conclusively rely that any investment directed by the Issuer is

permitted under the Indenture.

"Issuer" shall mean the North Powerline Road Community Development District.

"Landowner"	shall	mean	any	owner

Assessments.

of

District	Lands	encumbered	by	Special

"Majority Holder" shall mean the Beneficial	Owners of more than 50% of	the applicable		
										
Series of Bonds then Outstanding.											
"Majority Landowner" shall mean, for purposes	of this Master Indenture, any person or		
entity, including all affiliated persons and/or entities thereof, which collectively own more than		
50% of the District Lands.											
"Major  Non-Recuning  Expense"	shall  mean  the  cost		of  major  replacement	or		
				or		
				of	major  repairs,  renewals			
reconstruction  of the  Project,  or  any  part  thereof,  the  cost					
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	dated as of [	1, 2018]		
				with		
by and between the Issuer and the Trustee,	as amended and or supplemented in accordance			

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		

13

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  m		
question, all Bonds of	such Series authenticated and delivered under the Indenture, except:		
(a)	all Bonds theretofore cancelled or required to be cancelled under Section		
2.07 hereof;				
(b)	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				

(c)	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 actually		
known by a Responsible Officer of the Trustee to be held by or on behalf of	the Issuer shall be		
disregarded for the purpose of any such determination, unless all of the Bonds		of such Series are		
held by or on behalf of the Issuer; 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 Series  of Bonds, with respect to  each Series  of Bonds  Outstanding,	(a) all		
			
revenues received by the Issuer from Special Assessments levied and collected on all or	portion		
of the District Lands with respect to the Project or portion thereof financed by 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		

14

certificates with respect to such Special Assessments,	and (b) all moneys on deposit in the Funds		
and Accounts  established under the  Indenture  for,  or  otherwise  expressly  allocated to,  such		
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	shallapplynot		
		.			
to any of the moneys described in the foregoing clauses (i) and (ii) of this provision)				

"Prepayment" shall mean the payment by any

Assessments encumbering its prope1iy, in whole or

Landowner may make a Prepayment in kind pursuant

owner of Prope1iy of the amount of Special
in part, prior to its scheduled due date.	A

to the provisions of Section 9.08 hereof.

"Project"  shall mean with respect to  any  Series  of Bonds,  the  portion  or portions	of		
			
ce1iain  infrastructure  improvements  including roadway,  water,  sewer,  landscaping,  irrigation,		
st01m water management, entry features  and recreational improvements to be acquired and/or		
constructed by the Issuer, whether within or outside the District Lands, all as more specifically		
described in the Supplemental Indenture	relating to such Series	of	Bonds; provided	that a Project		
								
				which Special Assessments	to secure such		
shall specially benefit all of the District Lands on				
							
Series of Bonds have been levied.																		
"Project Documents" shall mean all permits, drawings, plans and specifications, contracts		
and other instruments  and rights relating to the Project and the	development assigned by the		
developer(s) of the District Lands	to the Issuer pursuant	to a collateral assignment.						
													
"Prope1iy Appraiser" shall mean the prope1iy	appraiser	of the County.							
														
"Prope1iy 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  so  designated,	which  1s  established  pursuant  to		
											
Section 6.11 of this Master Indenture.																	
"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 f01ih 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,		

15

or	designated	established by the United	States	of America, (b) the State, any political	subdivision		
								
							or instrumentality heretofore or hereafter		
	thereof and any department	of or corporation, agency			
						and any department of or		
												
	created, designated or established by the State, (c) the City, the County			
	corporation, agency or instrumentality heretofore or hereafter created, designated or established		
	by the  City or 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 with respect	to the Issuer, any member	of the Board,		
						designated by Certified		
	the District Manager, or any other officer	of	the Issuer or other person			
					to act for any of the		
		shall be on file with the Trustee,			
	Resolution of the Issuer, a copy of which				
						or other		
						of any particular document			
	foregoing, either generally or with respect to the execution				
					
	specific matter,  and when used with respect to	the Trustee, any vice president,	assistant vice		
	president,	senior  associate	or  other  officer	of	the  Trustee	within  the  corporate  trust  office		
														
	specified in Section 15.06 (or any successor corporate trust office) having direct responsibility		
	for the administration of this Indenture.															

"Revenue Fund"  shall mean the  Fund so  designated

Section 6.03 hereof.

"Rule"	shall  mean  Rule 15c2-12(b)(5)  promulgated

Commission pursuant to the Securities Exchange Act of 1934,

time to time.

which is  established pursuant	to		
			
by  the  Securities  and  Exchange		
as the same may be amended	from		

"S&P"  shall  mean  Standard	&  Poor's,	a	Standard		&  Poor's	Financial	Services  LLC		
business,  a corporation organized	and existing under the  laws  of	the State of	New York,	its		
						
					shall  be	dissolved	or liquidated or  shall  no		
successors  and	assigns,  and,		if such corporation					
					"S&P" shall be deemed to refer to any		
longer perform the functions	of a securities rating agency,			
															
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 Ce1iified 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		
						applicable  Supplemental		
				pursuant  to  Aliicle	II  hereof	and  the			
substitution  for	such	Bonds						
																
						in  maturity,  interest  rate  or  other  provisions;  provided,		
Indenture,  regardless	of	variations			
			Bonds  may  be  issued	simultaneously  under  the	same		
however,  two	or  more	Series	of					
								by the Issuer upon original		
									of	Bonds			
Supplemental Indenture if designated as separate Series					
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 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		
					
			parity bonds even if issued	at the		
secured by separate Special Assessments will not be issued	as				

same time.																									

"Series Account"

shall mean

any

Account established

as

to

a particular Series

of

Bonds.

16

"Sinking Fund Account" shall mean the Account	so	designated,		
				
account within the Debt Service Fund pursuant	to Section 6.04 hereof.		

established

as

a separate

"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 against District Lands that are subject to assessment		as a result of	a particular Project or any		
						and (b) the net proceeds		
portion thereof or against one or more identified Assessment Areas,			
derived from the levy and collection	of	"benefit special assessments,"	as provided	for in Section		
								
190.021(2) of the Act, against the lands within the District 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		
						
			statutes thereto),  including,  without  limitation,  any		
197,  Florida  Statutes  (and  any  successor			
amount received from  any foreclosure	proceeding for  the  enforcement	of	collection	of such		
		of tax certificates with respect	to		such assessments,		
assessments or from the issuance and sale						
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	"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.																				
"Special Record Date" suchshall mean	date	as	shall be fixed for the payment of defaulted		
			hereof.										
interest on the Bonds in accordance	with Section 2.01											
																					
"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.									
																
"Trust Accounts" shall mean Funds and Accounts	that the Trustee administers as trustee,		
			for a Series	of Bonds.			
including, but not limited to, the trusts created by the Indenture					
										
The words "hereof" "herein"	"hereto " "hereby"		and "hereunder" (except in the fonn 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 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.																	

17

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		
			Road		
conditions  of this  Master  Indenture,  its  obligations to	be  known	as  "North Powerline			
Community Development District Special Assessment	Bonds, Series __" (the "Bonds").	The		
				under this Master Indenture		
total principal amount of Bonds that may be issued and Outstanding			
is not expressly limited to a specific principal	amount; provided, however, that the total principal		
				under this	Master  Indenture  shall		be		
amount  of Bonds that may  be  issued  and  Outstanding						
					and	(ii)		
subject to any conditions and/or limitations	(i) set forth in a Supplemental Indenture				
							
under State law.  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		
	variations, omissions and insertions	as		
form attached hereto as Exhibit C, with such appropriate				
				
	otherwise provided in a Supplemental		
are permitted or required by this Master Indenture	or	as			
				of the conditions set forth in Aliicle		
Indenture.  All Bonds shall be issued only upon satisfaction			
III hereof; and the Trustee shall, at the Issuer's 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		
					dates	of		
currency  of the  United  States  of	America	which  is  legal  tender  on the  respective				
							
								provided in		
payment thereof for the payment	of public  and private debts.   Unless  otherwise			
							
			Indenture, the principal of all Bonds shall be payable at		
Section 2.11 hereof or in a Supplemental			
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		
				check or	draft		
Indenture,  interest on any Bond is payable on any  Interest Payment Date by				
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		

18

	fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior		
	to the date of proposed payment.	The Trustee shall cause notice	of the proposed payment		of		
	such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-		
	prepaid, to each Owner of record	as of the fifth (5th) day prior to such mailing, at his address		as		
	it appears in the Bond Register on the date of any such mailing.	The foregoing notwithstanding,		
	but subject to the procedures set forth in 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		
										by wire transfer shall remain		
	payments are to be wired.  Any such request for interest payments			
	in effect until rescinded	or changed,	in a writing delivered by the  Owner to the Trustee and		
				or change	of wire transfer instructions	must be received		
	Paying Agent, and any such rescission					
					Record Date.		
									to	the relevant			
	by the Trustee and Paying Agent at least fifteen (15) days prior					
	Unless  provided  otherwise  in  a	Supplemental	Indenture  with  respect  to  a		Series  of Bonds,		
	interest on the Bonds will be computed	on the basis of a 360-day year of twelve 30-day months.		
				Indenture  with  respect to  a		Series  of Bonds,		
	Unless  provided  otherwise  in  a	Supplemental					
	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 Chairperson or		
			the	Board	designated  by	the		
	Vice  Chairperson  of the  Issuer  or		by  any  other  member  of						
	Chairperson for such purpose, and the corporate	seal of the Issuer shall appear thereon (which		
							signature	of its Secretary or		
	may be in facsimile) and shall be attested by the manual or facsimile				
	Assistant Secretary.  Bonds executed		as	above provided may be issued and shall, upon request of		
									that one or both of	the officers of	the		
	the Issuer, be authenticated by the Trustee, notwithstanding					
				to hold office at the time		of		
	Issuer whose signatures appear on such Bonds shall have ceased					
or	issuanceauthenticationor	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, 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.																					
	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		

19

regulations as the Issuer and Registrar	may prescribe, the Issuer shall provide for the registration		
	of	transfers and exchanges		of		such Bonds.		The Trustee		
of the Bonds and for the registration										
shall notify the Issuer in writing	of the specific office location	(which may be changed from time		
																					
			at which the Bond Register is kept.   Initially, and until the		
to time, upon similar notification)				
Trustee provides notice to the Issuer as provided in the immediately preceding sentence, the		
Bond Register shall be kept at the Trustee's corporate trust office in Minneapolis, Minnesota.				
SECTION 2.05.   Mutilated, Destroyed, Lost or Stolen Bonds														
If any  Bond	shall  become		mutilated,  the		Issuer	shall		execute		and  the	Trustee	or		
												authenticate and deliver a new Bond		
Authenticating Agent, as the case may be, shall thereupon			
								for the Bond	so mutilated,		
of like Series, tenor and denomination	in exchange and substitution					
				the case may be,	of	such		
		or Authenticating Agent,		as						
but only upon surrender to the Trustee									
											or Authenticating Agent,	as	the		
mutilated Bond for cancellation, and the Issuer and the Trustee					
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		
										to both shall be given, the		
																											
such evidence shall be satisfactory to both and indemnity satisfactory			
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		
						the		provisions	of		this  Section  shall  be  bome	by	the		
providing  any	substitute	Bond  under										
										lost,		
Bondholder for whose benefit such substitute Bond is provided.		If any	such mutilated,			
stolen or destroyed Bond shall have matured	or be about	to	mature, the Issuer	may, with the		
										the		
		the  case may  be,  pay to  the  Owner			
consent of the	Trustee  or Authenticating Agent,  as				
					
principal amount of and accrued	interest on such Bond upon the maturity thereof and compliance		
																	of	a substitute Bond therefor.		
with the aforesaid conditions by such Owner, without the issuance				
																		
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		
this Master Indenture and applicable Supplemental Indenture equally and propmiionately with		
any and all other Bonds	of such same Series	duly issued hereunder and under such Supplemental		
																												
Indenture.																																						
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		
																														
sunender.																																						
SECTION 2.06.	Temporary Bonds																											
.  Pending preparation	of definitive	Bonds, or by agreement with the original purchasers		
							the Trustee shall authenticate	in lieu of		
of all Bonds, the Issuer may issue and, upon its request,				
							
												of substantially the tenor		
definitive Bonds one or more temporary printed or typewritten Bonds			
recited above.	Upon request	of	the Issuer, the Trustee		shall authenticate definitive Bonds in		
									of	temporary Bonds.  Until so		
				of	an equal principal amount				
exchange for and upon surrender						

20

exchanged,  temporary Bonds  shall have

definitive Bonds.	So long as Cede & Co.,
of the Bonds, the definitive Bonds shall be

the  same rights,  remedies  and  security hereunder as		
or any other nominee of DTC is the registered	Owner		
			
in typewritten form.			

SECTION 2.07.

Cancellation and

Destruction

of

Surrendered Bonds

.	All  Bonds  sunendered  for  payment  or  redemption  and  all  Bonds  sunendered  for		
exchange shall, at the time of such payment,	redemption or exchange, be promptly transferred by		
		of by, the		
the Registrar, Paying Agent or Authenticating Agent to, and cancelled and disposed			
				
Trustee in accordance with its then current procedures.  The Trustee shall deliver to the Issuer a		
certificate of destruction ( or other evidence	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		
the Bonds to be kept at the designated	office of the Registrar.		

a Bond Register

in respect

of

Upon surrender for requisition of transfer of

Registrar, and upon compliance with the conditions

Section 2.08, the Issuer shall execute and the Trustee

as described in Section 2.03 and Section 2.04 hereof)
of the designated transferees, one or more new Bonds

the same Series and maturity.

any Bond at the designated office  of the
for the transfer of Bonds set forth in this

(as Authenticating Agent and/or Registrar

shall authenticate and deliver, in the name
of a like aggregate principal amount and of

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  or  agency.   Whenever  any  Bonds  are  so  sunendered  for		
exchange, the Issuer shall execute and the Trustee (as Authenticating Agent and/or Registrar as		
described in  Section 2.03  and  Section 2.04  hereof)  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 this Master Indenture		
and  applicable  Supplemental  Indenture	as  the  Bonds	of such  Series  sunendered	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		
				of Bonds.		
governmental charge that may be imposed in connection with any transfer or exchange			

Neither the Issuer nor the Registrar	on behalf of the		
			
transfer or exchange any Bond during a period beginning at		

Issuer shall

the opening

be
of

required (i) to issue,

business fifteen (15)

21

days before the day

ending at the close

Bond so selected for

of mailing of a notice of redemption of
of business on the day of such mailing,

redemption in whole or in paii.

Bonds selected for redemption and

or (ii) to transfer or exchange any

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 IncmTence

of

Certain Indebtedness

.	The Issuer will not issue Bonds of any Series, 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) 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

Bonds, the following provisions shall apply:

of

Unless provided otherwise in a Supplemental Indenture with respect to a Series of Bonds,	
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, such Bonds shall be deposited with DTC, which shall be responsible	
for maintaining a book-entry-only system for recording the ownership interest of its paiiicipants	
('DTC Participants") and other institutions that clear through or maintain a custodial relationship	
1		
with  a  DTC  Paiiicipant,  either  directly  or  indirectly  ("Indirect  Paiiicipants").	The  DTC	

22

Paiiicipants and Indirect

the beneficial ownership

Participants will be responsible for		
interests of individual purchasers	of		

maintaining records with respect to

the Bonds ("Beneficial Owners").

	Principal and interest on the Bonds	registered in the name	of Cede & Co. prior to and at		
													of such amounts	to		
maturity shall be payable directly	to Cede & Co. in care of DTC.  Disbursal				
					
							of DTC.  Payments by DTC Participants	to Indirect		
DTC Participants shall be the responsibility				
							
Participants, and by DTC Pmiicipants	and Indirect Participants to Beneficial Owners shall be the		
													of DTC, the Trustee	or the		
responsibility of DTC Participants and Indirect Participants and not				
					
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 Paiiicipants.																								
	DURING THE PERIOD		FOR	WHICH CEDE & CO.	IS REGISTERED	OWNER OF		
						PROVIDED TO ANY REGISTERED OWNER WILL		
THE BONDS, ANY NOTICES	TO BE			
																FOR NOTICES TO DTC		
BE	PROVIDED TO CEDE	& CO. DTC SHALL BE RESPONSIBLE			
								NOTICES		
													SHALL  BE RESPONSIBLE  FOR			
PARTICIPANTS AND  DTC  PARTICIPANTS				
	DTC	PARTICIPANTS		AND	INDIRECT		
TO	INDIRECT   PARTICIPANTS,		AND								
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		
te1minated at any time by either DTC or the Issuer.	In the event	of	such termination,	the Issuer		
								
							DTC, the Trustee will		
shall select another securities	depository.		If the Issuer does not replace			
													
															in the form of fully registered		
register and deliver to the Beneficial Owners replacement Bonds			
													
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-		
								
															shall deliver bond		
entry only system in conformity	with the requirements of DTC, the Trustee			
									
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 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		
				or to refund all or a portion	of		
of financing the Costs of acquisition or construction of the Project				
				
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		

23

the Indenture).	In connection	with the issuance of a Series of Bonds the Trustee		
			authenticate  the  Bonds  and  deliver  or  cause		
written  request	of  the	Issuer,			
				the request,	but only upon receipt of:		
	in		as	specified				
authenticated and delivered,							

shall,  at the

them	to	be

(1)	a Certified Resolution		of the Issuer (a) approving	a Supplemental		
									of the		
																								
Indenture under which the Series	of Bonds are to be issued; (b) providing the te1ms			
Bonds and directing the payments to be made into the Funds and Accounts in respect		
thereof as provided in Article VI hereof; ( c) authorizing the execution		and delivery	of the		
					a	refunding,		
Series  of Bonds  to	be	issued;		and	(d)  if		the  purpose		is		to	effectuate				
														defeasance		
authorizing  the  redemption,		if	any,	of	the  Bonds  to  be  refunded	and	the			
																	
									of	an escrow agreement,	if	applicable, and other		
thereof, and the execution	and delivery						
																																				
matters contained in Section XIV hereof;																										
	(2)	a written opinion or opinions	of	Counsel to the Issuer, addressed	to		
							
										to the issuance		of the		
the Trustee that (a) all conditions prescribed herein as precedent					
Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed and		
when  authenticated	and	delivered		pursuant		to	the	request	of the  Issuer		will  be	valid		
																	
					the benefit of	the trust	created		hereby and will be		
obligations  of	the Issuer		entitled to							
enforceable in accordance		with their te1ms 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	requiredconnectionin		with		
							of	the  improvements		
																						
the  issuance  of	the  Bonds	or in connection with the  acquisition				
															
included in the Project have been obtained or can be reasonably expected to be obtained		
on or prior to the date such consents are required for the Project;		(d)		if the acquisition	of		
	such issue, (i) the Issuer		
any real property or interest therein is included in the purpose	of			
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		
			satisfactory	to  the		
opinion may be	stated in reliance	on the		opinion	of other Counsel				
															
						by a reputable		title company) (clauses (c) and		
signer or on a title insurance	policy issued						
													of	Bonds);	and (e)		
		of	the issuance	of a refunding Series						
(d) shall not apply in the case									
											
whether a certificate described	in Section 3.01(13)	hereof	is required to be delivered and		

that such ce1iificate	confmms to the requirements of such section;														
	(3)	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  unde1iake  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 prope1iy against which the	Special Assessments are made,		
coequal with the lien of		all  state, county,	district 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)		this	Master	Indenture		and		the	applicable		

24

Supplemental Indenture have 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)	this Master	Indenture and the applicable Supplemental		
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 (clause (a)		
shall not apply in the case of the issuance of	a refunding Series of	Bonds);									
(4)	a Consulting Project	Engineer's certificate addressed		to	the Issuer		
					case  of	an		
				cost	of the Project,	and in the				
and the Trustee setting forth	the	estimated							
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		
									the Project improvements are		
specifications therefor; (b) to the best of his knowledge,			
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 Costs		
of construction of	such components		of	the Project; 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 info1mation	required in		
										
										evidence of	the acceptance		
clause (a), there may be delivered to the Trustee satisfactory					
			of the Project by one or		
of operational and maintenance responsibility of each component			
more  governmental  entities  (the foregoing  shall  not be  applicable	in the	case  of	the		
											
issuance of a refunding Series	of Bonds);																			
(5)	a copy	of	the Supplemental	Indenture for such Bonds, certified by		
												copy thereof;		
the Secretary or Assistant Secretary	of	the Issuer as being a true and conect			

(6)	the proceeds		of	the sale of	such Bonds	together with any required		
																		
equity deposit by a Landowner or other third party;															
(7)	any  Credit	Facility  authorized  by	the  Issuer	in  respect	to	such		
														
Bonds;																										
(8)	one or more Certified	Resolutions of the Issuer relating	to the levy		
			Issuer	has		
								that	the				
of Special Assessments  in respect	of the  Project,  and  evidencing						
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		all necessary		
		of resolutions  and the  establishment					
of public hearings, the  adoption						
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;																										

(9)

an

executed

opinion

of

Bond Counsel;

25

		(10)	a written direction of the Issuer to the Trustee to authenticate and		
deliver such Bonds;												
		(11)	a copy of a Final Judgment of validation and a Certificate of	No		
Appeal with respect to the Bonds that are subject to validation;							
		(12)	a collateral assignment from the developer(s) of	the District Lands		
to the Issuer of the Project Documents;											
		(13)	if at the time of issuance of a Series	of Bonds	a majority of	the		
members	of the Board of Supervisors of the District are not elected by qualified electors		
pursuant to the Act, a ce1iificate of the Majority Landowner and any other developer(s)	of		
the District Lands in form and substance satisfactory to the Issuer and Bond Counsel	( a		
"Developer's Certificate") which provides:  (a) the number ofresidential units expected to		
be  constructed  and  developed  on  the  District  Lands  owned  thereby,  together  with	a		
representation to the effect that the person or entity executing the Developer's Ce1iificate		
expects to proceed with due diligence and all reasonable speed to construct and sell the		
residential  units  to  members  of the  general  public who  are  umelated to  the  Majority		
Landowner or developer,  as  appropriate,  including an estimate of the timing expected		
with respect to such construction and sale, (b) certifications	that (i) the District was	not		
		by  the		Majority		
organized  and  will  not  be  operated  to  perpetuate  private  control					
Landowner, any developer or other nongovernmental	persons and (ii) upon completion	of		
								or		
the relevant p01iion	of the District Lands, it is expected that at least 250 of the owners			
occupants  of such  residential  units  will  qualify  as  a  "qualified  elector"  within  the		
meaning	of Section  190.006  of the Act,  and therefore will be eligible to vote for the		
members	of the Board of Supervisors of the District, (c) a representation of the Majority		
Landowner that during the development period	of the District Lands, and until such time		
as a majority of the members of the Board of	Supervisors	of the District are elected	by		
qualified electors pursuant to the Act, the Majority Landowner expects to elect a majority		
of	the members of the Board of Supervisors of	the District, will require that all members		
of	the Board of Supervisors elected thereby comply with all provisions of the Act, and		
that all members of the Board so elected by the Majority Landowner will act only in		
furtherance  of the public  purposes  described  in the  Act,	( d)  a  representation	that	the		
						
Project is and will continue to be facilities that:  (i) are permitted to be financed under the		
Act, (ii) will be owned by the District or such other governmental entity, (iii) will carry		
out an essential governmental function for the benefit of the  general public, including		
residents	of the Development, and (iv) will be available to the general public either free		
of	charge or at reasonable rates that are generally applicable and uniformly applied, and		
no  p01iion  of  the  Project  will  consist  of	commercial		or  industrial  facilities,		or		
								or		
improvements to property that will be owned by the Majority Landowner or developer			
any other nongovernmental person, (e) as of the date	of issuance of the Series	of Bonds,		
the Majority Landowner or other developer(s) does not expect to be required to make any		
payment  under  any  applicable  "true-up"  agreement,  and	(f) a  representation	that	the		
						
Majority Landowner or developer, as appropriate, executing the Developer's Ce1iificate		
understands  that  Bond  Counsel  will  rely  on  the  representations  and  certifications		
provided therein in giving its opinion that interest on the Series of Bonds is		excluded		
from gross income	for federal income tax purposes;										

26

	(14)	in	the  case	of the  issuance  of a  refunding  Series  of Bonds,		an		
					the		
Officer's	Certificate	of	the Issuer stating:	(a) the intended use of	the proceeds	of			
refunding Series of Bonds;	(b) the Bonds to be refunded; ( c) any other amounts available		
				of the issue plus the other amounts, if any, stated		
for such purpose; (d) that the proceeds			
										in		
to be available for the purpose will be sufficient to refund the Bonds to be refunded			
			
accordance with the refunding plan and in compliance with Article	XIV of this	Master		
		of such Bonds, and		
Indenture, including, without	limitation, to pay the Costs of issuance			
				of	the Bonds to be refunded has been duly		
(e) that notice of redemption, if applicable,				
given or that provision has	been made therefor,	as applicable;								
											
	(15)	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		
	(to the extent that	upon original issuance	thereof		
Bonds issued pursuant to the Indenture					
						from gross income		
such Bonds were issued as Bonds	the interest on which is excludable			

for federal income tax purposes);	and		
			
(16)	such  other  documents,  ce1iifications  and  opm10ns		
required by the  Supplemental Indenture,  by the Participating Underwriter		
purchaser of a Series of Bonds or	by the Issuer or the Trustee upon advice of		

as	shall	be

or the initial

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		
								by	the		
approved by a Ce1iified Resolution	of	the Issuer.   Execution	of	a Series	of the Bonds				
Issuer shall be conclusive evidence		of	satisfaction of the conditions precedent, set fo1ih	in	this		
Article, as to the Issuer and	the Underwriter.												
						ARTICLE IV											
ACQUISITION AND CONSTRUCTION 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		
					specifictothe			requirements	of		
																
and specifications may be	amended	from time to time, and subject									
					of Bonds.											
the Supplemental Indenture	for such Series												
																	
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 acquisition,	completion and operation of	any Project or	portion		
						any Project or p01iion		
thereof for which any Series of Bonds is being issued and shall complete				
thereof in conformity with	such approvals,	laws, rules and regulations.  Prior to the completion		
of the Project, in the event that any developer of the District Lands shall fail to pay, when	due,		
any Special Assessments levied against lands within the Issuer	owned by the developer	or	any		

27

affiliated entity thereof,  the Issuer shall immediately take  all  actions necessary, to		
revenues of the Issuer are legally available	for such purpose, to complete the Project		
			
without limitation, taking control of the Project Documents.		

the extent

including,

								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 fo1ih  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		
			of each Series	of Bonds (other than Bonds issued to		
Bonds issued hereunder and the proceeds				
				into the corresponding Series Account in		
refund all or a portion of the Bonds) shall be deposited			
	in	any Series Account	of the Acquisition		
the Acquisition and Construction Fund.  The amounts					
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		
							Fund	shall		be		
subaccounts  within  any  Series  Account	of the  Acquisition  and  Construction						
		of the  Issuer		
						of	Bonds  upon	request			
maintained  by	the	Trustee	in  respect	of each  Series							
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 the 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		
	reimbursed to  the Issuer for  Costs advanced,	and		
consultants' fees  and to  pay amounts	to		be				
								
				financing,  acquisition,	construction,	reconstruction,		
thereafter  to	pay	Costs	of  planning,						
																							
equipping and installation of the Project or p01iion thereof.													
	(a)	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:																
		(i)		Subject to the provisions	of Section 9.24 hereof, payments made to		
the Issuer from the sale, lease or other disposition	of	the Project or any portion thereof;			
														
		(ii)		Subject to	the	provisions	of	Section 9 .14		hereof,	the  balance	of		
insurance proceeds with respect to the loss or destruction	of	the Project or any portion		
											
thereof; and																										
		(iii)		Deposits made by any developer	of	the District Lands pursuant to		
																
the te1ms and provisions	of a developer	funding agreement.											
																		
Amounts in the applicable Series Account	of	the Acquisition and Construction	Fund shall be		
								
											pertaining to the Series		
applied to pay the Cost of	the Project or a p01iion thereof, as applicable,				

28

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	(as	defined  in  paragraph	( c)		
																if such		
below) of the Project or portion thereof pertaining to the Series of Bonds in question, and			
amounts are not reserved for payment	of any remaining part	of	the Cost	of the Project	as	directed		
		shall be transferred to	the applicable Series Account of	the		
in writing by the Issuer, such amounts						
			to	the redemption	of Bonds of	the Series	to which such		
Bond Redemption Fund for application							
														Supplemental Indenture.		
proceeds relate, as set forth in Section 6.06 hereof or in the applicable			
														
		(b)		Disbursements.		Unless provided	otherwise in a Supplemental Indenture,		
all payments from the Acquisition and Construction Fund shall be paid in accordance with the		
provisions	of this subsection.	Moneys	in	the appropriate Series Account	of the Acquisition and		
Construction	Fund	shall  be	disbursed	by  check,	voucher,	order,	draft,	certificate	or	wanant		
signed by any one or more officers or employees	of the Trustee legally authorized to sign such		
															of	the conditions		
items or by wire transfer to an account specified by the payee upon satisfaction				
for disbursement set forth in this subsection	(b ).	Before any such payment shall be made, the		
			requisition in the form	of Exhibit D attached		
Issuer shall file with the Trustee a fully executed				
								of	cost of	issuance, a certificate		
hereto, signed by a Responsible Officer and, except for payments					
			in	the  form		of	Exhibit  D		
of the  Consulting  Engineer	signed	by  a	consulting	engineer  also							
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		
													Fund														and pay		
																																	
withdraw from the appropriate Series Account	of the Acquisition and Construction							
	such requisition the	amount designated in such		
to  the person,  firm  or corporation named in				
requisition.	The Trustee shall have no duty to investigate	the accuracy or validity of the items		
delivered pursuant	to	this	section.			All  requisitions  and  certificates received by  the  Trustee		
																												subject at	all		
pursuant to this Section 5.01	shall be retained in the possession of the Trustee,					
reasonable	times to	the  inspection	of	the Issuer, the  Consulting Engineer, the  Owner	of	any		
Bonds, and the agents and representatives thereof.																							
		(c)		Completion	of	Project.	On the date of completion of the Project or if		
sufficient	moneys	are	retained  in	the  appropriate	Series  Account	of	the		Acquisition	and		
												
								in either case,	as	evidenced	by the		
Construction Fund, to	complete the		Cost of	the	Project,							
delivery of a Certificate of the Consulting Engineer and adoption	of a resolution	by the Board		
accepting	the  Project	as	provided		by	Section	170.09,		Florida	Statutes,	as	amended  (the		
												Acquisition	and		
"Completion	Date"),  the	balance	in		the	appropriate	Series	Account	of	the				
																of	the Cost		
Construction Fund not reserved by the Issuer for the payment	of any remaining part				
of the Project shall be transfened	by the Trustee to,  and deposited in,  the  applicable  Series		
										provided	in Section 6.06 hereof and in the		
Account of the Bond Redemption Fund and applied as				
																		
applicable Supplemental Indenture.																															
											ARTICLE VI																					
						SPECIAL ASSESSMENTS;																	
		APPLICATION THEREOF TO FUNDS AND ACCOUNTS								
SECTION 6.01.   Special Assessments; Lien oflndenture on Pledged Revenues					
.	The Issuer hereby  covenants that it shall  levy  Special Assessments in the  amount		
necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder and		

29

enforce  such Special Assessments pursuant to  the Act,  Chapter  170 or Chapter  197, Florida		
Statutes, or any successor statutes, as applicable.							
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 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.	If necessary, the Issuer shall direct		
the  Landowner making  such prepayment to  specify what Series	of Bonds  such prepayments		
relate.								
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 transfened 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 conesponding 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 this		
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.   Unless  provided  otherwise  by  Supplemental  Indenture,  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	transfened  to  the  Rebate  Fund)  shall  be  pledged  to  the  payment  of the  principal,		

30

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 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		
							below,		
deposit in the Series Account in the Revenue	Fund	to the Funds and Accounts designated			
							
the following amounts, at the following	times and in the following order of priority unless other		
										a Series of		
times and/or priorities are established	in a Supplemental Indenture with respect to			
																
Bonds:																		
FIRST,receiptupon	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 of the Debt Service Fund to		
						of a Series due on the next succeeding		
be applied to the payment of interest on the Bonds			
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 or November		1,  as		
			of a Series		
designated in the applicable Supplemental	Indenture thereafter while Bonds			
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  or  November  1,	as  so		
					of a Series		
designated in the applicable Supplemental	Indenture thereafter while Bonds			
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		

31

mandatory sinking fund redemption 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, if any,		
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.							
Except as otherwise provided in a Supplemental Indenture, the Trustee shall retain any		
moneys held for the credit of theare RevenuewhichFund		not otherwise required to be deposited		
pursuant to this Section and apply such amounts on subsequent dates for the purposes and in the		
priority set forth above.  Notwithstanding the foregoing, if pursuant to any Arbitrage Certificate		
it is necessary to make a deposit in the Rebate Fund, the Issuer shall direct the Trustee to make		
such deposit thereto.	Prepayments 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, if applicable,	a Series Sinking Fund Account for each Series	of		
Bonds and a Series Capitalized Interest Account, 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		

32

of the applicable Series of Bonds	
applicable	Series of Bonds as	it	
redeemed,	the amount,	if any,	in	
applied to the payment	of accrued	

as they mature upon sunender thereof and the interest on the

becomes payable, respectively.	When a Series of Bonds is
the Debt Service Fund representing interest thereon shall be
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		
	the Issuer shall notify the Trustee in writing that the Issuer		
such Series Sinking Fund Account,	if			
wishes to arrange for such purchase, the Trustee shall comply with the Issuer's anangements		
provided they conform to the Indenture.																
	Except to the extent otherwise provided in a Supplemental Indenture with respect to	a		
Series	of Bonds, purchases and redemptions out of the Series Sinking Fund Account	shall be		
								
made	as follows:																				
	(a)	The Trustee		shall apply the	amounts	required to  be transfened		to	the		
											of	the		
Series  Sinking  Fund  Account  (less  any  moneys	applied  to  the  purchase  of Bonds					
applicable  Series  pursuant  to  the  next  sentence  hereof)  on  the  mandatory  sinking  fund		
redemption date in each of the years set forth in the Supplemental Indenture to the redemption	of		
Bonds of the related Series in the amounts,	manner and maturities and on the dates set forth in		
		Price of 100% of the principal amount thereof.	At		
the Supplemental Indenture, at a Redemption				
			in		
the written direction of the Issuer, the Trustee shall apply moneys from time to time available			
			
the Series Sinking Fund Account to the purchase	of	Bonds of	the applicable Series which mature		
			principal	amount  thereof,  in		lieu		of		
in  the  aforesaid	years,  at  prices  not  higher  than  the								
redemption as  aforesaid,  provided		that  firm  purchase  commitments  can be  made  before  the		
															at less		
notice of redemption would otherwise be required to be given.  In the event of purchases			
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		
												
										the related Series Interest Account		
thereof (exclusive	of accrued interest) shall be transfened to			
of the Debt Service Fund.																			

(b)	Accrued interest on purchased Bonds

related Series Interest Account of the Debt Service Fund.

of

a Series shall be paid from the

(c)	In lieu of paying the Debt Service Requirements	necessary to allow any		
						the		
mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account,			
Issuer may present to the Trustee Bonds	of such Series purchased	by the Issuer pursuant to		
				that no Bonds of		
subparagraph (a) above and furnished for such purposes; provided, however,			
		in respect of		
such Series so purchased shall be credited towards the Debt Service Requirements			
		has been		
the mandatory redemption of Bonds of such Series for which notice of redemption			
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 so presented.									

33

SECTION 6.05.   Debt Service Reserve Fund							
.  The Trustee is hereby authorized and directed to	establish a Debt Service Reserve Fund		
and,  if applicable, 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 solely for the benefit of each related Series of Bonds or sub-Series, as		
determined by the applicable Supplemental Indenture; 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 or		
equity  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, prior to the Completion Date of a Project, be transferred to the applicable Series		
Account of the Acquisition and  Construction Fund,  and  after the  Completion Date,  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  a  Prepayment	of	Special		
Assessments,  which  Special Assessments  are  pledged for  the  payment  and  security	of such		
Series of Bonds, the excess amount shall be transferred from the Series Account or Subaccount		
of the Debt Service Reserve Fund to the applicable Series Account of the Bond Redemption		
Fund established for such Series of Bonds and shall constitute a credit against such Prepayment.		
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 for any other reason, the excess amount shall,		
unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, be		
transferred from  the  Series Account of the Debt  Service Reserve  Fund to  the related  Series		
Account or subaccount of the Bond Redemption Fund.							
Whenever  for  any  reason  on  an  Interest  Payment  Date,  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		

34

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 the Series	of	Bonds secured by the		
																												
Series Account of the Debt Service		Reserve Fund.																						
																															
	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		
			Reserve Fund a Debt Service Reserve Insurance Policy or Debt		
Account	of the Debt Service			
							either in lieu	of any cash amount required to be deposited		
Service Reserve Letter	of Credit,						
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		
												of	the Debt		
											are excess	moneys in the Series Account				
Reserve	Fund,  or	if at any time there						
										
Service Reserve Fund, the excess moneys in the Series Account		of	the Debt Service Reserve		
Fund shall be transfened to and deposited in the related Series Account or Subaccount	of the		
Revenue Fund.  If	a disbursement	is made from a Debt Service Reserve Insurance Policy or Debt		
			the Issuer shall be obligated to either reinstate the maximum		
Service Reserve Letter	of Credit,				
limits	of	such Debt Service	Reserve Insurance Policy or Debt Service	Reserve Letter	of	Credit		
						Account	of	the  Debt		
																	deposit into			the		Series					
immediately following	such disbursement or to											
Service Reserve  Fund,	as provided	in the Indenture for restoration		of	withdrawals from  the		
				of	the disbursement made		
Series Account of	the Debt Service	Reserve Fund, funds in the amount				
								Credit.		
under such Debt Service Reserve Insurance Policy or Debt Service	Reserve Letter of			
														
	In the event that upon the occunence	of any deficiency in a Series	Interest Account, a		
					of	the Debt		
											the Series Account				
Series Principal Account or a		Series Sinking Fund Account,								
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		
																						
											to remedy such deficiency,		in accordance with the terms		
Insurance Policy an amount	sufficient					
										Reserve Insurance		
																of Credit or Debt Service			
and provisions of	the Debt Service Reserve Letter				
Policy, as applicable, and any conesponding reimbursement or other agreement governing the		
Debt	Service Reserve	Letter		of	Credit	or	Debt	Service	Reserve	Insurance	Policy;	provided,		
																		the Debt Service	Reserve		
					such deficiency the Series Account of				
however, that if at the time	of					
Fund is only partially funded		with a Debt Service Reserve	Letter	of	Credit or Debt Service		
						Reserve Letter of Credit or Debt		
Reserve Insurance Policy, prior to drawing on the Debt Service				
Service	Reserve	Insurance	Policy,	as	applicable,  the  Trustee	shall  first  apply  any  cash  and		
								Reserve Fund to remedy the		
			Series	Account	of	the Debt Service				
securities on deposit in the								

35

deficiency  in  accordance	with the	second	paragraph	of this  Section  6.05  and,  if	after  such		
						up the balance	of the deficiency	by		
application a deficiency still exists, the Trustee shall make					
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		
										
	as	applicable, shall be applied as set forth in the second		
Debt Service Reserve Insurance Policy,				
paragraph of this Section 6.05.	Any amounts	drawn under a Debt Service Reserve	Letter	of		
								
										to	the issuer thereof in		
Credit or Debt Service Reserve Insurance		Policy shall be reimbursed				
	of	the reimbursement or other agreement	governing		
accordance with the te1ms and provisions					
									
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 Bond Redemption	Fund		
							
				of Bonds issued hereunder	into which shall be		
and a Series Account therein for each Series					
				with respect to  a		
deposited moneys,  unless	otherwise provided		in	a Supplemental  Indenture			
Series of Bonds, in the amounts and at the times provided	in Sections 5.01,  6.01, 6.03,  6.05,		
													
9.08(d) and 9.14(c) of this Master Indenture.	The Series Account within the Bond Redemption		
Fund shall constitute an irrevocable	trust fund to be applied solely as set forth in the applicable		
Supplemental Indenture for the related Series of Bonds 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 Account within the Bond		
											as set fmih below.										
Redemption Fund shall be retained therein and applied											
Moneys in the Series Account within the Bond Redemption Fund (including all earnings		
on  investments  held  in	the  Series	Account	within	the  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 Rebate Fund created and established under		
this Master Indenture as	the	Issuer may direct in accordance	with an arbitrage rebate		
						specified in said		
agreement, such moneys thereupon	to		be used solely for the purposes			
											
					so transferred	from the Series Account within		
arbitrage rebate agreement.	Any moneys				
the Bond Redemption Fund to the 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  Account	within the  Bond Redemption Fund pursuant to  the		
		appropriate,  for the purpose of	such extraordinary		
aforesaid clauses  or provisions,  as				
mandatory  redemption  on  the  dates  and  at  the  prices  provided  in  such  clauses  or		
provisions, as appropriate; and																								
THIRD,  the  remainder	to		be			utilized	by  the  Trustee,  at  the  direction	of a		
											
Responsible Officer, to call for redemption	on each Interest Payment Date or other date		
on which Bonds of the applicable	Series are subject to optional redemption pursuant to		
				of	Bonds	of		the  applicable	Series  as,	with	the		
Section  8.0l(a)  hereof such  amount											
																
redemption premium,  may be practicable; provided,  however,	that not  less than Five		

36

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 and the applicable provisions of the related Supplemental	Indenture.  The		
			
Issuer shall pay all expenseswith in connection	such redemption.			
SECTION 6.07.   Drawings on Credit Facility			

.	With respect to Bonds in respect of which there has

Trustee shall draw on the Credit Facility, in accordance with

such Credit Facility, and within the requisite time period, all

Agreement or the Supplemental Indenture.

been issued a

the provisions

as set forth in

Credit Facility, the

for drawing under

the Credit Facility

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 (other than the moneys in the	
Rebate  Fund)  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,  if any,  the  Trustee,  at the 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 Bondholders Only

	Each  Series  of Bonds  issued  pursuant  to  this  Master  Indenture  and  the  related	
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 shall, upon request of the Issuer, if the Issuer is not at the time to	
the  actual knowledge  of a Responsible  Officer of the Trustee  in default with respect to  any	
covenant in this Master Indenture, any Supplemental Indenture or the Bonds contained, be paid	

37

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, 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.

SECTION

6.11.

Rebate Fund

.	The Trustee is hereby  authorized and directed to  establish a Rebate Fund.   Unless	
provided otherwise  in a Supplemental  Indenture,  the  Trustee  shall  transfer monies  from  the	
applicable Series Account in the Revenue Fund and deposit the same to the Rebate Fund, and	
shall make payments therefrom at the times and in the amounts as directed by the Issuer that are	
required to comply with the covenants in the applicable Arbitrage Certificate.  If so directed by	
the Issuer, the Trustee shall create one or more Series Accounts within the Rebate Fund relating	
to one or more particular Series of Bonds.	

(a)	All amounts held in the Rebate Fund shall be governed by this Section and the applicable Arbitrage Certificate. The Trustee shall be entitled to rely on the rebate

calculations obtained from the rebate analyst retained by the Issuer pursuant to any Arbitrage

Certificate and the Trustee shall not be responsible for any loss or damage resulting from any

good faith action taken or omitted to be taken by the Issuer in reliance upon such calculations.

(b)	Pursuant to the applicable Arbitrage Certificate, the Trustee shall remit

all rebate installments and a final rebate payment to the United States.  The Trustee shall have no	
obligation to pay any amounts required to be rebated pursuant to this Section and the applicable	
Arbitrage  Certificate,  other than  at the  direction  of the  Issuer and from  moneys  held  in the	
Rebate Fund or from other moneys provided to it by the Issuer.  Any moneys remaining in the	
Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of	
any arbitrage rebate shall be withdrawn and paid to the Issuer.	
(c)	Notwithstanding  any  other  provision  of this  Indenture,  including  in	
paiiicular Article XIV hereof, the obligation to pay arbitrage rebate to the United States and to	
comply with all other requirements of this Section and the Arbitrage Ce1iificate shall survive the	
defeasance or payment in full of the Bonds.	

(d)	The Trustee shall not be deemed to have	constructive knowledge	
Code or regulations, rulings and judicial decisions concerning the	Code.	

of

the

SECURITY FOR AND

ARTICLE VII

INVESTMENT OR

DEPOSIT OF FUNDS

SECTION

7.01.

DepositsThereforandSecurity

.	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 this Master Indenture or such Supplemental Indenture shall	
be considered trust funds, shall not be subject to lien or attachment, except for the lien created by	

38

this Master Indenture and the related Supplemental 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 this Master 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 pe1mitted by law, be fully		
secured as to both principal and interest earned, by Investment		Securities of the types set forth in		
				If	at any time the Trustee is		
the definition of Investment Securities and the provisions thereof.				
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		
							or  Section 7.02  as  aforesaid)		
amount  covered by  insurance  (whether under this  Section 7.01				
shall, to the extent pe1mitted 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

.  The Trustee shall, as directed by the Issuer in writing, invest moneys held in the Series		
Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund		
created  under  any  Supplemental  Indenture  only  in  Government  Obligations  and  securities		
described  in  subparagraphs  (iv),  (v),  (vi),  (ix),  (x)  or  (xi) of	the  definition	of	Investment		
Securities  unless  the  applicable  Supplemental  Indenture  provides  for  alternate	investments.		
Except to the extent otherwise provided	in a Supplemental Indenture with respect to a 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		
					and unless		
required to  be on deposit therein,	subject to Section 6. 05  of this Master Indenture			
otherwise provided in a Supplemental	Indenture with respect to a Series of Bonds, any interest		
				in the related Series Account	of	the Revenue		
and other income so received shall be deposited					
				whenever payment is to be		
Fund.  Upon written request of the Issuer, or on its own initiative			
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		
			provided hereinafter.	If	net proceeds		
or for any loss resulting from the sale thereof, except as					
from the sale of securities held in any Fund or Account	shall be less than the amount invested		

39

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		
						
				of the Revenue Fund.										
Fund or Account from the related Series Account											
													
In the absence of written investment	instructions from the Issuer, the Trustee shall not be		
										any	losses		
responsible or liable for  keeping the	moneys held by it hereunder invested or for				
because such amounts were not invested.	Moneys in any of the Funds and Accounts	established		
							
							invested by the Trustee in		
pursuant to the Indenture, when held by the Trustee, shall be promptly			
accordance with all written directions	from the Issuer and the Issuer shall be responsible for		
ensuring  that  such  instructions  conform	to		requirements  of this  Master  Indenture	including,		
									
without limitation, A1iicle VII hereof.	The Trustee shall not be liable or responsible for any loss		
or entitled to any gain resulting from any investment or sale upon the investment instructions	of		
the Issuer or otherwise,  including that set fmih in the first  sentence	of	this paragraph.	The		
Trustee may conclusively rely upon the Issuer's written instructions	as	to both the suitability and		
						Ratings	of		
legality of all investments directed hereunder	or under any Supplemental Indenture.				
							
						of	such investments and		
investments shall be determined by the Issuer at the time of purchase				
without regard to ratings subcategories.  The Trustee shall have no responsibility	to monitor the		
ratings of investments after the initial purchase of such investments.  The Trustee may make any		
and  all  such  investments  through	its  own investment  depmiment  or  that  of its  affiliates	or		
		of		
subsidiaries, and may charge its ordinm·y and customary fees for such trades.  Confomations			
			
investments are not required to be issued by the Trustee for each month in which a monthly		
statement is rendered.  No  statement	need be rendered for any fund		or account	if	no activity		
																	
occurred in such fund or account during such month.												

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 ten  (10)  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.  In either case, as	soon as	practicable	after each such valuation date (but		
thanno later	ten (10) Business Days after each such valuation date), the Trustee 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 pmi		
							the amount on deposit to		
thereof, subject to Section 7.02 hereof.  For the purpose of determining			
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 ammiized 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 District acknowledges that to	the	extent regulations  of the  Comptroller of	the		
Currency or other applicable regulatory	entity grant the District the right	to receive individual		
	at  no  additional  cost,	as  they	occur,  the  District		
confomations  of  security	transactions					
specifically waives receipt	of such confirmations	to the extent pe1mitted by law.  The Trustee		

40

will furnishperiodicthe District	cash transaction statements that include detail for all investment		
transactions made by the Trustee hereunder.				
		ARTICLE VIII				
	REDEMPTION AND PURCHASE OF BONDS		
SECTION 8.01.   Redemption Dates and Prices				
.	Unless provided otherwise in a Supplemental	Indenture with respect to  a Series of		
			mandatory and extraordinary		
Bonds, the Bonds of a Series may be made subject to optional,			
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  the  related		
Supplemental Indenture.					

(a)	Optional Redemption.

redemption at the direction of the Issuer, at the

provided in the related Supplemental Indenture.

Bonds of a Series shall be subject to optional times and upon payment of the purchase price as

	(b)	Extraordinary Mandatory Redemption in	Whole  or in	Part.	Except as		
otherwise provided in a Supplemental	Indenture with respect to  Bonds	of	the related Series,		
						mandatory redemption prior to maturity by the		
Bonds of a Series are subject to extraordinary			
																		
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		
			of		Section 9.08(a) hereof; (ii) from moneys		
the District Lands in accordance with the provisions					
deposited into the related Series Bond Redemption	Fund following the payment in full of	Special		
					a result	of any prepayment	of	Special		
Assessments  on any portion of the  District Lands as							
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 moneys in the Rebate Fund and any		
other excludedor Fund	Account as provided	in a Supplemental Indenture with respect to a Series		
		of the Project under the applicable	Supplemental		
of Bonds or moneys required to pay Costs				
Indenture) to pay and redeem all Outstanding		Bonds		of a Series and accrued interest thereon to		
			owed to Persons under the Indenture; (iv) unless		
the redemption date in addition to all amounts				
otherwise provided in the Supplemental	Indenture with respect to a Series of Bonds from moneys		
														in the Series Account		
in excess of the Series Account of the Debt Service Reserve Requirement			
of the Debt Service Reserve Fund transfeITed		to the Series Bond Redemption Fund pursuant to		
								from the Series Account	of the Revenue		
Section 6.05 hereof; (v) from excess moneys transfeITed				
						03		of	this  Master		
Fund to  the	Series  Bond Redemption Fund in accordance  with  Section  6.						
																		to	Fund pursuant		
Indenture; (vi) from moneys, if any, on deposit in the Series Bond Redemption							
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		
				to  repair,	replace or restore the Project;		
such moneys  are not to be used pursuant	to			9.14(c)				
		(45)  days		prior  to	such  extraordinary	mandatory		
provided,  however,	that  at  least  forty-five							
redemption,  the	Issuer shall  cause to	be	delivered	to  the  Trustee  (x) notice  setting forth  the		
											that the repair and		
redemption date and (y) a certificate	of the Consulting Engineer confirming			

41

restoration  of the Project would not be  economical		
amounts  transferred  to  the  Series  Account	of the		
	Fund in		
Account of the Acquisition and Construction			

or would be  impracticable;  or  (vii)  from
Bond  Redemption  Fund  from  the	Series

accordance with Section 5.0l(c) hereof.

(c)	Mandatory Sinking Fund Redemption.	
to mandatory sinking fund redemption at a Redemption Price	
thereof plus  accrued interest to the  redemption date,  in the	
Supplemental Indenture.	

Bonds of
of 100%

years  and

a Series may be subject
of the principal amount

amounts  set forth in a

In connection with such mandatory		sinking fund redemption of Bonds, amounts	shall be		
					
				of the Revenue Fund to the Series Sinking Fund		
transferred from the applicable Series Account			
		described in Section 6.03 hereof.		
Account of the Debt Service Fund, all as more particularly			
							
The  principal  amounts  of scheduled		Sinking  Fund  Installments	shall  be  reduced  as		
						amounts of the		
specified by the Issuer or as provided in Section 8.04 hereof by any principal			
Bonds redeemed pursuant to  Section 8.0l(a)	and (b) hereof or purchased pursuant to  Section		
6.04 hereof.												
Upon any redemption of Bonds other than in accordance	with scheduled Sinking Fund		
		the	Trustee  revised		
Installments,  the  Issuer  shall  cause  to  be	recalculated  and  delivered  to				
Sinking Fund Installments recalculated	so		as	to amortize the Outstanding principal amount of		
								and interest (subject		
Bonds of such Series in substantially equal annual installments of principal			
		of the Bonds of		
to rounding to Authorized Denominations	of principal) over the remaining term			
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 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 related Indenture or directed to		
do so by the Issuer, the Trustee shall cause notice of the redemption,	either in whole or in pait, to		
be  mailed  at  least thiity  (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, 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:					
(a)	the redemption or purchase date;				
(b)	the redemption or purchase price;				

42

(c)	CUSIP  numbers,  to  the  extent  applicable,  and  any  other  distinctive

	numbers and letters;

date

of

(d)	any conditions that must be satisfied for the Bonds to be redeemed on the

	redemption;

(e)	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;				
(f)	that  on  the  redemption  or  purchase  date  the  Redemption	Price  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; and					

(g)	the place where  such Bonds  are

redemption or purchase price, which place of payment

Trustee.

to  be  surrendered for  payment

shall be a corporate trust office

of
of

the

the

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 be  entitled  "CONDITIONAL	
NOTICE OF REDEMPTION" or "CONDITIONAL NOTICE OF PURCHASE", as appropriate,	
and shall expressly state that the redemption or purchase, as appropriate,  is conditional and is	
subject to the deposit of the redemption or purchase moneys withor the TrusteePaying 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 randomly	
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 c01Tectness or accuracy of the CUSIP numbers listed in such notice or printed on the	
Bonds.		

SECTION 8.03.

Payment

of

Redemption Price

. If any

by the Owners

been so mailed

required (a) unconditional notice of redemption has been duly mailed or waived
of all Bonds called for redemption or (b) conditional notice of redemption has
or waived and the redemption moneys have been duly deposited with the Trustee

43

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		
			moneys have been duly		
redemption date.  Bonds of a Series	so called for redemption, for which			
deposited with the Trustee,	will cease to bear interest on the specified	redemption date, shall no		
						
longer be secured by the related Indenture and shall not be deemed to be Outstanding under the		
provisions of the related 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 8.04.

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		
							for redemption by lot in such reasonable	manner	as	the		
or pmtions	of the Bonds to	be called						
				of Bonds	of a		
					In the case of	any paitial redemption				
Trustee in its discretion may determine.							
Series pursuant to Section 8.0l(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 paitial redemption of Bonds		
of a Series pursuant to  Section	8.0l(b),  such redemption shall  be  effectuated by  redeeming		
			the maturities, treating each date on which a Sinking Fund		
Bonds of such Series pro rata among			
							with the portion to	be redeemed	from		
Installment is due as a sepmate	maturity for such purpose,					
							
								of	Bonds of such		
							of the aggregate principal amount				
each maturity being equal to the product					
					of which is the principal amount		
Series to be redeemed multiplied	times a fraction the numerator			
													
				outstanding immediately prior to the redemption date and		
of the Series of Bonds of such maturity			
					amount  of	all  Bonds	of such	Series		
the  denominator  of which	is  the	aggregate  principal						

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	this Master Indenture and to pledge	the Pledged Revenues for		
											
		and any Credit Facility Issuer, except to the extent otherwise		
the benefit	of the Bonds of a Series			
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		
			this		
any Credit Facility Issuer	with respect	to	such Series.	The Bonds and the provisions	of			

Master Indenture and any Supplemental 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 this Master		
Indenture and any Supplemental	Indenture and all the rights of the Bondholders	and any Credit		

44

Facility Issuer under this Master Indenture and any Supplemental 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 related 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 related Indenture are	
hereby in-evocably pledged to the payment	of	the principal or Redemption Price of and interest	
on the Bonds of a Series authorized under the related 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 te1ms thereof, but shall be required to make such	
payment only out of the Pledged Revenues.			
THE  BONDS  AUTHORIZED  UNDER  THIS  MASTER  INDENTURE  AND  THE	
RELATED  SUPPLEMENTAL  INDENTURE  AND  THE  OBLIGATIONS  EVIDENCED	
THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER,	
INCLUDING, WITHOUT LIMITATION, THE PROJECT 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  THIS   MASTER  INDENTURE  AND   ANY   SUPPLEMENTAL	
INDENTURE.NOTHING  IN  THE  BONDS  AUTHORIZED  UNDER  THIS  MASTER	
INDENTURE  AND  ANY  SUPPLEMENTAL  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,  THE	
STATE  OR ANY OTHER POLITICAL SUBDIVISION THEREOF,  OR AS  OBLIGATING	
THE  ISSUER,  THE  CITY,  THE  COUNTY,  THE  STATE  OR  ANY  OF  ITS  POLITICAL	
SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO	
PLEDGE ANYWHATEVERFORMOFTAXATION		THEREFOR.	
SECTION 9.03.	Special Assessments; Re-Assessments	

(a)	Except as otherwise provided in a Supplemental Indenture with respect to	
a Series of Bonds, the Issuer shall levy Special Assessments, and evidence and certify the same	
to the Tax Collector or 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.	

(b)	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

45

Special Assessment is so inegular 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  paii	of  said  improvement  or  against  any  prope1iy  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 obtainmakeand	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 te1ms of	this Section.  Except as stated in the next succeeding	
sentence, the Issuer shall use 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 (the "Uniform Method"), and to do all things necessary to continue	
to use the Unifonn Method or a comparable alternative method afforded by Section 197.3631,	
Florida Statutes.  The Issuer shall useeff01isitsbest	to enter into and/or maintain in effect one or	
more written agreements with the Prope1iy 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  ensure  that  any  such  Prope1iy	
Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity	
of Bonds Outstanding under this Indenture.   To the extent that the Issuer is legally prevented	
from  collecting  Special  Assessments  pursuant to  the  Uniform  Method,  then  the  Issuer  shall	
collect  and  enforce  Special  Assessments  pursuant  to  any  available  method  under  the  Act,	
Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto.	
Notwithstanding  the  immediately  preceding  paragraph  or  any  other  provision  in  this	
Master Indenture to the  contrary, upon the occunence of an Event of Default, if the Trustee,	
acting at the direction of	the Majority Owners of	a Series of Bonds, requests that the Issuer not	
use the Uniform Method to collect the Special Assessments levied by the Issuer for the purpose	
of paying the Debt Service Requirements such Series of Bonds, but instead collect and enforce	
the  Special  Assessments  levied  by  the  Issuer  for  the  purpose  of paying  the  Debt  Service	
Requirements such Series of Bonds 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.  Any Special Assessments that are not collected pursuant to	
the Unif01m Method shall be billed directly to the applicable Landowner and be payable not later	
than thirty (30) days prior to each Interest Payment Date.	
SECTION 9.05.	Delinquent Special Assessments	

.	Subject to the provisions of Section 9.04 hereof, if the

land	assessed	for	a	particular  Project	shall	be	delinquent	in

Assessment,  then  such	Special  Assessment  shall  be  enforced

owner of any lot or parcel of the  payment  of any  Special pursuant  to  the  provisions  of

46

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		
							of		
Assessment  the  Issuer  shall,  to  the  extent  permitted  by  law,  utilize  any  other  method			
enforcement as  provided by Section 9.04	hereof,	including,	without limitation,  declaring	the		
					cause		
entire unpaid balance of such Special Assessment to	be in default and, at its own expense,			
such delinquent property to be foreclosed,	pursuant	to the provisions of Section 170.10, Florida		
					of mortgages		
Statutes, in the same method now or hereafter provided by law for the foreclosure			
on real estate and Sections 190.026 and 170.10, Florida Statutes, or otherwise as	provided by		
law.  The Issuer covenants not to use the provisions	of Chapter	173, Florida Statutes.				

Special

SECTION 9.06.

Assessment Liens

Sale

of

Tax Certificates and Issuance

of

Tax Deeds; Foreclosure

of

.	If the Special Assessments levied and collected	under the Uniform Method described in		
				for	issuance	and	sale	of	tax		
Section	9.04	are  delinquent,  then	the  applicable  procedures								
certificates and tax deeds for nonpayment shall be followed in accordance with Chapter	197,		
Florida Statutes and related statutes.	Alternatively, if the Uniformis	Method	not utilized, and if		
							of any Special Assessment, and no		
any property shall be offered for sale for the nonpayment			
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		
		funds, for an		
property may then be purchased by the Issuer, to the extent the Issuer has available			
amount equal to the balance due on the Special Assessment (principal, interest, penalties and		
costs, plus attorneys' fees, if any), and the Issuer shall thereupon	receive, in its corporate name or		
in the name of a special purpose entity nominee	of the Issuer, the title to the property	for the		
benefit of the Registered 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		
	of Bonds secured by such delinquent	Special		
be mailed to	the Registered Owners	of the Series				
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 Registered		
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		
									days after the receipt	of the		
acquired by it as trustee for the Registered Owners within thirty	(30)				
request therefor signed by the Registered	Owners of at least twenty-five percent	(25%)	of the		
		Bonds  of the  Series  payable	from	Special		
aggregate  principal  amount  of all	Outstanding					
Assessments assessed on such property.	If directed by an owner	of	at least twenty-five percent		
								so elect, the Issuer and the		
(25%) of the Bonds Outstanding or	if the Trustee or the Issuer shall			
Trustee may place title of property received upon foreclosure or deed in lieu of	foreclosure	into a		
					
special purpose entity controlled by the Trustee or such other entity acceptable to the Registered		
Holders	of a majority of	the Bonds of a Series so	effected by such foreclosure, for the benefit of		
the Registered Owners.	If the Issuer dete1mines,	after consultation with District Counsel, that		
								to  the  Issuer,  the		
there  is  an  Obligated Person,  as  defined under the  Rule,  then  in addition			
					of the		
decision to file a foreclosure action shall be made by at least twenty-five percent	(25%)			

47

Holders	of the Bonds so secured by the delinquent	Special		
				
be communicated to the Issuer and Trustee in writing.		

Assessments and such decision shall

9.07.	SECTION	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		
							of		
provisions of Section 9 .17 hereof, the Issuer shall keep books and records for the collection			
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		
			received, the number and amount of delinquencies,	the		
written report setting forth the collections				
					
					of time for the		
proceedings taken to enforce collections and cure delinquencies and an estimate			
conclusion of such legal	proceedings.	As soon as practicable after such audit shall become		
available, a copy of such audit shall be mailed to any Registered	Owner upon its written request.		

9.08.	SECTION

.	Except as

Series of Bonds, the
Assessment liens:

Removal of Special Assessment Liens					
otherwise provided in a Supplemental Indenture with respect to	a		
following procedures shall apply in connection	with the removal	of		

related

Special

	(a)	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 has adopted a resolution	accepting such Project as provided by Section		
							the Special Assessments		
170.09, Florida Statutes, as amended, any owner of prope1iy subject to			
may, at its option, require the Issuer to release and extinguish the lien upon its prope1iy 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 shall		
						made  under	such	circumstances.		
promptly  notify the  Trustee  in writing  of any  Prepayment					
Accrued interest on the principal amount of	any Bonds that would be redeemed as a result		of		
									accepting						
such Prepayment made within thirty (30) days after the Board has adopted a resolution			if		
the Project shall be derived from moneys on deposit in the Capitalized	Interest Account and,			
		if no moneys remain		
no moneys remain, from moneys on deposit in the Interest Account,	and,			
									
therein, from moneys on deposit in the Debt Service Reserve Account.									
Upon receipt of a Prepayment as described	in the immediately preceding paragraph, the		
				Days following the receipt	of		
Issuer shall immediately, but in any event within two (2) Business				
such Prepayment moneys, 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  Issuer  that the  Special		
Assessment has been paid in full or in pmi and that such Special Assessment lien is thereby		
released and extinguished if paid in full or such Special Assessment lien shall be reduced if	the		
Landowner only made a partial Prepayment.	Upon receipt of any such moneys from the Issuer		
						to		Fund	be applied to		
															
the Trustee shall immediately deposit the same into the Bond Redemption			with such		
the redemption of Bonds in accordance with Section 8.01 (b )(i) hereof.  In connection			
Prepayment, the Trustee shall calculate	the credit authorized pursuant	to	Section 6.05 hereof, and		
			Fund to be used together with such Prepayment	for		
transfer such credit to the Bond Redemption				

redemptionthe	of	Bonds in accordance	with Section 8.0l(b)(i) hereof.									

48

the	(b)		Notwithstanding		foregoing, and consistent with the proceedings	of the		
Issuer relating to the imposition and levy of	the Special Assessments,	any Landowner may at any		
						of the levy	of		
time require the Issuer	to release and extinguish the lien upon its property by virtue				
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 fo1iy  (40) calendar days before an		
Interest Payment Date), attributable to the property subject to Special Assessment owned by such		
owner.																									
	(c)		In addition to	the Prepayments		described in paragraphs (a) and (b) above,		
																	
any Landowner, or any Person on behalf	of	a Landowner, may present to the Issuer, Bonds of a		
Series purchased in the open market for cancellation	and such cancellation of	such purchased		
Bonds shall constitute an optional Prepayment; provided that no Special Assessments shall be		
deemed paid by  a	Landowner until  such time  as	the  Bonds presented	for  cancellation	by	a		
			proxy	for  the  Issuer,		
Landowner as  an	In Kind Payment are	surrendered		to  the	Trustee,  as				
accompanied by a written direction		to the Trustee to cancel and destroy said Bonds.  Except	as		
	sentence,  such  Landowner  shall  receive  the  benefit	of	a		
provided	in  the  next  succeeding					
							the Special Assessments	levied by the Issuer against		
reduction, in whole or in part, of the lien of				
						as an In Kind		
the lands	of such Landowner equal to principal amount of the Bonds surrendered			
Payment in accordance with the provisions	hereof.		If		the amount credited to the Series Account		
in the Debt Service Reserve Account would exceed the Debt Service Reserve Requirement for		
the remaining Outstanding Bonds of	a Series as a result of	such optional	Prepayment described		
				Date	of a Project, be		
in this paragraph (c), such excess amount shall, prior to the Completion				
		Fund, and after		
transferred to the applicable Series Account	of	the Acquisition and Construction			
						as		
the Completion Date, shall constitute	a credit against the amount of Prepayment to be applied			
							The actual amount of such excess shall be		
a result of such cancellation of Bonds of a Series.			
applied for the partial extraordinary	redemption of	the Outstanding Bonds	of a Series after such		
					hereof.  Notwithstanding anything to the contrary		
cancellation pursuant	to  Section 8.0l(b)(ii)			
								made by any Landowner is less than		
herein, in the event that the amount		of the In Kind Payment			
the amount of Special Assessments		levied against such prope1iy, then the In Kind Payment shall		
									of	Special Assessments levied by the District		
be applied pro rata to	reduce the principal amount					
on all District Lands owned by said Landowner encumbered by Special Assessments securing		
the Series of Bonds so	tendered by the Landowner	as an In Kind Payment.								
	(d)		Upon receipt	of a Prepayment or an In Kind Payment as described	in (a),		
								
(b) or (c)	above, the Issuer shall immediately	pay the amount so received or remit the Bonds		
				and the	Issuer shall	take  such  action	as	is		
tendered	as  an In Kind  Payment to  the	Trustee,							
necessary to record in the official records	of the Issuer that the Special Assessment	has been paid		
or otherwise satisfied 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		
Account  within  the  Bond  Redemption	Fund	to	be  applied	to  the  redemption	of Bonds  in		
						the case may be.									
accordance with Section 8.0l(b)(i) or (ii) hereof, as										

SECTION 9.09.

Deposit

of

Special Assessments

49

.	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 related Series Account of the Revenue Fund (except that amounts received as		
Prepayments of Special Assessments shall be designated by the Issuer as such upon delivery to		
the Trustee  and  shall  be  deposited  directly into  the related  Series  Account within the  Bond		
Redemption Fund).				
SECTION 9.10.   Construction to be on District Lands				
.	The Issuer covenants that no paii of the 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 permissionsapprovalor	.		

SECTION 9.11.

Operation, Use

and Maintenance

of

Project

.	The Issuer shall establish and enforce reasonable rules and regulations governing the

use of the 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		
uponor any Projectany 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		
		as  otherwise		
governmental  authority  relative  to  the  Project.   The  Issuer  shall  not,  except			
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		
				
	.  The Issuer may permit the United States of America, the State,		
any	of their agencies, depaiiments or political subdivisions to pay all or		
maintaining, repairing and operatingout the Project	of funds otherPledgedthan		

State or Others

the County, the City
any part of the cost

Revenues.

or
of

SECTION 9.14.	Public	Liability	and	Property	Damage	Insurance;	Maintenance

Insurance; Use ofProceedsInsurance and Condemnation

of

50

(a)	Except as otherwise provided	in subsection	(d) of this Section, the Issuer		
				general liability		
will  carry or cause to  be carried,  in respect of each Project,  comprehensive			
			
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 herein below.		

(b)	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 dete1mines will afford adequate protection against loss caused by
damage to or destruction of any component of the Project ownedthe by		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  the		
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 the 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 this Master Indenture and any		
Supplemental 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.														
(c)	All proceeds received from property	damage or destruction insurance and		
										
all  proceeds  received	from  the  condemnation	of the  Project  or  any  part thereof are  hereby		
				Bonds and shall be deposited	at the		
pledged by the Issuer as security for the related Series of				
option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate		
subaccount within the Acquisition and Construction 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 Account		
			or redeeming Bonds according		
within the Bond Redemption Fund for the purpose of purchasing			
								
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		
			Fund pursuant to  clause  (ii)	of this  paragraph)		
Series Account within the  Bond Redemption					
								after the damage,		
unless there shall have been filed with the Issuer within a reasonable time			
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		

51

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)		
			replacement or restoration,	the		
Fiscal	Years following  completion	of	such repair,  rebuilding,				
					in clause		
					If the certificate described			
Issuer will be in compliance with its obligations hereunder.				

(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		
										in the Revenue Fund.				
	to the credit of the related Series Account					
remaining shall be deposited						

(d)	The Issuer shall be entitled	to provide all or a portion	of the insurance		
				through Qualified Self Insurance,		
coverage required by subsections		(a) and (b)	of	this Section			
									( d)	are satisfied.  "Qualified		
provided that the requirements hereinafter set forth in this subsection				
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.																		
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		
									of	self insurance, and shall	be		
to cover any potential retained	liability in respect of the period					
									who shall deliver to the Issuer	a		
reviewed annually by the District Manager or registered actuary				
				
report on the adequacy of the reserves established thereunder in light	of claims made.	If	the		
	determinesactuary		that such reserves	are inadequate in light of	the		
District Manager or registered					as	to  the  amount		of	reserves	that  should	be		
claims  made,  he  shall  make  recommendations									
											
established and maintained, and the Issuer shall comply with such recommendations.					

(e)

Engineer under the

Copies

provisions

of all of this

recommendations and approvals made by the  Consulting

Section shall be filed with the District Manager.

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 the		
Bonds and their agents and representatives duly authorized in writing.  The Issuer covenants that		
it will take such action as may be necessary	to demand, collect and sue for any insurance	money		
				
		of insurance	required under this Master		
which may become due and payable	under any policy				
							
				is payable to the Issuer or to the		
Indenture or any Supplemental Indenture, whether such policy			
	demand,	collect, sue and receive		
Trustee.  The Trustee is hereby	authorized in its own name to				
						
any insurance money which may become due and payable under any policies payable to it.			

Any	appraisal  or  adjustment	of any	loss		
					
required under the Indenture, whether such policy		
any settlement or payment	of	indemnity under any		
		be  evidenced	by  a		
Issuer  and	any  insurer  shall				

or  damage  under  any  policy	of	insurance		
			and		
is payable to the Issuer or to the Trustee,			
			
such policy which may be agreed upon by the		
certificate,  signed  by  the  District	Manager		

52

approved by the Consulting Engineer, and filed with the Trustee. 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
this Master Indenture and the related Supplemental 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 this Master Indenture and the related Supplemental Indenture.

SECTION 9.17.	Books, Records and Annual Reports

.  The Issuer shall keep proper books of record and account in accordance with Generally
Accepted	Accounting	Principles	(separate	from	all	other	records	and	accounts)	in	which

complete and correct entries shall be made of its transactions relating to the Project, and which,

together with all other books and records of the Issuer, including, without limitation, insurance
policies, relating to the Project, shall at all times be subject during regular business hours to the

inspection of the Trustee.

The Issuer shall annually, within 270 days after the close of each Fiscal Year, file with
any rating agency that shall have then in effect a rating on any of the Bonds, any Bondholder that

shall have, in writing, requested a copy thereof, and otherwise as provided by law, a copy of an
annual	report  for	such  year,	prepared  in	accordance	with	Generally	Accepted  Accounting

Principles by a Certified Public  Accountant, relating to  its  operations  and including, without

limitation, statements in reasonable detail of financial condition as of the end of such Fiscal Year
and income and expenses for  such Fiscal  Year relating to  the Project,  and  a summary,  with
respect to each Fund and Account established under the Indenture, of the receipts therein and
disbursements therefrom during such Fiscal Year, and the amounts held therein at the end of

such Fiscal Year.

The report, statements and other
Trustee  pursuant to  any  provisions  of
Bondholders at the office of the Trustee.

documents required

the  Indenture  shall

to

be

be furnished by the Issuer to

available  for  the  inspection

the
of

The Trustee shall have no duty to review or analyze any financial statements (including	
but not limited to the Annual Budget and amendments thereto or any audits or audit reports)	
delivered to it pursuant to this Indenture or verify the accuracy thereof and shall hold all such	
financial statements solely	as a repository for the benefit of the Holders; the Trustee shall not be	
deemed to have notice of	any information contained therein or event of default which may be	
disclosed therein in any manner (other than a default specifically disclosed in the certificate of	
the Responsible Officer of the Issuer described above).	

SECTION 9.18.

Observance

of

Accounting Standards

.	The

Project will be

and consistent

Issuer covenants that all the accounts and records of the Issuer relating to the kept according to Generally Accepted Accounting Principles consistently applied with the provisions of this Master Indenture and any Supplemental Indenture.

53

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 this

Master Indenture and any Supplemental 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 Ce1iified Resolution of the Issuer and is filed with the Trustee.		
On or before the first day of each Fiscal Year the Issuer shall adoptfinal	Annual Budget	
with respect to the Project 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 with respect to the Project 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 cunent	
Fiscal Year,  and when such amended or supplemental Annual Budget is approved it shall be	
treated  as  the  official  Annual  Budget  under  this  Master  Indenture  and  any  Supplemental	
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

(a)

duties  imposed  on

Indenture,  employ

having a statewide

The  Issuer  shall,  for  the  purpose  of performing  and  carrying  out  the

the  Consulting  Engineer by this  Master  Indenture  and  any  Supplemental

one  or  more  Independent  engineers  or  engineering  films	or  corporations

and favorable repute for skill and experience in such work.

(b)	The Issuer shall cause the Consulting Engineer to make an inspection of	
any portions  of the Project 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 repmi setting fo1ih (i) its	
findings as to whether such portions of the Project owned by the Issuer have been maintained in	
good repair, working order and condition, (ii) its recommendations as to the proper maintenance,	
repair and operation of the Project during the ensuing Fiscal Year and an estimate of the amount	
of money necessary for such purpose and (iii) the insurance to be caiTied 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.	

54

Promptly after the receipt of such repo1is by the the Issuer to all Bondholders who shall have filed their of the Board for such purpose.

Issuer, copies thereof shall be mailed by

names and addresses with the Secretary

SECTION 9.22.   Audit Reports												
.  The Issuer covenants that,	no		later than 270 days 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.															
SECTION 9.23.   Info1mation to Be Filed with Trustee					
.  The Issuer shall keep accurate records and books of account with respect to the Project,		
and shall have  a complete audit of such records  and  accounts	made annually by a Certified		
Public Accountant, as provided in Section 9.22 hereof.	A signed copy of said audit shall be		
furnished to the Trustee as soon as practicable	after such audit shall become available.			
										
SECTION 9.24.   Covenant Against Sale or Encumbrance; Exceptions			
.  The Issuer covenants that, (a) except for those improvements comprising the Project		
that  are  to  be  conveyed  by  the  Issuer  to		the	City,  the  County,	the  State  Department  of		
Transportation or another governmental	entity,	as	to which no assessments of the Issuer will be		
						it will not sell, lease or otherwise dispose of		
imposed and (b) except aspermitted,inthisSection							
or encumber the Project, or any part thereof.		Subject to	the provisions of Section 9.30 hereof,		
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		
							shall  dete1mine,  with  the  approval	of the		
from  Pledged  Revenues  if the  District  Manager				
				
Consulting Engineer, that such items are no	longer needed or are no longer useful in connection		
with the construction, maintenance	and operation of the related Project, and the proceeds	thereof		
				
		of	the properties so	sold or disposed of or, at the written		
shall be applied to the replacement					
									of the  related  Series  Account	in the		
direction  of the  Issuer  shall  be  deposited to  the  credit				
				
Acquisition and Construction Fund.															

Upon any sale of property relating to the Project,

(30) day period exceeds Fifty Thousand Dollars ($50,000)
the Issuer shall provide written notice to the Trustee of the
disposition of the proceeds thereof.

the aggregate of which in any thirty under the provisions of this Section, prope1iy so sold and the amount and

Subject to  obtaining an opinion of Bond Counsel	that such action will not adversely		
			the Issuer may		
affect the exclusion of interest on the Bonds for federal income tax purposes,			
lease or grant easements, franchises	or concessions for the use	of any part of the Project not		
	and  operation thereof,  if	the  Consulting	Engineer  shall		
incompatible  with  the  maintenance					
				of any		
								
approve such lease, easement, franchise or concession in writing, and the net proceeds			
such lease, easement, franchise or concession	(after the making	of provision for payment	from		

55

said proceeds of all costs incuned in financing,	constructing, operating,		
		shall be deposited as		
such leases, easements, franchises or concessions)			
			
related Series Account in the Acquisition and Construction Fund.		

maintaining or repairing
received to the credit of

SECTION 9.25.	No Loss of Lien on Pledged Revenue								
.	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 transfening moneys to the Rebate Fund held by the Trustee under any		
arbitrage rebate agreement.												
SECTION 9.26.   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 Project and the		
issuance	of the Bonds.													
SECTION 9.27.	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 in the ordinary course of		
								
business.														
SECTION 9.28.	Extension of Time for Payment	oflnterest Prohibited					
										
.	The Issuer shall not directly or indirectly	extend or assent to an extension of	time for		
										be a		
payment	of any claim for interest on any of the Bonds and shall not directly or indirectly			
				
party to or approve any anangement 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 transfened or pledged apaii from the Bonds to which it relates or which shall in		
any manner have been kept alive after maturity by extension or by purchaseby	thereof	or on		
behalf of the Issuer, shall be entitled, in case of a default hereunder,	to any benefit or security		
under this Master Indenture and any Supplemental Indenture except after the prior payment in		
full of the principal of all Bonds and claims for interest appertaining	thereto not so transfened,		
							
pledged, kept alive or extended.												
SECTION 9.29.   Fmiher 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 fu1iher  instruments	and  take  such  fu1iher  action	as  may  be  required	to  cany	out  the		
purposes of this Master Indenture and any Supplemental	Indenture.							

SECTION 9.30.

Use

of

Bond Proceeds

to

Comply with Internal Revenue Code

56

.	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,  the	
interest on which is intended to be excluded from gross income for federal income tax purposes	
("Tax-Exempt Bonds'') which would cause such Bonds to be "arbitrage bonds" as that te1m is	
defined in Section 148 of the Code or "private activity bonds" as that term is defined in Section	
141, of the Code, and that it will comply with the requirements of such Code sections and related	
regulations throughout the term of such Tax-Exempt Bonds.  The Issuer hereby further covenants	
and agrees to comply with the procedures and covenants contained in any Arbitrage Ce1iificate	
executed in connection with the issuance of each Series of Tax-Exempt 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 Tax-Exempt Bonds.	

SECTION 9.31.

Corporate Existence and Maintenance

of

Prope1iies

.	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 all Projects, and all pmis		
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,  pe1mits,  orders,		
requirements and directions of any competent public authority.			
SECTION 9.32.	Bankruptcy or Insolvency of Landowner			
.	For purposes	of this Section 9.32, (a) each Series of Bonds secured by and payable		
from  Special Assessments levied against property owned by any Insolvent Taxpayer ( defined		
below)  are  collectively  refened  to  herein  as  the  "Affected  Bonds"  and  (b)  the  Special		
Assessments levied against any Insolvent Taxpayer's property and pledged under one or more		
Supplemental Indentures as security for the Affected Bonds are collectively refened to herein as		
the "Affected Special Assessments".			
The  provisions	of this  Section  9.32  shall  be  applicable  both  before  and  after  the		
commencement, whether voluntary or involuntary, of any case, proceeding or other action by or		
against any owner of any tax parcel subject to the Affected Special Assessments	(an "Insolvent		
			
Taxpayer")  under  any  existing  or  future  law  of  any  jurisdiction  relating  to  bankruptcy,		
insolvency,  reorganization,  assignment  for  the  benefit  of creditors,  or  relief	of debtors  (a		
"Proceeding").	For  as  long  as  any  Affected  Bonds  remain  Outstanding,  in  any  Proceeding		
involving  the  Issuer,  any  Insolvent  Taxpayer,  the  Affected  Bonds  or  the  Affected  Special		
Assessments,  the  Issuer  shall  be  obligated to  act  in  accordance with  any  direction from  the		
Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the		
Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected		
Bonds remain Outstanding, in any proceeding involving the Issuer, any Insolvent Taxpayer, the		
Affected Bonds or the Affected Special Assessments or the Trustee.  The Issuer agrees that it		
shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of		
counsel in not complying with this covenant.			

57

The Issuer acknowledges and agrees that, although		the Affected Bonds were issued by		
													
the  Issuer,  the  Owners	of the  Affected	Bonds  are  categorically the  paiiy  with the  ultimate		
											party  with	a	vested  and  pecuniary		
financial  stake  in the  transaction  and,  consequently,  the						
interest in a Proceeding.	In the event of	any Proceeding	involving any Insolvent Taxpayer:  (a)		
			of the Trustee in making any election,		
the Issuer hereby agrees that it shall follow the direction			
giving any consent, commencing any action or filing any motion, claim, obligation, notice or		
application or in taking any other action or position in any Proceeding or in any action related to		
a Proceeding that affects, either directly or indirectly, the Affected	Special Assessments, the		
Affected Bonds or any rights of the Trustee under the Indenture;	(b) the 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 Affected		Special		
								the  Indenture		that  is		
Assessments,	the	Affected  Bonds	or  any		rights		of the  Trustee  under					
inconsistent with any direction from the Trustee;	(c) the Trustee shall have the right, but is not		
obligated to,	(i) vote in any such Proceeding	any and all claims of the Issuer, or (ii) file  any		
											of the Issuer, including		
motion, pleading, plan or objection	in any such Proceeding on behalf			
																						
without limitation, motions  seeking relief from  the  automatic stay,  dismissal 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		
		sales or post-petition financing.	If	the Trustee chooses to		
cash collateral, seeking approval of					
exercise any such rights, the Issuer shall be deemed to have appointed	the Trustee as	its agent		
						and its		
and granted to the Trustee an in-evocable	power		of attorney coupled with an interest,			
							
proxy, for the purpose of exercising		any and all rights and taking any and all actions available to		
							of any  Insolvent Taxpayer,  including		without		
the  Issuer  in connection with  any Proceeding					
						
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	11	ll(b) of the Bankruptcy		
Code and ( d) the Issuer shall not challenge	the validity or amount of any claim submitted	in such		
					
								of the lands owned by any Insolvent		
Proceeding by the Trustee in good faith or any valuations			
Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in		
such Proceeding, which is adverse	to Trustee's enforcement of	the Issuer claim and rights with		
respect to the Affected	Special Assessments	or receipt	of	adequate protection (as that term is		
						generality of the foregoing,	the Issuer		
defined in the Bankruptcy Code).	Without	limiting the				
									
									of claim with respect to the Affected		
agrees that the Trustee shall have the right (i) to file a proof			
Special Assessments, (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.

SECTION 9.33.   Continuing Disclosure					
.  The Issuer hereby covenants and agrees that it will comply with and carry out all of	the		
provisions of the Continuing Disclosure	Agreement.  Notwithstanding any other provision	of this		
			(if		
		Indenture,  failure	of the Issuer or the Developer			
Master Indenture and  any  Supplemental					

obligated pursuant to  the  Continuing Disclosure Agreement)  to  comply with the  Continuing		
Disclosure Agreement shall not be considered	an Event of	Default; however, the Trustee may		
(and, at the request of any paiiicipating underwriter or the Holders of at least 25% aggregate		
principal amount in Outstanding Bonds	of a Series and receipt of indemnity to its satisfaction,		
shall)  or  any  Holder  of the  Bonds  or	Beneficial  Owner	may take  such  actions  as  may  be		

58

necessary and appropriate, including seeking specific performance by court order, to cause the		
Issuer to  comply with its obligations under this  Section 9.33.   For purposes of this  Section,		
"Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or		
consent with respect to, or to  dispose of ownership of, any Bonds (including persons holding		
Bonds through nominees, depositories or other intermediaries),	or (b) is treated as the owner of		
			
any Bonds for federal income tax purposes.				
ARTICLEX				
EVENTSAND OF DEFAULT	REMEDIES		

SECTION 10.01.	Events of Default and Remedies

.	Except to the extent otherwise provided in the Supplemental Indenture authorizing

Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be

set f01ih in this Master Indenture.

a

as

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:										
	(a)	if payment of any installment of interest on any Bond of	such Series is		
not made when it becomes due and payable; or									
	(b)	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											
	(c)	if the Issuer, for ;my reason, fails in, or is rendered incapable of, fulfilling		
its obligations under the Indenture or under the Act, as	determined by a majority	of	the Holders		
of such Series of Bonds; or										
	(d)	if the Issuer proposes or makes	an	assignment for the benefit	of	creditors		
or enters into a composition agreement with all or a material paii 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				
	(e)	if the Issuer defaults in the due and punctual perf01mance 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 requiring the same to be remedied		
shall have been given to the Issuer by the Trustee, which may give such notice in its discretion		
and shall give such notice at the written request of the Holders of not less than a majority in		
aggregate principal amount of the Outstanding Bonds of	such Series; provided, however, that if		
such performance requires work to be done, actions to be taken, or conditions to be remedied,		

59

which by their

such sixty (60)

so long as the

shall diligently

nature cannot reasonably be done, taken or remedied,	as the case		
				
day period, no Event of Default shall be deemed to have occurred		
Issuer shall commence such performance within such sixty	(60)		
and continuously prosecute	the same to completion; or				

may be, within
or exist if, and

day period and

(f)	written  notice  shall have  been received	by  the  Trustee  from  a  Credit		
		default	has occurred under the		
Facility Issuer securing Bonds	of	such Series that an event	of				
							to		
Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer			
			
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		
										
						Indenture; or				
established as an event of default under the terms of a Supplemental					

(g)	if at  any  time  the  amount  in the  Debt  Service  Reserve  Fund  or  any
account therein is less than the Debt Service	Reserve Requirement	as a result of the Trustee		
withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Bonds	of any		
	or		
Series and such amount has not been restored	within ninety (90) days	of such withdrawal;			

(h)	if on an Interest Payment Date the amount in any Series Interest Account,
the related Series Principal Account or the related Series	Sinking Fund Account, as	the case may		
			of	such	Series	on such Interest		
be,  is  insufficient to  pay all amounts payable on the  Bonds						
Payment Date (without regard to any amount available for such purpose in the applicable Debt		
Service Reserve Account); and																			
(i)	if,  at	any time after eighteen months following	issuance	of the related		
					assessments"		
series  of Bonds,  more	than twenty  percent  (20%)  of	the	"maintenance	special				
levied by the  Issuer on the	District Lands upon which the	Special	Assessments are levied	to		
secure  one  or  more  Series	of	Bonds  pursuant  to  Section	190.021(3),  Florida	Statutes,	as		

amended, and collected directly by the District have become due and payable and have not been		
paid, when due.																					
The Trustee shall not be required	to rely on any official action,	admission or declaration		
										
by the Issuer before recognizing	that an Event of Default under (c) above has occurred.			
																			
SECTION 10.03.  No Acceleration; Redemption															
.  No Series of Bonds issued	under this Master Indenture	shall be subject to	acceleration.		
			no  optional  redemption	or		
		of	an  Event  of	Default,				
Upon  occurrence  and  continuance							
						VIII hereof shall occur		
	of	the Bonds pursuant to Article			
extraordinary mandatory redemption					
											
					has occurred will be redeemed or		
unless all of the Bonds	of the Series where an Event of Default			
if 100% of the Holders of such Series of Bonds agree	to such redemption.	Provided however		
		pursuant to  Section		
nothing in this Section 10.03  shall prevent a pro rata default distribution			
							
10.12 herein.																					

SECTION 10.04.  Foreclosure	of Assessment Lien			
					
.  Notwithstanding Section	9.06	of this Master Indenture	or any other provision		
					
Master Indenture to the contrary, the following provisions shall apply with respect to the		
Assessments securing a Series of Bonds and such Series of Bonds.			

of this

Special

60

If any property shall be offered for sale for the nonpayment of any Special Assessment
and no person or persons shall purchase such property for an amount equal to the full amount
due on the Special Assessments (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 Assessments (principal,  interest, penalties and costs, plus attorneys' fees,  if any),
from any legally available funds of the Issuer and the Issuer shall receive in its corporate name or
in the name of a special purpose entity title to the property for the benefit of the Owners of the

applicable Series of Bonds; provided that the Trustee shall have the right, acting at the written
direction of the Majority Holders, but shall not be obligated, to direct the Issuer with respect to
any action taken pursuant to this Section.	The Issuer, either through its own actions, or actions
caused to be taken through the Trustee, shall have the power and shall lease or sell such property,
and deposit all of the net proceeds of any such lease or sale into the Revenue Account.	The

Issuer, either through its own actions, or actions caused to be taken through the Trustee, agrees
that it shall be required to take the measures provided by law for sale of property acquired by it
as Trustee for the  Owners of the applicable Series of Bonds within sixty (60) days  after the
receipt of the request therefor signed by the Trustee or the Majority Holders.

SECTION 10.05.  Legal Proceedings by Trustee

If any  Event  of Default  with  respect  to  a  Series  of Bonds
continuing, the Trustee, in its discretion may, and upon the written request

less than a majority of the aggregate principal amount of the Outstanding
and receipt of indemnity to its satisfaction shall, in its own name:

has  occuned
of the Holders

Bonds of such

and  is
of not

Series

(a)	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 cany 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;	

(b)	bring suit upon the Series of Bonds;

(c)	by action or suit in equity require the Issuer to account as if it

trustee of an express trust for the Holders of the Bonds of such Series;

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

unlawful or in violation of the rights of the Holders of the Bonds of such Series; and

(e)	by other proceeding in law or equity,  exercise all rights  and

provided for by any other document or instrument securing such Series of Bonds.

SECTION 10.06.  Discontinuance of Proceedings by Trustee

were the

may  be

remedies

If any  proceeding  taken  by

discontinued or is determined adversely
and the Bondholders shall be restored to

such proceeding had been taken.

the  Trustee  on  account

to the Trustee, the Issuer,

their former positions and

of any  Event  of Default  is

the Trustee, the Paying Agent
rights hereunder as though no

SECTION 10.07.	Bondholders May Direct Proceedings

61

.	Subject to Section 10.08 below, the Holders of a majority in aggregate principal amount		
of the Outstanding Bonds of a Series then subject to remedial proceedings under this A1iicle 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 10.08.  Limitations on Actions by Bondholder				
~-	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 Holders of at least a		
majority	of the aggregate principal amount 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 attorneys' fees, costs		
and  expenses),  and  (d)  the  Trustee  shall  have  failed  to  comply  with  such  request  within  a		
reasonable time.									
SECTION 10.09.  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 10.10.  Remedies Not Exclusive					
.	Except as	limited under Section 15.01	of this Master Indenture, no remedy contained in		
the Indenture with respect to a Series of Bonds 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 10.11.  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 10.12.  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 order	of priority:					
	(a)	to the payment	of the costs	of the Trustee and Paying Agent incurred in		
connection  with  actions  taken  under	this	Aiiicle	X  with  respect	to  such  Series  of Bonds,		
including counsel fees, costs and expenses and any disbursements	of	the Trustee and the Paying		
				
Agent and payment of unpaid fees owed to the Trustee, the Registrar or the Paying Agent.		

62

(b)	unless the principal

	shall have been declared due and payable:

of

all the

Bonds

of

such Series shall have become or

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		
					of one installment of	interest over any		
entitled thereto, without any preference	or priority				
															
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.																										
(c)	if the principal of	all Bonds	of a Series shall have become or shall have		
been declared due and payable, to the payment	of principal or Redemption Price (as the case may		
		such Series and in case  such moneys shall  be		
be)  and interest then	owing on the	Bonds	of			
insufficient to pay the same in full, then to the payment	of principal or Redemption Price and		
		of such Series over another or of any		
interest ratably, without preference	or priority	of one Bond			
											interest.										
installmentover of interest	any other installment of											
Any surplus remaining after the payments	described above shall be paid to the Issuer or		
				a court of competent	jurisdiction may		
to the Person lawfully entitled	to receive the same or as				
									
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		
							to	which such		
Accounts in the Debt Service Fund in accordance	with the agreement pursuant				
				(a) hereof and Section 11.04 hereof)		
Credit Facility has been issued (but subject to	subsection			
and the Certified Resolution	of the Issuer authorizing the issuance of such Bonds to which such		
Credit Facility relates.																										
SECTION 10.13.  Trustee's Right to Receiver; Compliance with Act							
.  During the continuance of	an Event	of Default, 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		
															of an		
expenses (including legal fees, costs and expenses) or renders services after the occurrence			
Event of Default, such costs and expenses	and the compensation for such services are intended to		

63

constitute  expenses  of  administration	under  any  federal  or  state  bankruptcy,  insolvency,		
							
anangement, moratorium, reorganization or other debtor relief law.					
SECTION 10.14.  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  fu1iher  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 10.13 hereof.							

SECTION 10.15.

Credit Facility Issuer's Rights Upon Events

of

Default

.	Anything in the Indenture to the contrary	notwithstanding, if any Event	of Default,		
						and is		
other than Events of Default described	in Section 10.02(a) or (b) hereof, has occmTed			
				
		all or a portion of such Bonds of a Series Outstanding		
continuing while a Credit Facility securing			
					the Owners of the Series of		
is in effect, the Credit Facility Issuer shall have the right, in lieu 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		
			said Credit Facility Issuer shall have		
the performance of its obligations under the Credit Facility,			

no

rights under this Section.

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 A1iicle XI, to all of which the parties hereto the Bondholders		
and  any  Credit  Facility  Issuer  agree.	The  Trustee  shall  act  as  Trustee  under  this  Master		
Indenture.  Subject to the provisions	of	Section 11.03 hereof, the Trustee shall have only such		
duties as are expressly set f01ih herein, and no duties shall be implied on the paii of the Trustee.		
The Trustee further agrees to assist the Issuer in complying	with the procedures and covenants of		
the Issuer contained in any arbitrage	rebate agreement to which the Issuer is a party and which		
	so	long as compliance is necessary in order to maintain the		
specifically pertain to the Trustee for				
exclusion from gross income for federal income tax purposes	of interest on the Bonds, to the		
			
extent applicable.						
SECTION 11.02.  No Responsibility for Recitals				

64

.	The recitals,

save only the Trustee's

the  Issuer  and  not  by

correctness thereof.

statements and representations in this Master Indenture or in the Bonds,

Certificate of Authentication, if any, upon the Bonds, have been made by
the  Trustee  and  the  Trustee  shall  be  under  no  responsibility  for  the

SECTION 11.03.  Trustee  May  Act  Through  Agents;	Answerable  Only	for	Willful		
Misconduct or Negligence																
.	The Trustee may execute any powers hereunder and perfo1m 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 or any opinion	of	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 in reliance thereon; the Trustee shall not be		
answerable for the default or misconduct of any attorney or agent selected and supervised by it		
with reasonable care.	The Trustee shall not be answerable for the exercise of	any discretion or		
power under this Master Indenture and any Supplemental 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  in  accordance  with the  provisions	of this	Indenture.   The		
permissive right of	the Trustee to do things enumerated in this Indenture shall not be construed		
as a duty.  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		
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 failureforany	or delay in the perfo1mance of		
its  obligations  under  this  Indenture  arising  out		of	or  caused,  directly  or  indirectly,  by		
circumstances  beyond  its  reasonable  control,  including,  without  limitation,  acts		of  God;		
earthquakes;	fire;	flood;	hunicanes	or	other	st01ms;  wars;	te1rnrism;	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 pe1mitted by law,		
										
indemnify and hold the Trustee hmmless 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		

65

moneys held by the Trustee or coming into  its hands 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 Trustee shall promptly provide to the Issuer a periodic report of		
any moneys the Trustee has deducted for amounts owing to it.	This Section 11.04 shall survive		
the termination of this Master Indenture and any Supplemental Indenture and, as to any Trustee,		
its removal or resignation as Trustee.  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 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 this Master Indenture		
and any Supplemental 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 Holders of at least a majority of		
the  aggregate  principal  amount  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		
				
	into	the affairs of the Issuer.		
cause to be made, at the expense of the Issuer, an investigation					

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 Holders of at least a majority of the		
aggregate principal amount 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 if in its		
opinion such action may tend to involve expense or liability, and unless it is also furnished with		
indemnity satisfactory to it.			
SECTION 11.08.  Reliance by Trustee			
.  The Trustee may act on any requisition, resolution, notice, telegram, electronic mail,		
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 this Master Indenture and any Supplemental	Indenture; the Trustee shall be		

66

join

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	in any action which any Bondholders may be entitled	to take with like effect as if the	
Trustee were not a party	to this Master	Indenture and any Supplemental 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 this Master Indenture and any Supplemental 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 this Master		
Indenture and any Supplemental 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 this Master	Indenture		
and all Supplemental Indentures 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		
	as its name and address appears		
resignation shall be sent by first-class mail to each Bondholder			
on the Bond Register and	to any Paying	Agent, Registrar and Credit	Facility Issuer,	if any, at		
									
				Such resignation shall take effect on		
least sixty (60) days before		the resignation is to take effect.			
				a successor Trustee is previously		
			notice	of resignation unless			
the day specified in the Trustee's					
						on the appointment of		
appointed, in which event the resignation shall take effect immediately			
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		
							
					of a temporary successor		
may petition any court of	competent	jurisdiction for the appointment			
					Notice of such		
Trustee to serve as Trustee	until a successor Trustee has been duly appointed.			
						
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 this Master Indenture or any Supplemental Indenture, or (b) an instrument or concunent		
instruments in writing, executed	by the Owners of at least a majority of the aggregate principal		
		and filed with the Issuer.	A photographic copy of any		
amount	of	the Bonds then Outstanding				
					of this paragraph,	duly		
				the  provisions				
instrument	or instruments  filed with the  Issuer  under					
						
			by the Issuer to the Trustee and to		
certified by a Responsible	Officer, shall	be delivered promptly			
									
		and Credit Facility Issuer, if any.							
any Paying Agent, Registrar								

67

The Trustee may also be removed	at any time for any breach of trust or for acting or		
	to  act  or proceed	in accordance with,  any material		
proceeding in violation of,  or for failing				
provision of this Master Indenture or any Supplemental Indenture with respect to the duties and		
obligations of the Trustee by any court of competent jurisdiction upon the application of the		
Issuer or the Holders of not less than a majority of the aggregate principal amount of the Bonds		
then Outstanding.				

SECTION 11.13.

Appointment

of

Successor Trustee

.	If the Trustee or any successor	Trustee resigns or is removed or dissolved,	or		if	its		
								
					any state or federal court or administrative		
property or business is taken under the control of			
body, a vacancy shall forthwith exist in the office of the Trustee,	and the Issuer shall appoint a		
								as	its		
successor and shall mail notice of such appointment	by first-class mail to each Bondholder					
						
name  and  address  appear  on the  Bond Register,  and to  the  Paying Agent,  Registrar,  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  Holders	of a		
							
									may appoint a successor		
majority in aggregate principal amount	of all Bonds then Outstanding			
										
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, subject to	Section 11.16		
hereof, 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 written 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 to	indemnity 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,anyor	corporation resulting from any merger or consolidation to which any		
Trustee hereunder shall be a party, or any corporation	that acquires the Trust Accounts of	any		
			Master  Indenture  and	all		
Trustee		hereunder,  shall	be  the  successor  Trustee  under  this				
Supplemental Indentures, 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,		

68

that  any  such  successor	corporation	continuing  to	act  as  Trustee  hereunder	shall  meet  the		
						
			corporation	does  not  meet  the  aforesaid		
requirements	of Section	11.14  hereof,  and  if such				
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

Registrar

of

Rights	and	Duties

of

Trustee	to	Paying	Agent	and

.  The provisions of Sections 11.02, 11.03, 11.04, 11.08, 11.09, 11.10 and 11.6 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		
		and all Supplemental Indentures applicable to		
covenants and agreements of this Master Indenture			
			
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		
								
this Master Indenture and all  Supplemental Indentures 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		
				such resignation	date	to  the  Bondholders,		
resignation not  less  than three  (3)  weeks  prior to					
mailed to their addresses as such appear in the Bond Register.	Such resignation shall take effect		
					Paying Agent or		
on the date specified in such instrument	and notice, but only if a successor			
							
Registrar shall have been appointed	as hereinafter provided, in which event such resignation		
			of such successor Paying Agent or Registrar.		
shall take effect immediately upon the appointment			
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		
			to be removed, and with the		
Default by the Issuer by filing with the Paying Agent or Registrar			
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.				

if

its

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,		
property  or  affairs  shall  be  taken  under  the  control  of any  state  or  federal  court		

or

or

69

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, the  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 tenitory thereof,		
(i) authorized by law to perform all the duties imposed upon it by this Master Indenture and all		
Supplemental Indentures  and  (iii) 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 fo1ihwith apply to a court		
of competent jurisdiction for the appointment	of a successor Paying Agent or Registrar.	Such		
comi 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		
		if any,		
Successor Registrar or Paying Agent to the Issuer, the Trustee, the Credit Facility Issuer,			
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,andor	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 its

fees and expenses, execute and deliver an instrument transfe1Ting to such successor Paying Agent

or Registrar all the estates, prope1iy, rights and powers hereunder,  except for its rights under

Section 11.04 hereof, as applicable, pursuant to Section 11.17 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

70

into  . Any corporation	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		
			a  pmiy,  or  any		
consolidation  to  which  any  Paying  Agent  or  Registrar  hereunder  shall  be			
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 this Master		
Indenture and all Supplemental Indentures	without the execution or filing of	any paper or any		
			anything  in  this  Master  Indenture	or  any		
further  act  on  the  part  of	the  parties  thereto,				

Supplemental Indenture to the contrary notwithstanding.				

SECTION 11.25

Patriot Act Requirements

of

Trustee

.  To help the government fight the funding of tenorism	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		
toclaiming authority    represent the entity or other relevant documentation.		
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 concunent		
written instruments of similar tenor signed or executed	by such Bondholders in person or by an		
		any  person	of any  such		
agent appointed  in writing.   The  fact  and  date  of	the  execution by				
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		
supplemented, from time to time, without the consent of the		
Indenture authorized by a Certified	Resolution of the Issuer		
			
more of the following purposes:			

Indenture	may	be	amended	or

Bondholders, by a Supplemental

filed with the Trustee, for one or

(a)	to  add  additional  covenants	of	the  Issuer  or to  surrender  any right or		
					
power herein confened upon the Issuer;				
(b)	for any purpose not inconsistent	with the te1ms of the related Indenture,		
				
or to  cure  any  mnbiguity or to  cure,  correct or supplement any defective provision (whether		

71

because	of any  inconsistency  with  any  other  provision

Indenture, in such manner as shall not impair the security
the rightsremediesand	of the Bondholders;

hereof or  otherwise)	of the  related

hereof or thereof or adversely affect

( c)	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,		
								of government	of	the		
the City or any depaiiment, agency or branch thereof, or any other unit					
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 rightsremediesand	of the Bondholders; and								
																	
( d)	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		
	adverse effect on the Holders of the		
to the Issuer, such changes either:	(i) do not have a material			
					are required to be		
Bonds; or (ii) if	such changes do have an adverse effect, that they neve1iheless			
								
made as a result	of such amendments.																
SECTION 13.02.  Amendments With Bondholders' Consent								
Subject to  the  provisions  of			Section  13.01  hereof,  this  Master  Indenture	and	any		
								
Supplemental  Indenture  may  be  amended  from  time  to  time  by  a  Supplemental  Indenture		
approved by the Owners	of at least a majority in aggregate principal amount	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 including, but not limited to, any material amendment to the Special Assessments and		
related proceedings which secure a Series of Bonds; provided	that with respect to (a) the interest		
			of any Bonds, (c)		
payable upon any Bonds, (b) the dates	of	maturity or redemption provisions			
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.					

on

SECTION 13.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance

Counsel

.  The Trustee is authorized to join in the execution and delivery	of any Supplemental		
Indenture or amendment pe1mitted	by this Aiiicle XIII and in so doing may rely on	a written		
		Indenture or amendment is so permittedhas and	been		
opinion of Counsel that such Supplemental				
		a valid  and  binding		
duly  authorized  by the  Issuer  and  that  all  things  necessary to  make  it			
agreement have been done.						

ARTICLE

XIV

DEFEASANCE

SECTION 14.01.	Defeasance

	.  When interest on, and principal or Redemption	Price ( as the case may		
				
of a	Series  or  any portion thereof to  be  defeased	have  been paid,  or there		
					
deposited with the Trustee or such other escrow agent designated in a Certified		

be) of, the Bonds

shall  have  been
Resolution of the

72

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 tum 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	
inevocable provision satisfactory to the Trustee shall have been duly made for the giving of such	
notice, and (b) in the event that any Bonds byare not	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,  inevocable  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	refe1Ted	to  above,  there  shall  be  delivered  to  the  Escrow  Agent	a	
verification from a film	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.		

the

Money so deposited with the Escrow Agent which

date payment thereof becomes due shall, upon request

remains unclaimed
of the Issuer, if the

two (2) years after

Issuer is not at the

73

time  to  the  knowledge	of	the  Escrow Agent  in  default  with  respect to  any  covenant	in	the		
			of	the		
Indenture or the Bonds	of	the  Series contained, be paid to the Issuer;  and the Owners				
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 this Master Indenture	or any		
				
Supplemental Indenture or the Bonds against any member	of the Board of the Issuer, officer,		
			as		such, either		
employee or agent, past, present or future,	of the Issuer or of any successor body					
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 of each Series 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 Confened 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 Master Indenture	or any Supplemental Indenture or the Bonds or the		
				shall  to  any  extent  be  held  invalid  or		
application  thereof for  any  reason  or  circumstances			
							to Persons		
unenforceable, the remaining provisions	or the application of such te1ms or provisions			
			not	be		
									shall				
and  situations  other than those  as  to  which it  is  held invalid  or unenforceable,					
affected thereby, and each remaining term and provision hereof and thereof shall be valid and		
enforced to the fullest extent pe1mitted by law.													
SECTION 15.05.  Substitute Notice													

74

.	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		
					such notice.		
the approval of the Trustee shall constitute a sufficient publication of			
SECTION 15.06.  Notices								
.	Any notice, demand, direction, request or other communication	authorized or required		
				
by this Master Indenture or any Supplemental Indenture to be given	or filed with the Issuer or		
the Trustee ( each a	"Notice") shall be in writing and shall be delivered, by First Class Mail,		
postage prepaid, or by overnight delivery service, addressed as follows:			
	(a)	As to the Issuer -							
		North PowerlineCommunityRoad	Development District		
		c/o FishkindAssociates,and	Inc.					
		12051 Corporate Blvd.						
		Orlando, Florida 32817						
		Attention:  Jane Gaarlandt, District Manager				
		with a copy to -								
		Hopping Green & Sams						
		119 S. Momoe St., Ste. 300					
		Tallahassee, FL	32301						
		Phone:  850.222.7500						
		Attention:  Roy	Van Wyk					
	(b)	As to the Trustee -							
		U.S. Bank National Association					
		225 E. Robinson St., Suite 250					
		Orlando, Florida 32801						
		Attention:  James Audette					
Except as otherwise provided in this Master Indenture or any Supplemental Indenture,		
any Notice shall be deemed received only upon actual delivery at the address set forth above.		
Notices delivered after 5:00 p.m. (at the place	of delivery)	or on a non-Business Day, shall be		
deemed received on the next Business	Day.	If any time for  giving Notice contained in this		
							
Master Indenture or any Supplemental Indenture would otherwise expire on a non-Business Day,		
the Notice period shall be extended to the next succeeding Business Day.  Counsel for the Issuer		
and  counsel  for  the  Trustee  may  deliver  Notice  on  behalf of the  Issuer  and  the  Trustee,		
respectively.  Any pmiy or other person to whom Notices are to be sent or copied may notify the		
other pmiies and addressees of any change in name or address to which Notices shall be sent by		
providing the same on five (5) days written notice to the parties and addressees set forth herein.		
All documents received by the Trustee under the provisions	of this Master Indenture or		
				
any Supplemental Indenture and not required to be redelivered shall be retained in its possession,		

75

subject at all reasonable times to the inspection	of	the Issuer, any Consultant, any Bondholder		
							
and the agents and representatives thereof as evidenced in writing.					
The  Trustee  agrees  to  accept  and  act  upon  instructions  or  directions  pursuant to  this		
Indenture  sent  by  the  Issuer  by  unsecured  e-mail,  facsimile  transmission  or  other  similar		
unsecured electronic methods, provided, however, that the Issuer shall provide to the Trustee an		
incumbency certificate listing designated persons with the authority to provide such instructions,		
which incumbency certificate shall be amended whenever a person is to be added or deleted from		
the listing.  If the Issuer elects to give the Trustee e-mail or facsimile	instructions ( or instructions		
by  a  similar  electronic  method)  and  the  Trustee	in  its  discretion  elects  to  act  upon  such		
instructions, the Trustee's understanding	of such instructions shall be deemed controlling.	The		

Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the		
Trustee's reliance upon and compliance with such instructions notwithstanding such instructions		
conflict or are inconsistent with a subsequent written instruction.  The Issuer agrees to assume all		
risks arising out of the use of such electronic	methods to submit instructions and directions to the		
		the Trustee acting on unauthorized	instructions,		
Trustee, including without limitation	the risk of				
						
	by third parties.					
and the risk of interceptionmisuseand						
										
SECTION 15.07.  Controlling Law								

construed

This  Master

in accordance

Indenture  and  all  Supplemental  Indentures  shall  be  governed  by  and

with the laws of the State.

SECTION 15.08.	Successors and Assigns

All  the  covenants,  promises		
Supplemental Indentures contained	by or		
			
shall  bind  and  inure  to  the  benefit  of		
expressed or not.			

and	agreements	in  this  Master  Indenture  and	all	
on behalf of the Issuer or by or on behalf of the Trustee	
their	respective	successors  and  assigns,  whether	so	

SECTION 15.09.  Headings for Convenience Only		
.  The table of contents and descriptive	headings in this Master Indenture		
			
convenience  only  and  shall not  control  or affect the  meaning  or  construction		
provisions hereof.			

are
of

inserted

any  of

for

the

SECTION 15.10.	Counterparts

This  Master  Indenture  and  any  Supplemental

number of counterparts, each of which when so executed

such counterparts shall together constitute but one and the

Indentures  may  be  executed  in  any

and delivered shall be an original; but

same instrument.

SECTION 15 .11.	Appendices and Exhibits

.  Any and all appendices or exhibits refened to in and attached to this Master Indenture

are hereby incorporated herein and made a part hereof for all purposes.

76

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

77

IN WITNESS WHEREOF, N01ih Powerline	Road Community Development District		
thishas causedMaster Indenture to be executed	by the Chairperson of its Board and its corporate		
		or Assistant Secretary of its Board and U.S.		
seal to be hereunto affixed, attested by the Secretary			
			to  be  executed  by  one  of its		
Bank National  Association  has  caused  this  Master  Indenture			
authorized signatories and, in the case of the District, its seal to be hereunto affixed, all as of the		
day and year first above written.						
NORTH POWERLINE ROAD COMMUNITY		
DEVELOPMENT DISTRICT		

[SEAL]

Attest:
By:-------------
Secretary,
Board of Supervisors

By:

___________	_		
			
Chairperson, Board of Supervisors			

U.S. BANK NATIONAL ASSOCIATION,

Trustee, Paying Agent and Registrar

as

By:

___________	_		
			
Vice President			

78

EXHIBIT A

OF	LEGAL DESCRIPTION

NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT

as

The present boundaries

follows:

of

North Powerline Road Community Development District are

PARCEL 1 (272634-000000-022030)						
THE SE-1/4 of SE-1/4 OF SECTION 34, LESS THE SOUTH 933.34 FEET OF THE EAST		
933.34  FEET  THEREOF,  OF  SECTION  35,  TOWNSHIP	26  SOUTH,  RANGE  27  EAST,		
					
POLK COUNTY, FLORIDA.						
PARCEL 2 (272634-000000-022020)			¼	OF		
THE  SOUTH  933.34  FEET  OF  THE  EAST  933.34  FEET  OF  THE  SOUTHEAST				
				
SOUTHEAST  ¼   OF  SECTION  34,  TOWNSHIP  26	SOUTH,  RANGE  27  EAST,  POLK		
COUNTY, FLORIDA.						

PARCEL 3 (272635-000000-044010)

THE SW-1/4  OF  SW-1/4 OF  SECTION 35,  ALL  IN TOWNSHIP

EAST, POLK COUNTY, FLORIDA.

26

SOUTH,  RANGE 27

PARCEL 4 (272703-713500-010031)	OF SECTION 3,		
PARCEL "A": FROM THE NE CORNER OF THE NW¼  OF THE NE¼			
TOWNSHIP  27S,  RANGE  27E,  POLK  COUNTY,  FLORIDA,  RUN  WEST,  ALONG THE		
NORTH  LINE  OF  SAID  SECTION  3,  595.8  FT.,  TO  THE  EASTERLY	RIGHT-OF-WAY		
			
LINE OF US HIGHWAY NO. 17 & 92; RUN THENCE S-12°46'30"-W, ALONG RIGHT-OF-		
WAY,  125.0  FT.;  RUN  THENCE  EAST,  PARALLEL  TO  THE  NORTH  LINE  OF  SAID		
SECTION 3, 625.95 FT., TO A POINT ON THE EAST LINE OF SAID NW¼  RUN THENCE		
NORTH, ALONG SAID EAST LINE, 121.91 FT., TO POINT OF BEGINNING.		
SUBJECT TO ANY EXISTING DEDICATIONS OF ROAD RIGHT-OF-WAYS IN FLORIDA		
DEVELOPMENT COMPANY'S  PLAT OF  SAID  SECTION 3.  AND  PARCEL "B" FROM		
THE NE CORNER OF THE NW ¼  OF THE NE ¼  OF SECTION 3 TOWNSHIP 27 SOUTH,		
RANGE 27 EAST, POLK COUNTY, FLORIDA, RUN WEST, ALONG THE NORTH LINE		
OF  SAID  SECTION  3,  595.8  FT.,  TO  THE  EASTERLY  RIGHT-OF-WAY  LINE  OF  US		
HIGHWAY NO.  17 & 92; RUN THENCE S-12°46'30"-W, ALONG SAID RIGHT OF WAY		
LINE, 125.0 FT., TO THE POINT OF BEGINNING; RUN THENCE EAST, PARALLEL TO		
THE NORTH LINE OF SAID SECTION 3, 625.95 FT., TO A POINT ON THE EAST LINE		
OF SAID NW¼  OF NE 1/4; RUN THENCE SOUTH, ALONG SAID EAST LINE, 390.33 FT;		
RUN THENCE N-77°13'30"-W, 704.65 FT., TO THE EAST RIGHT-OF-WAY LINE OF SAID		
HIGHWAY; RUN THENCE N-12°46'30"-E, 241.4 FT., TO THE POINT OF BEGINNING.		

A-1

PARCEL 5 (272703-000000-011000)	3, TOWNSHIP 27  SOUTH,		
THENE¼ OFNE¼	OF SECTION			
				
COUNTY, FLORIDA.				

RANGE

27 EAST,

POLK

PARCEL 6 (272703-713500-010200)

FLA DEVELOPMENT CO SUB PB 3 PGS

ROAD  R/W ALL  IN NE  ¼	OF  SECTION

POLK COUNTY, FLORIDA.

60

3,

TO 63  TRACTS  20, 21  LESS N	15	FT FOR		
TOWNSHIP  27  SOUTH,  RANGE	27  EAST,		

PARCEL 7 (272703-713500-010294)

FLA DEVELOPMENT CO NORTH OF CLAY ROAD

SUB PLAT BOOK 3, PAGES 60 TO 63, IN NE ¼ OF SECTION 3, TOWNSHIP

TRACT 29,

27 SOUTH,

NORTH½

RANGE 27

EAST,

POLK

COUNTY, FLORIDA.

PARCEL 8 (272703-713500-010282)

FLA DEVELOPMENT  CO	SUB  PB

SECTION 3, TOWNSHIP 27 SOUTH,

3  PGS	60

RANGE 27

TO 63, SOUTH ½ TRACT 28 IN EAST, POLK COUNTY, FLORIDA.

NEl/4

PARCEL 9 (272703-713500-010220)

TRACT

22 LESS

NORTH

15

FEET

AND

TRACT

27 LESS SOUTH

15

FEET

IN

FLORIDA

DEVELOPMENT   COMPANY'S   SUBDIVISION,   ACCORDING   TO   MAP	OR	PLAT	
THEREOF RECORDED IN PLAT BOOK 3, PAGES 60 TO 63, IN SECTION 3,	TOWNSHIP	
27 SOUTH, RANGE 27 EAST, PUBLIC RECORDS OF POLK COUNTY, FLORIDA.		

PARCEL 10 (272703-713500-010231)

LOT 23, LESS  THE SOUTH 100 FEET OF

THE

WEST 84.74

THEREOF

AND

LESS

THE

NORTH 15 FEET THEREOF,

¾	OF LOT 26 AND ALL OF

LOT 24 LESS THE NORTH 15	FEET THEREOF; THE EAST	
LOT 25, LESS THE SOUTH 15	FEET OF SAID LOTS, ALL	

LYING

AND  BEING

IN

THE

NORTHEAST

QUARTER

OF  SECTION 3,

TOWNSHIP

27

SOUTH,

RANGE

27  EAST,

POLK

COUNTY,  FLORIDA,

BEING

A

PART

OF

FLORIDA

DEVELOPMENT COMPANY SUBDIVISION, AS RECORDED IN	PLAT BOOK 3,	PAGES		
60-63,  OF  THE  PUBLIC  RECORDS	OF  POLK  COUNTY,  FLORIDA,	SUBJECT  TO  AN		

EASEMENT AS  SHOWN  ON PLAT  30 FEET IN  WIDTH,  15  FEET ALONG THE  EAST		
BOUNDARY OF THE NORTHEAST QUARTER OF SECTION 3,	AND  15 FEET	ALONG		

THE

WEST

BOUNDARY

OF

THE

NORTHWEST

QUARTER

OF

SECTION 2.

NOTE: SUBJECT TO AN EASEMENT OF RECORD AND/OR IN USE.

TO

FLORIDA

POWER

CO.

FOR

POWER

LINE AS

PARCEL 11 (272702-713000-030172)	OF  SAID		
LOTS  17,  18  AND  THE NORTH¾  OF LOT  19,  LESS  THE NORTH  15  FEET			
LOTS; LOT 32 AND THE WEST ONE HALF OF LOT 31, LESS THE SOUTH 15	FEET OF		
SAID LOTS, ALL LYING AND BEING IN THE NORTHWEST QUARTER OF SECTION 2,		

TOWNSHIP 27 SOUTH, RANGE 27 EAST, POLK COUNTY, FLORIDA, OF THE FLORIDA DEVELOPMENT COMPANY SUBDIVISION, AS

BEING A PART RECORDED IN

PLAT

BOOK

3,	PAGES	60	TO	63,	OF  THE  PUBLIC

RECORDS

OF

POLK

COUNTY,

A-2

FLORIDA, SUBJECT TO AN EASEMENT AS SHOWN ON PLAT 30 FEET IN WIDTH, 15

FEET ALONG THE EAST BOUNDARY OF THE NORTHEAST QUARTER OF SECTION 3,

AND  15 FEET ALONG THE WEST BOUNDARY OF THE NORTHWEST QUARTER OF

SECTION 2.

NOTE: SUBJECT TO AN EASEMENT TO FLORIDA POWER CO. FOR POWER LINE AS

OF RECORD AND/OR IN USE.

CONTAINING 190.56 ACRES MORE OR LESS.

A-3

EXHIBITB			
DESCRIPTION OF THE PROJECT		
The Project includes the planning, financing, acquisition, construction, reconstruction,		
equipping and installation of the following public infrastructure	improvements and associated		
	Chapter 190, Florida Statutes,		
professional fees and incidental costs related thereto pursuant to			
as amended, including, without limitation, the items listed below, all of which is described in		
more detail in the Engineer's Report prepared for the Board of Supervisors of North Powerline		
Road  Community  Development  District,  dated  June  8,  2018,  prepared  by  Dennis  Wood		
Engineering, LLC:			

			Infrastructure Component						
										1	5	)(	7	)(1	l)												
Offsite Improvements< l(																
Stormwater Management0l(	2	)(	3	l(	5	l(	6	7	l						
								l(							
																								5	)(	7	9	)(ll)		
Utilities (Water, Sewer, & Street Lighting) (1)(			)(			
Roadway0l(	4	5	7	l																								
		)(	l(																										
		1	7	3	l<	11	J																					
Entry Feature<	J<		l(																								
									1	7	11																	
Parks and Amenities< J<	X	J																
		1																											
Contingency(!	l																											
Total																														

Total Estimated	
	Costs	
$	220,000	
	7,160,000	
	3,620,000	
	2,590,000	
	200,000	
	800,000	
	730,500	
$15,320,500	

Notes:

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

Infrastructure  consists  of roadway  improvements,  stormwater  management  facilities,  master		
sanitary sewer lift station and utilities, entiy feature, landscaping and signage, and neighborhood		
parks.		by		
Excludes grading of each lot in conjunction with home construction, which will be provided			
home builder.				
Includes stormwater pond excavation.				
Includes sub-grade, base, asphalt paving, curbing, and civil/site engineering.			
Includes subdivision infrastructure and civil/site engineering.			
Stormwater does not include grading associated with building pads.			
Estimates are based on 2018 cost.				
Includes entty features, signage, hardscape, landscape, iITigation and fencing.			
COD  will  enter  into  a  Lighting  Agreement with	Duke  Energy  for  the  street  light poles  and		
lighting service.				
Estimates based on 543 lots.				
The costs associated with the  infrastructure  are a	master cost and is effectively shared by	the		
entire project (All phases)				

Source:	North Powerline Road Community Development District Engineer's Report dated June

by Dennis Wood Engineering, LLC.

8,

2018, prepared

B-1

EXHIBIT C

[FORM

OF

BOND]

R----

$-----

UNITED STATES OF AMERICA

OF	STATE	FLORIDA

NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT

SPECIAL ASSESSMENT BOND,

SERIES

Interest Rate	Maturity Date	
Registered Owner:		
Principal Amount:		

Date

of

Original Issuance

CUSIP

KNOW  ALL  PERSONS  BY	THESE  PRESENTS  that  the  North  Powerline	Road		
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 smTender hereof (except when the Bonds		
are  in book-entry form)  at the  corporate	trust  office	of	U.S.  Bank National	Association,	in		
									
								Association and/or any bank or trust		
Orlando, Florida, as paying agent (said U.S. Bank National			
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 30-day months, payable on the first day	of November	of		
				
each year.  Principal of this Bond is payable at the corporate trust office of U.S. Bank National		
Association,  located in Orlando,  Florida,	in lawful  money  of the  United  States  of	America.		
			of	the Paying Agent made payable to the		
Interest on this Bond is payable by check or draft				
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	(said U.S.  Bank National Association and any		
				at the close of business on the fifteenth		
successor Registrar being herein called the "Registrar")			
day  of the  calendar month  preceding	each interest payment  date  or  the  date  on  which the		
			Date").	Such interest shall be payable from the		
principal of a Bond is to be paid (the "Record				
		the  date  of	authentication hereof	to	which		
most recent  interest payment date next preceding						
					hereof is a May	1 or November 1 to		
interest has been paid, unless the date	of	authentication				
			of authentication	hereof, or unless such		
which interest has been paid, in which case from the date					
			____1,	20_,	or		
date of authentication is prior to ____1,	20_,	in which case from					
unless the  date  of authentication hereof is  between	a		Record  Date  and the  next succeeding		
						date.  Any such interest not	so		
interest payment date, in which case from such interest payment				

C-1

	punctually paid or duly provided for shall forthwith cease to be payable to the registered	owner		
			at the		
	on such Record Date and may be paid to the person in whose name this Bond is registered			
		fixed		
	onclose of	business	a Special Record Date for the payment of such defaulted interest to be			
	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		
in	provided	the Indenture (defined below).																						
		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, THE CITY OF DAVENPORT, FLORIDA (THE "CITY"),	POLK		
	COUNTY, FLORIDA	(THE "COUNTY"), THE	STATE OF FLORIDA	(THE "STATE"),	OR		
									
	ANY OTHER POLITICAL SUBDIVISION THEREOF, IS  PLEDGED	AS  SECURITY	FOR		
								
	THE	PAYMENT OF THE BONDS, EXCEPT	THAT THE ISSUER IS OBLIGATED		UNDER		
								BE		
	THE	INDENTURE	TO  LEVY AND  TO  EVIDENCE	AND  CERTIFY,		OR CAUSE TO			
	CERTIFIED,  FOR	COLLECTION,	SPECIAL	ASSESSMENTS	(AS	DEFINED			IN		THE		
																
										THE BONDS DO	NOT CONSTITUTE		
	INDENTURE) TO SECURE AND PAY THE BONDS.				
	AN INDEBTEDNESS OF THE ISSUER, THE CITY, THE COUNTY,	THE STATE,	OR	ANY		
	OTHER	POLITICAL	SUBDIVISION  THEREOF	WITHIN	THE	MEANING  OF		ANY		
	CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.													
		This  Bond  is	one	of an	authorized  issue	of	Bonds		of the	North  Powerline		Road		
																	
	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.  18-036  enacted  by the  Board	of		
	County Commissioners of the County on June 5, 2018, and approved and consented to	by the		
	City Commission of the City, pursuant	to Resolution No. 387-18, adopted on March 19, 2018,		
		Community Development District  Special Assessment		
	designated	as  "North Powerline  Road				
	Bonds,	Series		"	(the	"Bonds"),		in	the	aggregate	principal	amount		of		
	_____________	Dollars	($	)  of like date,  tenor and effect,  except as to		
								the laws and Constitution of the State of		
	number.  The Bonds are being issued under authority	of			
				costs	of	the Project.  The Bonds		
	Florida, including pmiicularly the Act, to finance or refinance					
							as  set  forth  in  the		
	shall  be  issued  as  fully  registered	Bonds	in	authorized  denominations,			
													of		
																									
	Indenture.	The Bonds are issued under and secured by a Master Trust Indenture dated as			
	[		]	1, 2018 (the "Master Indenture"), as amended and supplemented by a ____	_		
							
	Supplemental  Trust  Indenture  dated  as  of	____1,  20_		(the	"____	Supplemental		
	Indenture"	and together with the Master Indenture, the	"Indenture"), each by and between the		
	Issuer and the Trustee, executed counterpmis	of which are on file at the 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		
								as		
	operation and  application	of the  Debt  Service Fund and  other Funds  and  Accounts	(each			
										
	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 ce1iifying for collection, of		
	Special	Assessments,	the	nature	and		extent	of the  security		for	the	Bonds,  the  terms  and		

C-2

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 registered owners of a majority in aggregate	
principal amount of the Bonds outstanding, and as to other rights and remedies	of the registered	
owners of the Bonds.				
The 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 owner of this Bond that such owner shall never have the	
right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City, the	
County, the State of Florida (the "State") or any other political subdivision thereof, or taxation in	
any form  of any real  or personal  property of	the  Issuer,  the  County,  the  State  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  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 occuning 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.			

{Insert

Optional

&

Mandatory Redemption Provisions/

C-3

	Extraordinary Mandatory Redemption in Whole or in Paii									
	The Bonds are subject	to extraordinary mandatory redemption prior to maturity by the		
	Issuer  in  whole,  on  any  date,  or  in paii,  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 of Special Assessments on any portion of the District		
	Lands in accordance with the provisions of the Section 9.08 of the Indenture; (ii) when sufficient		
	moneys are on deposit in the related Funds and Accounts (other than the Rebate Fund and any		
	other excluded fund or account as provided in the Supplemental	Indenture) to pay and redeem all		
									
Bonds	Outstanding	and accrued interest thereon to the redemption date in addition to all amounts		
	owed to Persons under the Indenture; (iii) if made applicable in a 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; (iv) from excess moneys		
	transferred	from	the	Revenue  Fund  to  the  Bond  Redemption  Fund  in  accordance	with  the		
	Indenture;	(v)  from	moneys,	if any,  on  deposit  in  the  Bond  Redemption		Fund	following		
										
	condemnation or the	sale of	any pmiion of the  District Lands  benefited by the  Project to  a		
	governmental entity under threat of condemnation by such governmental	entity or the damage or		
			be used pursuant		
	destruction of all or substantially all of the Project when such moneys are not to			
	to the Indenture	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 fmih 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 (vi) from amounts transferred to the Series Account of		
	the Bond Redemption Fund from the Series Account of the Acquisition and Construction	Fund in		
				
	accordancethe with	Indenture.										

Notice

of

Redemption

The Trustee shall cause notice of redemption to be mailed at least thirty but not more than	
sixty 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 ce1iain 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 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.	

C-4

	Partial Redemption ofBonds.		If less than all the Bonds of	a maturity	are to be redeemed,		
								by lot in such		
	the Trustee shall select the particular	Bonds or portions of Bonds to be redeemed			
			of any pmiial		
																	In the case			
	reasonable manner as the Trustee in its discretion may determine.				
	redemption of Bonds pursuant to	an optional	redemption, such redemption shall be effectuated		
										as shall be specified	by the Issuer in		
	by redeeming Bonds of such maturities in such manner				
										of		
	writing,  subject to the provisions		of	the Indenture.	In the  case	of	any partial redemption				
											
	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,the with	p01iion to be redeemed from		
				of		the		aggregate principal  amount		of	Bonds to			be		
	each maturity being equal  to  the product													
	redeemed multiplied times a fraction the numerator	of which is the principal amount of Bonds	of		
			redemption  date  and the  denominator		of		
	such maturity outstanding immediately		prior		to		the					
									the		
				of		all		Bonds  outstanding	immediately	prior	to				
	which  is  the  aggregate  principal  amount												
																		
date.	redemption																														
	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		
										registered owner thereof in person or by his		
	Bonds may be transfe1Ted or exchanged by the				
	attorney duly authorized in writing only upon the books of	the Issuer kept by the Registrar	and		
				the		
	only upon smTender thereof together	with a written instrument	of transfer satisfactory	to				
									
	Registrar duly executed by the registered owner or his duly authorized attorney.  In all cases in		
	which the privilege of transfeITing or exchanging	Bonds is exercised, the Issuer shall execute and		
	the Trustee 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		
		issue transfer or exchange any Bond		
	Registrar on behalf of the Issuer shall be required (i)	to			
	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 shall deem and treat the		
	person in whose name any Bond shall be registered upon the books kept by the Registrar	as	the		
	absolute owner thereof (whether or not such Bond shall be overdue 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		
																as the same becomes	due, and for all		
	principal of, premium, if any, and interest on such Bond				
	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.																						

C-5

It is hereby certified and recited that all acts, conditions	and things required to exist, to		
	this Bond exist, have happened		
happen, and to be performed, precedent	to and in the issuance of			
and  have  been  performed  in  regular  and  due  form  and  time  as  required  by  the  laws  and		
Constitution of the State applicable	thereto, including particularly the Act, and that the issuance		
							with		
of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance			
			
		or	.					
all constitutional and statutory limitationsprovisions						
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, of the certificate of authentication	endorsed hereon.					

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

C-6

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

By:

Chairperson,

Board

of

Supervisors

(SEAL)

Attest:

By:~-------------

Secretary,

Board

of

Supervisors

C-7

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 Signatory

C-8

STATEMENT OF VALIDATION

This Bond is one of a series of Bond
Court of the Tenth Judicial Circuit of Florida,
_day of ____ , 2018.

Secretary

which were validated by

in and for Polk County,

Chairperson, Board

judgment of the Circuit

Florida, rendered on the

of Supervisors

C-9

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	-

TEN ENT

JTTEN

as tenants in common

as tenants by the entireties

as joint tenants  with rights

not as tenants in common

of

survivorship  and

UNIFORM TRANSFER MIN ACT

-	-------		
			
	(Cust)		

Custodian

------
(Minor)

Under Unif01m Transfer to Minors

Act

(State)

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

C-10

AND	ASSIGNMENT	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

substitution in the premises.

of

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

Please	insert	social	security	or	other

identifying number of Assignee.

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  paiticular,	
without  alteration  or  enlargement  or  any	
change whatsoever.		

C-11

EXHIBITD			
FORM OF REQUISITION			
NORTH POWERLINE ROAD COMMUNITY DEVELOPMENT DISTRICT			
SPECIAL ASSESSMENT BONDS, SERIES 2018			
The  undersigned,  a  Responsible  Officer  of the  North  Powerline  Road  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 ___l, 2018, as supplemented	by		
			
that certain __ Supplemental Trust Indenture dated as of ___ 1, 20_ (the "Indenture")		
(all capitalized terms used herein shall have the meaning ascribed to such te1m in the Indenture):		

(1)

(2)

(3)

(4)

(5)

(6)

Requisition Number:			
Name of Payee pursuant to Acquisition Agreement:			
Amount Payable:			
Purpose for which paid or incuned (refer also to specific contract if amount is due		
and payable pursuant to a contract involving progress payments, or, state Costs of		
Issuance, if applicable):			
Fund or Account and subaccount, if any, from which disbursement	to be made:		
			
Indicate if this requisition is for Defened Obligations and, if so, the amount:		

The undersigned hereby certifies that:

1.

or

2.

3.

4.

D	obligations in the stated amount set forth above have been incuned by the

Issuer,

D	this requisition is for Costs of Issuance payable from the Acquisition and		
Construction Fund that have not previously been paid;			
each disbursement set fo1th 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;			
each disbursement represents a Cost of the Project which haspreviouslynot	been		
			
paid.				

D-1

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 District is at the date of

such certificate entitled to retain.

Attached hereto are originals or copies of the invoice(s) from the vendor of the property

acquired or the services rendered with respect to which disbursement is hereby requested.

NORTH POWERLINE ROAD COMMUNITY

DEVELOPMENT DISTRICT

By:

Responsible Officer

D-2

CONSULTING ENGINEER'SFOR	APPROVAL	NON-COST OF ISSUANCE			
REQUESTS ONLY								
If  this  requisition  is  for  a  disbursement  from	other  than  Costs  of	Issuance,  the		
undersigned  Consulting Engineer hereby  certifies that this  disbursement	is for	a Cost	of the		
			(ii) the		
Project and is consistent with:   (i) the applicable acquisition or construction contract;			
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

D-3