VillaMar Community Development District

Agenda

February 13, 2019

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February 6, 2019
Board of Supervisors VillaMar

VillaMar
Community Development District
135 W. Central Blvd., Suite 320, Orlando, Florida 32801 Phone: 407-841-5524 - Fax: 407-839-1526

Community Development District
Dear Board Members:
The regular meeting of the Board of Supervisors of VillaMar Community Development District will be held Wednesday, February13, 2019 at 3:15 PM at 346 E Central Ave., Winter Haven, Florida 33880. Following is the advance agenda for the meeting:
Roll Call
Public Comment Period (1Speakers will fill out a card and submit it to the District Manager prior to the beginning of the meeting)
Approval of Minutes of the February 6, 2019 Board of Supervisors Meeting (provided under
separate ccrver)
Public Hearing
Public Hearing on the Adoption of the District's Fiscal Year 2018-2019 Budget Consideration of Resolution 2019-33 Adoption of the Fiscal Year 2018-2019 Budget and Appropriating Fnnds
Consideration of Resolution 2019-34 Delegation Resolution
Staff Reports
Attorney
Engineer
District Manager's Report
Other Business
Supervisors Requests and Audience Comments
Adjournment

The second order of business is the Public Comment Period where the public has an opportunity to be heard on propositions coming before the Board as reflected on the agenda, and any other items. Speakers must fill out a Request to Speak form and submit it to the District Manager prior to the beginning of the meeting.
The third order of business is the approval of the minutes of the February 6, 2019 Board of Supeivisors meeting. A copy of the minutes will be provided under separate cover.
The fourth order of business opens the Public Hearing. Section A is the public hearing on the adoption of the Fiscal Year 2019 budget. Sub-Section 1 is the consideration of Resolution 2019-33 adoption of the Fiscal Year 2109 budget and appropriating funds. A copy of the resolution is enclosed for your review.
The fifth order of business is the consideration of Resolution 2019-34 the delegation resolution. A copy of the resolution is enclosed for your review.

1 Comments will be limited to three (3) minutes

The eighth order of business is staff reports. Any staff reports will be discussed during this time.

The balance of the agenda will be discussed at the meeting. In the meantime, if you should have any questions, please do not hesitate to contact me.
Sincerely, Jill Bums
District Manager
CC:	Roy Van Wyk, District Counsel Enclosures

.

MINUTES

This item will be provided under
separate cover

SECTION IV

..
SECTION A

SECTIO.N,.,.. .	1"1..

RESOLUTION 2019-33
THE ANNUAL APPROPRIATION RESOLUTION OF THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT  ("DISTRICT")  RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGET FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2018, AND ENDING SEPTEMBER 30, 2019; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the VillaMar Community Development District ("District") was established by Ordinance No. 0-18-70 of the Board of County Commissioners of Polk County, Florida on November 26, 2018; and

WHEREAS, the District held its organizational meeting on December 5, 2018, where the District submitted to the Board of Supervisors ("Board") of the District proposed budget ("Proposed Budget") for the fiscal year beginning October 1, 2018 and ending September 30, 2019 ("Fiscal Year 2018/2019"), along "'ith an explanatory and complete financial plan for each fund of the District, pursuant to the provisions of Section l 90.008(2)(a), Florida Statutes; and
WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Section 190,008(2)(b), Florida S!atutes; and
WHEREAS, the Board set a public hearing thereon and caused notice of such public hearing to be given by publication pursuant to Section l90.008(2)(a), Florida Statutes; and
WHEREAS, the District Manager posted the Proposed Budget on the District's website at least two days before the public hearing; and

WHEREAS, Section 190.008(2)(a), Florida Statutes, requires that, prior to October 1st of each year, the Board, by passage of the Annual Appropriation Resolution, shall adopt a budget for the ensuing fiscal year and appropriate such sums ofmoney as the Board deems necessary to defray all expenditures ofthe District during the ensuing Fiscal Years; and

WHEREAS, the District Manager has prepared a Proposed Budget, whereby the budget shall project the cash receipts and disbursements anticipated during a given time period, including reserves for contingencies for emergency or other unanticipated expenditures during the Fiscal Years.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1. BUDGET

The Board has reviewed the Proposed Budget, a copy of which is on file with the office of the District Manager and at the District's Local Records Office, and hereby approves certain amendments thereto, as shown in Section 2 below.

The Proposed Budget, attached hereto as Exhibit "A," as amended by the Board, is hereby adopted in accordance with the provisions of Section l 90.008(2)(a), Florida Statutes ("Adopted Budget"), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District's Local Records O1lice and identified as "The Budget for the VillaMar Community Development District for the Fiscal Year Ending September 30, 2019."

The Adopted Budget shal1 be posted by the District Manager on the District's official website within thirty (30) days after adoption, and shall remain on the website for at least 2 years.

SECTION 2. APPROPRJATIONS
1bere is hereby appropriated out of the revenues ofthe District, for Fiscal Year 2018/2019
the sum of$_ 	___	_ to be raised by the levy of assessments and/or otherwise,
which sum is deemed by the Board to be necessary to defray all expenditures of the District during
said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND (FISCAL YEAR 2018/2019)	$ 	
SECTION 3. BUDGET AMENDMENTS
Pursuant to Section 189.016, Florida Statutes, the District at any time within the Fiscal Years or within 60 days following the end of the Fiscal Years may amend its Adopted Budget for that fiscal year as follows:

The Board may authorize an increase or decrease in line item appropriations within a fund by motion recorded in the minutes if the total appropriations ofthe fund do not increase.

The District Manager or Treasurer may authorize an increase or decrease in line item appropriations within a fund if the total appropriations of the fund do not increase and if the aggregate change in the original appropriation item does not exceed $10,000 or 10% of the original appropriation.
By resolution, the Board may increase any appropriation item and/or fund to reflect receipt of any additional unbudgeted monies and make the corresponding change to appropriations or the unappropriated balance.

Any other budget amendments shall be adopted by resolution and consistent with Florida law.

The District Manager or Treasurer must establish administrative procedures to ensure that any budget amendments are in compliance with this Section 3 and Section 189.016, Florida Statutes, among other applicable laws. Among other procedures, the District Manager or Treasurer must ensure that any amendments to budget under subparagraphs c. and d. above are posted on the District's website within 5 days after adoption and remain on the website for at least 2 years.

SECTION 4. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 13TH DAY OF FEBRUARY, 2019.

ATTEST:

SecretaryIAssistant Secretary

Exhibit A:	Adopted Budget

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:	 Its: 	

•	•	•	•	•	•

•	•	•	•	•	•

•• ••••••

VillaMar
Community Development District

Proposed Budget FY 2019

•	•	•	•	•	•	•	•	•	•	•	•	•	•	•

Table of Contents

1	General Fund

2-3	General Fund Narrative

VillaMar
Community Development District
Proposed Budget General Fund

IDescription
Revenues
Developer Contributions Total Revenues Expenditures
Administrative
Supervisor Fees FICA Expense Engineering Attorney Management Fees
u		Information Technology Telephone
Postage Insurance Printing & Binding Legal Advertising
Other Current Charges Office Supplies
Travel Per Diem
Dues, Licenses & Subscriptions

Total Expenditures
Excess Revenues/(Expenditures)

*	Budget is prorated from December 2018 to September 2019
** Budget amount includes a one-time website creation fee.
1

Proposed Budget FY2019

$91,248

$91,248 I

$4,000
$306
$10,000
$25,000
$29,167
$3,750
$250
$850
$5,000
$850
$10,000
$850
$500
$550
$175

$91,248 I
so I

VillaMar
Community Development District
GENERAL FUND BUDGET

REVENUES:
Developer Contributions
The District will enter into a Funding Agreement with the Developer to fund the General  Fund expenditures for the Fiscal Year.

EXPENDITURES:

Administrative:
Supervisor Fees
Chapter 190, Florida Statutes, allows for each Board member to receive $200 per meeting, not to exceed $4,800 per year paid to each Supervisor for the time devoted to District business and meetings.
FICA Expense
Represents the Employer's share of Social Security and Medicare taxes withheld  from Board of Supervisors checks.
Engineering
The District's engineer will be providing general engineering services to the District, e.g. attendance and preparation for monthly board meetings, review invoices and various projects as directed by the Board of Supervisors and the District Manager.
Attorney
The District's legal counsel will be providing general legal services to the District, e.g. attendance and preparation for meetings, preparation and review of  agreements, resolutions, etc. as directed by the Board of Supervisors and the District Manager.
Management Fees
The District will incur costs for Management, Accounting and Administrative services during the Fiscal Year.
Information Technology
Represents costs related to the District's accounting and information systems, District's website creation and maintenance, electronic compliance with Florida Statutes and other electronic data requirements.
Telephone
Telephone and fax machine.

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VillaMar
Community Development District
GENERAL FUND BUDGET

Postage
The District incurs charges for mailing of Board meeting agenda packages, overnight deliveries, correspondence, etc.
Insurance
The District's general liability, public official's liability insurance and property insurance coverages.
Printing & Binding
Printing and Binding agenda packages for board meetings, printing  of  computerized checks, stationary, envelopes etc.
Legal Advertising
The District is required to advertise various notices for monthly Board meetings, public hearings, etc. in a newspaper of general circulation.
Other Current Charges
Bank charges and any other miscellaneous expenses incurred during the year.
Office Supplies
Any supplies that may need to be purchased during the fiscal year, e.g., paper, minute books, fife folders, labels, paper clips, etc.
Travel Per Diem
The Board of Supervisors can be reimbursed for travel expenditures related to the conducting of District business.
Dues. Licenses & Subscriptions
The District is required to pay an annual fee to the Florida Department of Economic Opportunity for $175. This is the only expense under this category for the District.

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SECTION V

RESOLUTION 2019-34
A RESOLUTION OF THE BOARD OF SUPERVISORS OF VILLAMAR COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF ITS VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2019 (THE 0SERIES 2019 BONDS"); DETERMINING CERTAIN DETAILS OF THE SERIES 2019 BONDS AND ESTABLISHING CERTAIN PARAMETERS FOR THE SALE THEREOF; APPROVING THE FORM: OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2019 BONDS; APPROVING THE FORM OF  AND  AUTHORIZING  THE  EXECUTION  AND  DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT  TO  THE SERIES 2019 BONDS AND AWARDING THE SERIES 2019 BONDS TO THE UNDERW RITER NAMED THEREIN; APPROVING  THE  FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM RELATING TO  THE  SERIES 2019 BONDS AND ITS USE  BY  THE  UNDERW RITER  IN CONNECTION WITH THE OFFERING FOR SALE OF  THE  SERIES  2019 BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2019 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION  AND  DELIVERY  OF  A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE APPLICATION OF SERIES 2019 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL  THINGS  DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2019 BONDS; MAKING CERTAIN DECLARATIONS; PROVIDING AN EFFECTIVE DATE AND  FOR OTHER PURPOSES.
WHEREAS, VillaMar Community Development District (the "District") is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and created by Ordinance No. 0-18-70 enacted by the City Commission of the City of Winter Haven, Florida on November 26, 201 8; and

WHEREAS, pursuant to the Act and Resolution No. 2019-24 duly adopted by the Board of Supervisors of the District on December 5, 2018 (the "Bond Resolution"), the Board of Supervisors has approved the form of a Master Trust Indenture (the "Master Indenture"), between the District and U.S. Bank National Association, as Tr ustee (the "Trustee"); and

WHEREAS, the District duly adopted Resolution No. 201 9-25 on December 5, 2018, declaring the levy and collection of special assessments (the "Special Assessments") pursuant to the Act and Chapter 170, Florida Statues, indicating the location, nature and estimated cost ofthe improvements which cost is to be defrayed by the Special Assessments, providing the manner in which the Special Assessments will be made, designating the lands upon which the Special

Assessments will be levied, authorizing the preparation of a preliminary assessment roll and fixing the time and place of a public hearing; and

WHEREAS, the District duly adopted Resolution No. 2019-29 on January 16, 2019 setting a public hearing to be held on February 6, 2019, for the purpose of hearing public comment on imposing the Special Assessments; and

WHEREAS, the District duly adopted Resolution No. 2019-32 on February 6, 2019, authorizing the undertaking of the Project, as described more particularly in the Engineer's Report for Capital Improvements dated January 3, 2019 and attached to Resolution No. 2019-32 (the "Series 2019 Project"), and equalizing, approving, confirming and levying the Special Assessments on the property within the District benefited by the Project; and

WHEREAS, the District has detennined it to be in the best interest of the landowners of the District, for the District to undertake Phase 1 of the residential development and to provide public infrastructure for 206 homesites (the "Series 2019 Project"), and the District has determined to issue its VillaMar Community Development District Special Assessment Bonds, Series 2019 (the "Series 2019 Bonds") for the primary purpose of providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2019 Project, as summarized in Schedule I, attached hereto; and
WHEREAS, the District has initiated proceedings in the Tenth Judicial Circuit Court in and for Polk County, Florida, to validate Bonds issued under the Indenture (as defined herein); and

WHEREAS, on December 5, 2018, the District approved a Master Assessment Methodology Report, dated December 5, 2018 (the "Assessment Methodology Report"), prepared by the District's Methodology Consultant, Governmental Management Services - Central Florida, LLC, Inc., setting forth the District's methodology for allocating debt to property within the District; and

WHEREAS, the Series 2019 Bonds will be secured by special assessments levied and imposed on assessable land within the District in accordance with the Assessment Methodology Report; and

WHEREAS, there has been submitted to this meeting with respect to the issuance and sale ofthe Series 2019 Bonds and submitted to the Board:

a form of First Supplemental Trust Indenture between the Trustee and the District attached hereto as Exhibit A (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture");

a form of Bond Purchase Contract with respect to the Series 2019 Bonds between FMSbonds, Inc. (the "Underwriter") and the District attached hereto as Exhibit B (the "Bond Purchase Contract0), together with the form of a disclosure statement attached to the Bond Purchase Contract in accordance with Section 218.385, Florida Statutes; and

2

a form of Preliminary Limited Offering Memorandum relating to the Series 2019 Bonds, attached hereto as Exhibit C (the "Preliminary Limited Offering Memorandum");

a form of Rule 15c2-12 Certificate of the District relating to the Preliminary Limited Offering Memorandum, attached hereto as Exhibit D (the "Rule 15c2-12 Certificate"); and

a form of the Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") to be entered into among the District, the dissemination agent named therein (the "Dissemination Agent"), and any landowner constituting an "Obligated Person" under the terms of the Continuing Disclosure Agreement, attached hereto as Exhibit E;

WHEREAS, any capitalized term used herein and not otherwise expressly defined herein shall have the meaning ascribed thereto in the Indenture; and

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of VillaMar Community Development District, as follows:

Section 1. Authorization of Issuance of Series 2019 Bonds. There are hereby authorized and directed to be issued: the VillaMar Community Development District Special Assessment Bonds, Series 2019 (the "Series 2019 Bonds") in an aggregate principal amount not to exceed $10,000,000, for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2019 Project, (ii) making a deposit to the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement, (iii) funding a portion of the interest coming due on the Series 2019 Bonds, and (iv) paying certain costs of issuance in respect of the Series 2019 Bonds. The Series 2019 Bonds shall be issued under and secured by the Indenture, the form of which by reference is hereby incorporated into this resolution as if set forth in full herein.
Section 2. Details ofthe Series 2019 Bonds. The District hereby determines that the Series 2019 Bonds shall matw-e in the amounts and at the times, shall bear interest at the rates, be redeemable at the redemption prices and in the manner as determined by the Chairperson of the Board of Supervisors of the District (the "Chairperson") or any member of the Board of Supervisors designated by the Chairperson (a "Designated Member"), prior to the sale of said Series 2019 Bonds, all in a manner consistent with the requirements of the Bond Resolution and within the parameters set forth in Section 5 hereof.

Section 3. First Supplemental Indenture. The District hereby approves and authorizes the execution of the First Supplemental Indenture by the Chairperson or any Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors (the "Secretary") and the delivery of the First Supplemental Indenture in substantially the form thereof attached hereto as Exhibit A, with such changes therein as shall be approved by the Chairperson or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form ofFirst Supplemental Indenture attached hereto.

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Section 4. Negotiated Sale. The Series 2019 Bonds shall be sold by a negotiated sale to the Undenvriter. It is hereby determined by the District that a negotiated sale of the Series 2019 Bonds to the Underwriter will best effectuate the purposes of the Act, is in the best interests of the District and is necessitated by, in general, the characteristics of the issues and prevailing market conditions and specifically, the following additional reasons:

because of the complexity of the financing structure of the Series 2019 Bonds, including the pledge of Special Assessments as security for the Series 2019 Bonds, it is desirable to sell the Series 2019 Bonds pursuant to a negotiated sale so as to have an underwriter involved from the outset of the financing to assist in these matters;

because of changing market conditions for tax-exempt bonds and the necessity of being able to adjust the terins of the Series 2019 Bonds, it is in the best interests of the District to sell the Series 2019 Bonds by a negotiated sale;

the Underwriter has participated in structuring the issuance of the Series 2019 Bonds and can assist the District in attempting to obtain the most attractive financing for the District;

the Series 2019 Bonds do not bear a credit rating and will be offered initially only to accredited investors within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder; and

the District will not be adversely affected if the Series 2019 Bonds are not sold pursuant to a competitive sale.

Section 5. Bond Purchase Contract. The District hereby approves the form of the Bond Purchase Contract submitted by the Underwriter and attached as Exhibit B hereto, and the sale of the Series 2019 Bonds by the District upon the te1ms and conditions set forth in the Bond Purchase Contract is hereby approved. The Chairperson or a Designated Member are each hereby authorized, acting individually, to execute the Bond Purchase Contract and to deliver the Bond Purchase Contract to the Underwriter. The Bond Purchase Contract shall be in substantially the form of the Bond Purchase Contract attached hereto as Exhibit B with such changes, amendments, modifications, omissions and additions as may be approved by the Chairperson or the Designated Member; provided, however,

The Series 2019 Bonds shall be subject to optional redemption no later than November 1, 2032, at a redemption price equal to their par value, plus accrued interest to the redemption date;

The interest rate on the Series 2019 Bonds shall not exceed an average net interest cost rate, which shall be computed by adding 300 basis points to The Bond Buyer "20 Bond Index11 published immediately preceding the first day of the calendar month in which the bonds are sold, as provided in Section 215.84(3), Florida Statutes, as amended;

The aggregate principal amount of the Series 2019 Bonds shall not exceed
$] 0,000,000;

4

The Series 2019 Bonds shall have a final maturity not later than the maximum term allowed by Florida law, which is cu1Tently thirty years of principal amortization; and
The price at which the Series 2019 Bonds shall be sold to the Underwriter shall not be less than 97.5% of the aggregate face amount of the Series 2019 Bonds, exclusive of original issue discount.

Execution by the Chairperson or a Designated Member of the Bond Purchase Contract shall be deemed to be conclusive evidence of approval of such changes.

Section 6.       Preliminarv Limited Offering Memorandum; Final Limited Offering Memorandum. The District hereby approves the form of the Preliminary Limited Offering Memorandum submitted to this meeting and attached hereto as Exhibit C and authorizes its distribution and use in connection with the limited offering for sale of the Series 2019 Bonds. The preparation of a final Limited Offering Memorandum relating to the Series 2019 Bonds (the "Limited Offering Memorandum") is hereby approved and the Chairperson or any Designated Member is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2019 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2019 Bonds. The Limited Offering Memorandum shall be substantially in the form ofthe Preliminary Limited Offering Memorandum attached as Exhibit C hereto, with such changes as shall be approved by the Chairperson or Designated Member as necessary to conform the details of the Series 2019 Bonds and such other insertions, modifications and changes as may be approved by the Chairperson or Designated Member. The execution and delivery of the Limited Offering Memorandum by the Chairperson or Designated Member shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Limited Offering Memorandum and the information contained therein in connection with the offering and sale of the Series 2019 Bonds. The Chairperson is further authorized to deem the Preliminary Limited Offering Memorandum "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, in the fonn as mailed, and in furtherance thereof to execute the Rule 15c2-12 Certificate evidencing the same substantially in the forms attached hereto as Exhibit D.
Section 7. Continuing Disclosure. The District hereby authorizes and approves the execution and delivery of the Continuing Disclosure Agreement by and among the District, the Dissemination Agent and any landowner constituting an "Obligated Person" under the Continuing Disclosure Agreement, by the Chairperson or a Designated Member substantially in the form presented to this meeting and attached hereto as Exhibit E, with such changes therein as shall be approved by the Chairperson or Designated Member executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of Continuing Disclosure Agreement attached hereto. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated by the U.S. Securities and Exchange Commission.
Section 8. Application of Bond Proceeds. The proceeds of the Series 2019 Bonds shall be applied in the manner required in the First Supplemental Indenture.

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Section 9. Further Official Action; Ratification of Prior and Subsequent Acts. The Chairperson, the Secretary and each member ofthe Board of Supervisors of the District and any other proper official of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2019 Bonds, any documents required in connection with implementation of a book-entry system of registration, and investment agreements relating to the investment of the proceeds of the Series 2019 Bonds and any agreements in connection with maintaining the exclusion of interest on the Series 2019 Bonds from gross income ofthe holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chairperson or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chairperson or a Designated Member of such document shall be deemed to be conclusive evidence of approval of such change of date. 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 confonnity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 10. Severabilitv. If any section, paragraph, clause or proV1s1on of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 11. Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent ofsuch inconsistency.

Section 12. Ratification of Prior Acts. All actions previously taken by or on behalf of the District in connection with the issuance of the Series 2019 Bonds are hereby authorized, ratified and confmned.

Section 13. Public Meetings. It is hereby found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings of the District, and that all deliberations of the District that resulted in such fom1al action were in meetings open to the public, in compliance with all legal requirements.

Section 14.	Effective Date. This Resolution shall take effect immediately upon its adoption.

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

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PASSED in Public Session of the Board of Supervisors of VillaMar Community Development District, this 13th day of February, 2019.
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Attest:

Secretary,
Board of Supervisors

Chairperson, Board ofSupervisors

8

SCHEDULE I DESCRIPTION OF SERIES 2019 PROJECT

Number ofLots	206		�	642	
Infrastructure <1>	Phase I 2019-2020	Phase 2
2020-2022	Phase 3
2021-2023	-To-t-al	
IO:ffsite Improvements l5X7J	$ 210,000	$ 240,000	$ 200,000	$ 650,000	
IrStonnwater Management C2l(3l(5l(7J	2,586,465	2,930,000	2,500,000	8,016,465	
Utilities (Water, Sewer, & Street Lighting) (5)(7)(9)	1,217, 160	1,440,000	1,230,000	3,887,160	
Roadway (4X�lC7l	940,000	1,01 2,000	912,000	2,864,000	
Entry Feature & Signage (7J(8)	100,000	50,000	50,000	200,000	
Parks and Recreation Facilities <1)(7)	400,000	200,000	200,000	800,000	

The Series 2019 Project includes, but is not limited to, Phase I of the following improvements:

I

270,000	300,000	240,000	81 0,000	
$5,723,625	$6,1 72,000	$5,332,000	$17,227,625	

!CI    ontingency r'roTAL
I

Notes:
I.	Infrastructure consists ofpublic roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and parks and recreational facilities.
Excludes grading ofeach lot both for initial pad construction and 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 ofpublic roads.
Includes subdivision infrastructure and civil/site engineering.
Not used.
Estimates are based on 2018 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Tampa Electric for the street light poles and lighting service. Only undergrouncting ofwires in public right-of-way and on District land is included.
Estimates based on Master Infrastructure to support development of642 lots.

Source: VillaMar Community Development District the Engineer's Report for Capital Improvements dated January 3, 2019, prepared by Wood & Associates Engineering, LLC.

Schedule 1

EXIIlBIT A
FORM OF FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL TRUST INDENTURE

between

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (WINTER HAVEN, FLORIDA)

and

U.S. BANK NATIONAL ASSOCIATION as Trustee

Dated as of�I 	l, 2019]

Authorizing and Securing

VILLAMAR	DISTRICT

$[	]
COMMUNITY DEVELOPMENT
SPECIAL ASSESSMENT BONDS, SERIES 2019

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
ARTICLE il
THE SERIES 2019 BONDS

Page

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 3.01.
SECTION 3.02.

SECTION 4.01.
SECTION 4.02.
SECTION 4.03.
SECTION 4.04.
SECTION 4.05.

SECTION 5.01.
SECTION 5.02.
SECTION 5.03.
SECTION 5.04.
SECTION 5.05.
SECTION 5.06.

SECTION 6.01 .
SECTION 6.02.
SECTION 6.03.

Amounts and Terms of Series 2019 Bonds; lssue of Series 2019 Bonds	13
Execution ...............................................,	13
Authentication	13
Purpose, Designation and Denominations of, and Interest Accruals on, the
Series 2019 Bonds	13
Debt Service on the Series 2019 Bonds	14
Disposition of Series 2019 Bond Proceeds	14
Book-Entry Fonn of Series 2019 Bonds	15
Appointment of Registrar and Paying Agent	16 
Conditions Precedent to Issuance ofthe Series 2019 Bonds	6
ARTICLEill REDEMPTION OF SERIES 2019 BONDS
Redemption Dates and Prices	18 
Notice ofRedemption ...................................,	21
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 SPECIAL ASSESSMENT LIENS
Establishment ofCertain Funds and Accounts	22
Series 20 l9 Revenue Account	25
Powerto Issue Series 20 l9 Bonds and Create Lien	25
Series 2019 Project to Conform to Consulting Engineers Report	26
Prepayments; Removal ofSeries 2019 Special Assessment Liens	26
ARTICLE V
COVENANTS AND DESIGNATIONS OFTHE ISSUER
Collection of Series 2019 Special Assessments	27
Continuing Disclosure	27
Investment ofFunds and Accounts	27
Additional Bonds	27
Requisite Owners for Direction or Consent.	27
Acknowledgement Regarding Series 2019 Acquisition and Construction
Account Moneys Following an Event ofDefault.	28
ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
Acceptance ofTrust.	29
Trustee's Duties	29
Patriot Act Requirements of Trustee	29
(i)

SECTION 6.04.

SECTION 7.01.
SECTION 7.02.
SECTION 7.03.
SECTION 7.04.
SECTION 7.05.
SECTION 7.06.

EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D

Brokerage Require1nents	29
ARTICLE VII  MISCELLANEOUS PROVISIONS
Interpretation ofFirst Supplemental Trust Indenture	30
Amendments	30
Counterparts	30
Appendices and Exhibits	30
Payment Dates	30
No Rights Conferred on Others	30

DESCRIPTION OF SERIES 2019 PROJECT FORM OF SERIES 2019 BOND
FORMS OF REQUISITIONS FORM OF INVESTOR LETTER

(ii)

THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the "First Supplemental Trust Indenture"), dated as of [	1, 2019] between the VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (together with its 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 association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Orlando, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this First Supplemental Trust Indenture being hereinafter referred to as the "Trustee");
WI TN E S SE T H:
WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") created pursuant to Ordinance No. 0-18- 70 enacted by the City Commission of the City of Winter Haven, Florida (the "City") on November 26, 2018 (the "Ordinance"), for the purposes of delivering community development services and facilities to property to be served by the District (as defined below); and
WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the "District" or "District Lands") currently consist of approximately 153.65 acres of land located entirely within the City; and

WHEREAS, the Issuer has been created for the purpose of delivering ce11ain community development services and facilities for the benefit of the District Lands; and

WHEREAS, the Issuer has determined to ru1dertake, in three phases, the acquisition and/or construction of public infrastructure improvements and community facilities for the special benefit of the District Lands (the "Project"), as described in the Engineer's Report dated January 3, 2019 and summarized in Exhibit B to the Master Indenture (as defined herein); and

WHEREAS, the Issuer has previously adopted Resolution No. 2019-24 on December 5, 2018 (the "Original Authorizing Resolution"), authorizing the issuance of not to exceed
$22,250,000 in aggregate principal amount of its Special Assessment Bonds (the "Bonds") to finance all or a portion of the planning, design, acquisition and construction costs of the Project pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of the Master Indenture; and

WHEREAS, Paint Creek, LLC, a Florida limited liability company (the "Series 2019 Landowner11) is the owner of a residential community planned to be developed as the 206 units constituting Phase 1 within the District (the "Series 2019 Assessment Area") and will construct or cause the Issuer to construct all of the public infrastructure necessary to serve the Series 2019 Assessment Area (such public infrastructure as described on Exhibit A attached hereto is herein collectively referred to as the "Series 2019 Project"); and

WHEREAS, the Issuer has determined to issue a first Series ofBonds, designated as the VillaMar Community Development District Special Assessment Bonds, Series 2019 (the IISeries 2019 Bonds"), pursuant to the Master Indenture and this First Supplemental Trust Indenture (hereinafter sometimes collectively referred to as the "Series 2019 Indenture"); and

WHEREAS, in the manner provided herein, the proceeds of the Series 2019 Bonds will be used for the purposes of (i) providing funds to pay all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2019 Project,
funding a deposit to the Series 201 9 Reserve Account in the amount of the Series 2019 Reserve Requirement, (iii) paying a portion ofthe interest coming due on the Series 2019 Bonds, and (iv) paying the costs of issuance of the Series 2019 Bonds; and

WHEREAS, the Series 2019 Bonds will be secured by a pledge of Series 2019 Pledged Revenues (as hereinafter defined) to the extent provided herein.
NOW, THEREFORE, TIDS  FIRST SUPPLEMENTAL TRUST INDENTURE
WITNESSETH, that to provide for the issuance of the Series 2019 Bonds, the security and payment of the principal or redemption price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2019 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2019 Bonds by the Owners thereof, 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 does hereby assign, transfer, set over and pledge to U.S. Bank National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2019 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2019 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

TO HAVE AND TO HOLD the same and, to the extent the same may be lawfully granted, any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Series 2019 Indenture with respect to the Series 2019 Bonds.

IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2019 Bonds issued and to be issued under this First Supplemental Trust Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Trust Indenture) of any one Series 2019 Bond over any other Series 2019 Bond, all as provided in the Series 2019 Indenture.

PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 20] 9 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2019 Bonds and the Series 2019 Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Series 2019 Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Trust Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Trust Indenture to be and remain in full force and effect.

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ARTICLE I DEFINITIONS
In this First Supplemental Trust Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires:

-­

"Acquisition Agreement" shall mean that certain Agreement by and between the District and the Series 2019 Landowner regarding the acquisition of certain real property datedLr-
_, 2019].

I	_,

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated	2019], relating to certain restrictions on arbitrage under the Code with respect to the Series 2019 Bonds.

"Assessment Resolutions" shall mean Resolution Nos. 2019-25, 2019-29, 2019-32, and 2019-LJ of the Issuer adopted on December 5, 2018, January 16, 2019, February 6, 2019, and (	_, 2019], respectively, as amended and supplemented from time to time.
"Authorized Denomination" shall mean, with respect to the Series 2019 Bonds, on the date of issuance, in the denominations of $5,000 and any integral multiple thereof; provided, however, if any initial beneficial owner does not purchase at least $100,000 of the Series 2019 Bonds at the time of initial delivery of the Series 2019 Bonds, such beneficial owner must either execute and deliver to the Issuer and the Underv-.riter on the date of delivery of the Series 2019 Bonds the investor letter in the form attached hereto as Exhibit D or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an "accredited investor," as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended.

"Collateral Assignment" shall mean that certain instrument executed by the Series 2019 Landowner in favor of the Issuer whereby all of the material documents necessary to complete the development planned by the Series 2019 Landowner are collaterally assigned as security for the Series 2019 Landowner's obligation to pay the Series 2019 Special Assessments imposed against lands within the District owned by the Series 2019 Landowner from time to time.

"Completion Agreement" shall mean the Agreement between the District and the Series 2019 Landowner regarding the completion ofcertain improvements dated [	, 2019].
"Conditions for Reduction of Reserve Requirement" shall mean collectively (i) the sale of all lots in the Series 2019 Assessment Area to homebuilders shall have been closed, as certified by the District Manager, and (ii) there shall be no Event of Default under the Series 2019 Indenture with respect to the Series 2019 Bonds, as certified by the District Manager. The District shall present the Trustee with the certifications of the District Manager regarding the satisfaction of the Conditions for Reduction of Reserve Requirement; and the Trustee may rely conclusively upon such certifications and shall have no duty to verify the same.

"Continuing Disclosure Agreement" shall mean the Continuing Disclosure Agreement for the benefit ofthe owners of the Series 2019 Bonds, dated [	_, 2019], by and among the

3

Issuer, the dissemination agent named therein, and the Series 2019 Lando-wner, in connection with the issuance ofthe Series 2019 Bonds.

"Declaration of Consent" shall mean that certain instrument executed by the Series 2019 Landovmer declaring consent to the jurisdiction of the District and the imposition of the Series 2019 Special Assessments.

"Defeasance Securities" shall mean, with respect to the Series 2019 Bonds, to the extent permitted by law, (a) cash deposits, and (b) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury) which are_non-callable and non-prepayable.

"District Manager" shall mean Governmental Management Services - Central FJorida, LLC, and its successors and assigns.

"Interest Payment Date" shall mean May I and November 1 of each year, commencing
�f  -- 1, 2019], and any other date the principal of the Series 2019 Bonds is paid.
"Investment Obligations" shall mean and include any of the following securities with
respect to the investment of moneys under this First Supplemental Trust Indenture, if and to the extent that such securities are legal investments for funds of the Issuer:

Government Obligations;

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;

deposits, Federal funds or bankers' acceptances (with term to maturity of 270 days or less) of any bank, including the Trustee Bank, which, at the time of deposit, has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by both Moody's and S&P;

commercial paper rated in the top two rating categories by both Moody's and S&P at the time of purchase;

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 and rated A- or higher by Moody's, Fitch or S&P at the time ofpurchase;

both (A) shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category for money market funds by both Moody's and S&P, including those shares offered or sponsored by the Trustee Bank, and (B) shares of money market mutual funds, including those funds offered or sponsored by the Trustee Bank, that invest only in Government Obligations and

4

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 and repurchase agreements secured by such obligations, which funds are rated in the two highest categories for such funds by both Moody's and S&P;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by a third party acting solely as agent for the Issuer with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-term debt of which, or, in the case of a financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's provided that the repurchase agreement shall provide that if during its term the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3,U respectively, the provider shall immediately notify the Issuer and the Trustee and the Issuer and the provider shall at its option, within ten (10) calendar days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider's rating by either S&P or Moody's falls below "A-" or "A3," respectively, the provider must immediately notify the Trustee and the Issuer and must at the direction by the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an "AA" rated investment from S&P and an "Aa" rated investment from Moody's, or (2) repurchase all Collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) calendar 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 withdraw the entire amount invested plus accrued interest within ten (10) Business Days after the Trustee knows such conditions apply. Any repurchase agreement entered into pursuant to this First Supplemental Trust Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the District or the Trustee to liquidate the collateral as provided above;

The Holder of the Collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the Collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor's books);

The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer shall be rendered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder ofthe Collateral is in possession);

The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified

5

financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 C'FIRREA ") and such bank is subject to FIRREA;

The repurchase transaction shall be in the form of a written agreement, and such agreement shall require the provider to give written notice to the Trustee of any change in its long-term debt rating;

The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;

The term of the repurchase agreement shall be no longer than ten years;
The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under this First Supplemental Trust Indenture;

The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this First Supplemental Trust Indenture;

Any repurchase agreement shall provide that a perfected security interest in such investments is created for the benefit of the beneficial owners under the Uniform Commercial Code of Florida, or book-entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the beneficial owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third- party acceptable to, and acting solely as agent for, the Trustee (the "Holder of the Collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider's books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the majority of the Holders and the Trustee. The custodial agreement shaU provide that the Trustee must have disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

If such investments are held by a third-party, they shall be held as agent for the benefit of the Trustee as fiduciary for the beneficial owners and not as agent for the bank serving as Trustee in its commercial capacity or any other party and shall be segregated from securities owned generally by such third party or bank;

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

6

institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the two highest short-term rating categories by 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 by Aa2 or better by Moody's and AA or better by S&P or Fitch, respectively (ifthe term ofsuch agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided:

interest is paid on any date interest is due on the Series 2019 Bonds (not more frequently than qliarterly) at a fixed rate (subject to adj ustments for yield restrictions required by the Code) during the entire term ofthe agreement;

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

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and
the  Issuer  and  the  Trustee  receive  an  opm. 1.on  of  counsel  that  such
agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

In the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody's, S&P or Fitch, respectively, the provider shall notify the Issuer and the Trustee within five (5) Business Days of such downgrade event and the provider shall at its option, within ten (I 0) Business Days after notice is given to the Issuer and the Trustee take any one of the following actions:

collateralize the agreement at levels, sufficient to maintain an "AA" rated investment from  S&P or  Fitch  and  an  11Aa2"  from Moody's with  a market to  market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of "AA" rated investment from S&P or Fitch and an "Aa2" from Moody's with a market to market approach; or

have the agreement guaranteed by a provider which results in a minimum rating  criteria  of an  "AA"  rated  investment from  S&P  or  Fitch  and an 11Aa2"  from Moody's with a market to market approach; or

repay all amounts due and owing under the agreement.

In the event the provider has not satisfied any one of the above conditions within three (3) Business Days of the date such conditions apply, then the agreement shall provide that the Trustee shall be entitled to withdraw the entire amount invested plus accrued interest without penalty orpremium.

7

bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are, at the time ofpurchase, 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, Moody's or Fitch;

the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund, at the time ofpurchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation);

in addition to the deposits described in subsection (iii) of the definition of "Investment Obligations," negotiable or non-negotiable certificates of deposit, savings accounts, deposit accounts, money market deposits or banking arrangements issued by or with any financial institution, including the Trustee Bank, subject to state or federal regulation provided that the full principal amount is insured by the Federal Deposit Insurance Corporation ("FDIC") (including the FDJC's Savings Association Insurance Fund); and

other investments permitted by Florida law and directed by the Issuer.

A certificate of an Authorized Officer directing any investment enumerated above shall constitute a representation by the Issuer that such investment is permitted under this First Supplemental Trust Indenture and is a legal investment for funds of the District, upon whlch the Trustee is conclusively entitled to Tely.

"Majority Holders" means the beneficial owners of more than fifty percent (50%) in aggregate principal amount of the Outstanding Series 2019 Bonds.

"Master Indenture" shall mean the Master Trust Indenture, dated as of ( 	1, 2019], by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertairung solely to the Master Indenture or the Series 2019 Bonds (as opposed to supplements or amendments relating to any Series of Bonds other than the Series 2019 Bonds as specifically defined in this First Supplemental Trust Indenture).

"Paying Agent" shall mean U.S. Bank National Association, and its successors and assigns as Paying Agent hereunder.

"Prepayment" shall mean the payment by any owner of property of the amount of Series 2019 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term "Prepayment" also means any proceeds received as a result of accelerating and/or foreclosing the Series 2019 Special Assessments. "Prepayments" shall include, without limitation, Series 2019 Prepayment Principal.

"Project" shall mean all of the public infrastructure deemed necessary for the development of the District including, but not limited to, the Series 2019 Project.

"Quarterly Redemption Date" shall mean each February 1, May I, August I, and November l of any calendar year.

8

"Redemption Price" shall mean the principal amount of any Series 2019 Bond payable upon redemption thereof pursuant to this First Supplemental Trust Indenture.

"Registrar" shall mean U.S. Bank National Association and its successors and assigns as Registrar hereunder.

"Regular Record Date" shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.

"Resolution" shall mean, collectively, (i) Resolution No. 2019-24 of the Issuer adopted on December 5, 2018, pursuant to which the Issuer authorized the issuance of not exceeding
$22,250,000 aggregate principal amount of its Bonds to finance the construction or acquisition of the Project, and (ii) Resolution No. 2019-34 of the Issuer adopted on February 13, 2019 (the
"Delegation Resolution"), pursuant to which the Issuer authorized, among other things, the issuance of the Series 2019 Bonds to finance the acquisition of the Series 2019 Project, specifying the details of the Series 2019 Bonds and awarding the Series 2019 Bonds to the purchasers ofthe Series 2019 Bonds.

"Series 2019 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.0l(a) ofthis First Supplemental Trust Indenture.

"Series 2019 Assessment Area" shall mean the approximately L_J acres of land within the District currently planned for 216 single-family residences constituting Phase I and the recreation areas, parks and related infrastructure.
"Series 2019 Bond Redemption Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(g) of this First Supplemental Trust Indenture.

"Series 2019 Bonds" shall mean the $[ ] aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2019, to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this First Supplemental Trust Indenture, and secured and authorized by the Master Indenture and this First Supplemental Trust Indenture.

"Series 2019 Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.0l(a) of this First Supplemental Trust Indenture.

"Series 2019 General Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.0l(g) of this First Supplemental Trust Indenture.

"Series 2019 Indenture" shall mean collectively, the Master Indenture and this First Supplemental Trust Indenture.

9

"Series 2019 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(d) of this First Supplemental Tmst Indenture.

11 Series 2019 Landowner" shall mean Paint Creek LLC, a Florida limited liability company, and its successors and assigns.

"Series 2019 Optional Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.0l(g) of this First Supplemental Trust Indenture.

"Series 2019 Pledged Revenues" shall mean with respect to the Series 2019 Bonds (a) all revenues received by the Issuer from Series 2019 Special Assessments levied and collected on the assessable lands within the Series 2019 Assessment Arca, benefitted by the Series 2019 Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Series 2019 Indenture created and established with respect to or for the benefit of the Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (A) any moneys transferred to the Series 2019 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under Section 1 90.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge ofthe Series 2019 Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).
"Series 2019 Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Series 2019 Special Assessments being prepaid pursuant to Section 4.05 of this First Supplemental Trust Indenture or as a result of an acceleration of the Series 2019 Special Assessments pursuant to Section 170.10, Florida Statutes, if such Series 2019 Special Assessments are being collected through a direct billing method.

"Series 2019 Prepayment Subaccount'' shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.0l(g) of this First Supplemental Trust Indenture.

" Series 2019 Project" shall mean the public infrastructure described in Exhibit A attached hereto benefitting Phase l of the District.

"Series 2019 Rebate Account" shall mean the Account so designated, established as a separate Account within the Rebate Fund pursuant to Section 4.0lG) of this First Supplemental Trust Indenture.

"Series 2019 Reserve Account" shall mean the Account so designated, established as a separate Account within the Reserve Fund pursuant to Section 4.01(1) ohhis First Supplemental Trust Indenture.

10

''Series 2019 Reserve Requirement" or "Reserve Requirement" shall (i) initially be an amount equal to the maximum annual debt service on the Series 2019 Bonds as calculated from time to time; and (ii) upon the occurrence of the Condi tions for Reduction of Reserve Requirement, fifty percent (50%) of the maximum annual debt service on the Series 2019 Bonds as calculated from time to time.   Upon satisfaction of the Conditions for Reduction of Reserve Requirement, such excess amount shall be released from the Series 2019 Reserve Account and transferred to the Series 2019 Acquisition and Construction Account in accordance with the provisions of Sections 4.0l(a) and 4.0l(f) hereof. Except for excess amounts to be transferred pursuant to the immediately prior sentence, any excess in the Series 2019 Reserve Account shall be released from the Series 2019 Reserve Account and transferred to the Series 2019 Prepayment Subaccount in accordance with the provisions of Section 3.0 l{b)(i), 4.0l(t) and 4.05(a) hereof. For the purpose of calculating the Series 2019 Reserve Requirement, maximum annual debt service shall be calculated as of the date of the original issuance and delivery and recalculated in connection with each extraordinary mandatory redemption of the Series 2019 Bonds as described in Section 3.0l(b)(i) hereof (but not upon the optional or mandatory sinking fund redemption thereof). Amounts on deposit in the Series 2019 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2019 Bonds be used to pay principal of and interest on the Series 2019 Bonds at that time. Initially, the Series 2019 Reserve Requirement shall be equal to
$[	].
"Series 2019 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.0l(b) ofthis First Supplemental Trust Indenture.

"Series 2019 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.0l(e) of this First Supplementa l Trust Indenture.

"Series 2019 Special Assessments" shall mean a portion of the Special Assessments levied on the assessable lands within Series 2019 Assessment Area as a result of the Issuer's acquisition and/or construction of the Series 2019 Project, corresponding in amount to the debt service on the Series 2019 Bonds and designated as such in the methodology report relating thereto.

no

"Substantially Absorbed" means the date at least 90% of the principal portion of the Series 2019 Special Assessments have been assigned to residential units within the District that have received certificates of occupancy. The District shall present the Trustee with a certification that the Series 2019 Special Assessments are Substantially Absorbed and the Tmstee may rely conclusively upon such certification and shall have duty to verify if the Series 2019 Special Assessments are Substantially Absorbed.

"True-Up Agreement" shall mean the Agreement dated �-- _, 2019], by and between the Issuer and the Series 2019 Landowner relating to the true-up of Series 2019 Special Assessments.

"Tmstee Bank" shall mean, with respect to a provider of Investment Obligations, the financial institution serving as Trustee hereunder.
11Underwriter" shall mean FMSbonds, Inc., the underwriter ofthe Series 2019 Bonds.

11 

The words "hereof," "herein,1' "hereto," "hereby," and "hereunder" (except in the form of Series 2019 Bonds), refer to the entire Series 201 9 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 Chairperson or Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.

Alt words and tenns importing the singular number shall, where the context requires, import the plural number and vice versa.

[END OF ARTICLE I]

12

ARTICLE II
THE SERIES 2019 BONDS
SECTION 2.01. Amounts and Terms of Series 2019 Bonds: Issue of Series 2019 Bonds, No Series 2019 Bonds may be issued under this First Supplemental Trust Indenture except in accordance with the provisions of this Article and Articles 11 and III of the Master Indenture.

The total principal amount of Series 2019 Bonds that may be issued under this First Supplemental Trust Indenture is expressly limited to $[ ]. The Series 2019 Bonds shall be numbered consecutively from R-1 and upwards.

Any and all Series 2019 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Series 2019 Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2019 Bonds upon execution of this First Supplemental Trust Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer's request, authenticate such Series 2019 Bonds and deliver them as specified in the request.

SECTION 2.02. Execution. The Series 2019 Bonds shall be executed by the Issuer as set forth in the Master Indenture.

SECTION 2.03. Authentication. The Series 2019 Bonds shall be authenticated as set fo11h in the Master Indenture. No Series 2019 Bond shall be valid until the certificate of auth�ntication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.04. Purpose. Desi1mation and Denominations of. and Interest Accruals on. the Series 2019 Bonds.

The Series 2019 Bonds are being issued hereunder in order to provide funds for the purposes of (i) paying all or a portion of the costs of the planning, financing, acquisition, construction, equipping and installation of the Series 2019 Project, (ii) funding a deposit to the Series 2019 Reserve Account in the amount of the Series 2019 Reserve Requirement, (iii) paying a portion of the interest coming due on the Series 2019 Bonds and (iv) paying the costs of issuance of the Series 2019 Bonds. The Series 2019 Bonds shall be designated "VillaMar Community Development District Special Assessment Bonds, Series 2019," and shall be issued as fully registered Bonds without coupons in Authorized Denominations.

The Series 2019 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2019 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption, Interest on the Series 2019 Bonds shall be payable from the most recent Interest Payment Dale next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to May 1, 2018, in which case from the date of initial delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date.

13 

Except as otherwise provided in Section 2.07 of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the principal or Redemption Price of the Series 2019 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2019 Bonds. Except as otherwise provided in Section
of this First Supplemental Trust Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the payment of interest on the Series 2019 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2019 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as ofthe close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2019 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 Series 2019 Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class, postage-prepaid, to each Ovmer of record as of the fifth (5th) day prior to such mailing. at his address as it appears in the Bond Register not less than ten ( 1 0) days prior to such Special Record Date. The foregoing notwithstanding. any Ow·ner of Series 2019 Bonds 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 hank account number on file with the Paying Agent, upon requesting the same in a writing recei\·ed by the Paying Agent at least fifteen ( 15) days prior to the relevant Record Date. which writing shall specify the bank. which shall be a bank within the continental United States. and bank account number to which interest payments are to be ,..:, ired.  Any such request for interest payments by wire transfer shall remain in effect tmtil rescinded or changed. in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen ( 1 5) days prior to the relevant Record Date.

SECTION 2.05.	Debt Service on the Series 2019 Bonds.
The Series 2019 Bonds will matme on L_] 1 in the years and in the principal amounts, and bear interest at the rates all set forth below, subject to the right of prior redemption in accordance with their terms.

Year	Amount	Interest Rate
$	%

Interest on the Series 2019 Bonds will be computed in all cases on the basis of a 360 day year oftwelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest wilI be payable at the numerical rate of interest borne by the Series 2019 Bonds on the day before the default occurred.

SECTION 2.06.	Disposition of Series 2019 Bond Proceeds. From the net proceeds of the Series 2019 Bonds received by the Trustee in the amount of $[	] (par amount  of

14

$[	], less $1	] of original issue discount and less underwriter's discount of$.(_ 	_,J] which is retained by the underwriter of the Series 2019 Bonds):
$( l, which is an amount equal to the Series 2019 Reserve Requirement, shall be deposited in the Series 2019 Reserve Account ofthe Debt Service Reserve Fund;

$( ], shall be deposited into the Series 2019 Interest Account and applied to pay interest coming due on the Series 2019 Bonds through [	1, 2019];

$( ], shall be deposited into the Series 2019 Costs of Issuance Account ofthe Acquisition and Construction Fund for payment ofthe costs of issuing the Series 2019 Bonds; and

$1 ], representing the balance ofthe net proceeds of the Series 2019 Bonds, shall be deposited in the Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied only to the payment of costs ofthe Series 2019 Project in accordance with Section 4.0l(a) hereof, Article V ofthe Master Indenture and the terms of the Acquisition Agreement.
SECTION 2.07. Book-Entry Form of Series 2019 Bonds. The Series 2019 Bonds shall be issued as one fully registered bond for each maturity of Series 2019 Bonds and deposited with The Depository Trust Company ("DTC"), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants.

As long as the Series 2019 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. The Series 2019 Bonds shall not be required to be presented for payment. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2019 Bonds ("Beneficial Owners").

Principal and interest on the Series 2019 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.
Individuals may purchase beneficial interests in Authorized Denominations in book­ entry-only form, without certificated Series 2019 Bonds, through DTC Participants and Indirect Participants.

Dming the period for which Cede & Co. is registered owner of the Series 2019 Bonds, any notices to be provided to any Beneficial Owner will be provided lo Cede & Co. DTC shall be responsible for notices to DTC Participants and DTC Participants shall be responsible for

15 

notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners.

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2019 Bonds in the form of fully registered Series 2019 Bonds in accordance with the instructions from Cede & Co.
In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2019 Bonds may be exchanged for an equa] aggregate principal amount of Series 2019 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.

SECTION 2.08. Appointment of Registrar and Paving Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the "Bond Register'') for the registration, transfer and exchange of the Series 2019 Bonds, and hereby appoints U.S. Bank National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges.

The Issuer hereby appoints U.S. Bank National Association as Paying Agent for the Series 2019 Bonds. U.S. Bank National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder.

SECTION 2.09. Conditions Precedent to Issuance of the Series 2019 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2019 Bonds, all the Series 2019 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of:

(a)
(b) Trust Indenture;

Certified copies of the Assessment Resolutions;

Executed originals of the Master Indenture and this First Supplemental

An opinion of Counsel to the District, addressed to the District and the Trustee, substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to purchase and/or construct the Series 2019 Project being financed with the proceeds of the Series 2019 Bonds, subject to obtaining such licenses, orders or other

16

authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to own and operate the Series 2019 Project,
all proceedings undertaken by the Issuer with respect to the Series 2019 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken alJ action necessary to levy and impose the Series 2019 Special Assessments, and (v) the Series 2019 Special Assessments are legal, valid and binding liens upon the property against which such Series 20 I 9 Special Assessments are made, coequal with the lien of all state, county, city, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;

A  certificate  of  an  Authorized  Officer  to  the  ·effect  that,  upon  the authentication and delivery of the Series 2019 Bonds, the Issuer will not be in default in the performance ofthe terms and provisions of the Master Indenture or this First Supplemental Trust Indenture;

Copies of executed investor letters in the form attached hereto as Exhibit D ifsuch investor letter is required, as determined by the Underwriter; and

(t) Executed copies of the True-Up Agreement, the Acquisition Agreement, Declaration of Consent, the Completion Agreement, the Continuing Disclosure Agreement and the Collateral Assignment.

Payment to the Trustee of the net proceeds of the Series 2019 Bonds shall be conclusive evidence that the foregoing conditions have been satisfied as to the Issuer and the Underwriter.
[END OF ARTICLE ll]

17 

ARTICLE III REDEMPTION OF SERIES 2019 BONDS
SECTION 3.01. Redemption Dates and Prices. The Series 2019 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates hereinafter required. Except as othenvise provided in this Section 3.01, if less than all the Series 2019 Bonds are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2019 Bonds or portions of the Seties 2019 Bonds to be redeemed by lot. Partial redemptions of Series 20 I 9 Bonds shall, to the extent possible, be made in such a manner that the remaining Series 2019 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2019 Bond.

The Series 2019 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 Series 2019 Bonds shall be made on the dates specified below. Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

Optional Redemption. The Series 2019 Bonds maturing on or after [	1, 20_J may, at the option of the Issuer be called for redemption prior to maturity as a whole or in part, at any time, on or after [	1, 20_J (less than all Series 201 9 Bonds of a
maturity to be selected by lot), at a Redemption Price equal to the principal amount of Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date through which interest has been paid to the redemption date from moneys on deposit in the Series 2019 Optional Redemption Subaccount ofthe Series 2019 Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Series 2019 Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Series 2019 Bonds is substantially level.

Extraordinarv Mandatory Redemption in Whole or in Part. The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below, which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

18 

from Series 2019 Prepayment Principal deposited into the Series 2019  Prepayment  Subaccount  of the  Series  2019 Bond  Redemption  Account  folloV\<ing the payment in whole or in part of Series 2019 Special Assessments on any assessable property within the District in accordance with the provisions of Section 4.0S(a) of this First Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Series 2019 Reserve Account to the Series 2019 Prepayment Subaccount as a result of such Series 2019 Prepayment and pursuant to Sections 4.0l (f) and 4.05(a) of this First Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2019 Bonds to be redeemed from each maturity so that debt service on t.he remaining Outstanding Series 2019 Bonds is substantially level.

from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019 Rebate Fund and the  Series  2019 Acquisition and  Construction Account)  sufficient to  pay  and  redeem  all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Master Indenture.

Upon the Completion Date, from any funds remaining on deposit in the Series 2019 Acquisition and Construction Account not otherwise reserved to complete the Series 2019 Project and transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. If such redemption shall be in part, the Issuer shall select such principal amount of Series 2019 Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Series 2019 Bonds is substantially level.

LJ

Mandatory Sinking Fund Redempti on. The Series 2019 Bonds maturing on [	1, 20_J are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount
$

*

Maturity.

The Series 2019 Bonds maturing on (	1, 20__] are subject to mandatory sinking fund redemption from ·the moneys on deposit in the Series 2019 Sinking Fund Account on L_] 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount

19

Mandatory Sinking Fund
Year	Redemption Amount
$

*

"' Maturity
The Series 2019 Bonds maturing on I          1, 20_] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on [__J 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a
Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount
$

Maturity

The Series 2019 Bonds maturing on r	1, 20_] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on l_] 1 in the years and in the mandatory sinking fund redemption amounts set forth below al a Redemption Price of I00% of their principal amount plus accrued interest to the date of redemption.

20

Mand atory Sinking Fund
Year	Red emption Amount
$

*

Maturity

SECTION 3.02. Notice of Redemption. When required to redeem Series 2019 Bonds under any provision of this First Supplemental Trust Indenture or directed to redeem Series 2019 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2019 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture.

[END OF ARTICLE III]

21

ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds and Accounts.
The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2019 Acquisition and Construction Account." Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Acquisition and Construction Account in the amount set forth in Section 5.06 of this First Supplemental Trust Indenture, together with any moneys transferred thereto, including moneys transferred from the Series 2019 Reserve Account after satisfaction of the Conditions for Reduction of Reserve Requirement, and such moneys shall be applied as set forth in this Section 4.0l(a) of this First Supplemental Trust Indenture, Section 5.01 of the Master Indenture, and the Acquisition Agreement. Funds on deposit in the Series 2019 Acquisition and Construction Account shall only be requested by the Issuer to be applied to the Costs of the Series 2019 Project. Upon satisfaction of the Conditions for Reduction of Reserve Requirement, the amount on deposit in the Series 20l 9 Reserve Account in excess of the Series 2019 Reserve Requirement shall then be transferred to the Series 2019 Acquisition and Construction Account and applied as provided in this Section 4.0l(a).

After the Completion Date for the Series 2019 Project, any moneys remaining in the Series 2019 Acquisition and Construction Account after retaining costs to complete the Series 2019 Project, shall be transferred to the Series 2019 General Redemption Subaccount, as directed in writing by the Issuer or the District Manager, on behalf of the Issuer to the Trustee. Except as provided in Section 5.06 hereof, only upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, shall the Trustee withdraw moneys from the Series 2019 Acquisition and Constr uction Account. After no funds remain therein, the Series 2019 Acquisition and Construction Account shall be closed. Notwithstanding the foregoing, the Series 2019 Acquisition and Construction AccoW1t shall not be closed until after the Conditions for Reduction of Reserve Requirement shall have occurred and the excess funds from the Series 2019 Reserve Account shall have been transferred to the Series 2019 Acquisition and Construction Account and applied in accordance with this Section 4.0l(a) and Section 4.0l(f) hereof. The Trustee shall not be responsible for determining the amounts in the Series 2019 Acquisition and Construction Account allocable to the respective components of the Series 2019 Project.

Pursuant to the Master Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2019 Costs of Issuance Account." Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Costs of Issuance Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2019 Costs of Issuance Account to pay the costs of issuing the Series 2019 Bonds. Six months after the issuance of the Series 2019 Bonds, any moneys remaining in the Series 2019 Costs of Issuance Account in excess of the costs of issuing the Series 2019 Bonds requested by the Issuer to be disbursed shall be deposited into the Series 2019 Interest Account and the Series 2019 Costs of Issuance Account shall be closed. Any deficiency in the amount allocated to pay the

22

cost of issuing the Series 2019 Bonds shall be paid from excess Series 20 I 9 Pledged Revenues on deposit in the Series 2019 Revenue Account.

Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the "Series 2019 Revenue Account." Series 2019 Special Assessments (except for Prepayments of Series 2019 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2019 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2019 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 ofthis First Supplemental Trust Indenture. The Trustee may conclusively rely that unless expressly indicated by the District as a Prepayment upon deposit thereof with the Trustee, payments of Series 2019 Special Assessments are to be deposited in to the Series 2019 Revenue Account.

[RESERVED].
Pursuant to Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Series 2019 lnterest Account." Moneys deposited into the Series 2019 Interest Account pursuant to Section 6.04 ofthe Master Indenture and Sections 2.08 and 4.02 of this First Supplemental Trust Indenture, shall be applied for the purposes provided therein and used to pay interest on the Series 2019 Bonds.

Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate account within the Debt Service Fund designated as the "Series 2019 Sinking Fund Account." Moneys shall be deposited into the Series 2019 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Trust Indenture, and applied for the purposes provided therein and in Section 3.0l(c) of this First Supplemental Trust Indenture.

Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Reserve Fund designated as the "Series 2019 Reserve Account." Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Trust Indenture, and such moneys, together with any other moneys deposited into the Series 2019 Reserve Account shall be applied for the purposes provided in the Master Indenture and in this Section 4.0l(f) and Section 4.05 of this First Supplemental Trust Indenture. Notwithstanding any provisions in the Master Indenture to the contrary, the Issuer covenants not to substitute the cash and Investment Obligations on deposit in the Series 2019 Reserve Account with a Debt Service Reserve Insurance Policy or a Debt Service Reserve Letter of Credit. Except as provided in the next paragraph, all investment earnings on moneys in the Series 2019 Reserve Account shall remain on deposit therein.

On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019 Reserve Account and transfer any excess therein above the Reserve Requirement for the Series 2019 Bonds caused by investment earnings to the Series 2019 Revenue Account in accordance with Section 4.02 hereof.

23

In the event of a prepayment of Series 2019 Special Assessments in accordance with Section 4.05(a) of this First Supplemental Trust Indenture, 45 days before the next Quarterly Redemption Date, the Trustee shall recalculate the Series 2019 Reserve Requirement taking into account the amount of Series 2019 Bonds that will be outstanding as result of such prepayment of Series 2019 Special Assessments, and cause the amount on deposit in the Series 2019 Reserve Account in excess of the Series 2019 Reserve Requirement, resulting from 2019 Prepayment Principal, to be transferred to the Series 2019 Prepayment Subaccount to be applied toward the extraordinary redemption of Series 2019 Bonds in accordance with Section 3.0l(b)(i), as a credit against the Series 2019 Prepayment Principal othervvise reguired to be made by the owner of such property subject to Series 2019 Special Assessments.

Notwithstanding any of the foregoing, amounts on deposit in the Series 2019 Reserve Account shall be transferred by the Tmstee, in the amounts directed in writing by the Majority Holders of the Series 2019 Bonds to the Series 2019 General Redemption Su baccount, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2019 Special Assessments and applied to redeem a portion ofthe Series 2019 Bonds is less than the principal amount of Series 2019 Bonds indebtedness attributable to such lands.

Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund desjgnated as the "Series 2019 Bond Redemption Account" and within such Account, a "Series 2019 General Redemption Subaccount," a "Series 20I 9 Optional Redemption Subaccount," and a  "Series   2019  Prepayment  Subaccount.11	Except  as  otherwise   provided   in  this  First Supplemental Trust Indenture regarding Prepayments or in connection with the optional redemption of the Series 2019 Bonds, moneys to be deposited into the Series 2019 Bond Redemption Account as provided in Section 6.06 of the Master Indenture, shall be deposited to the Series 2019 General Redemption Subaccount.

Moneys that are deposited into the Series 2019 General Redemption Subaccount (including all earnings on investments held therein) shall be used to call for the extraordinary mandatory redemption (i) in whole, pursuant to Section 3.0l (b)(ii) hereof, the Outstanding amount of Series 2019 Bonds, or (ii) in part, pursuant to Section 3.01(b)(iii) hereof, of a portion of the Series 2019 Bonds.

Moneys in the Series 2019 Prepayment Subaccount (including all earnings on investments held in such Series 2019 Prepayment Subaccount) shall be accumulated therein to be used to call for redemption pursuant to Section 3,01(b)(i) hereofan amount of Series 2019 Bonds equal to the amount of money transferred to the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.0l(b)(i) hereof.

G) The Issuer hereby directs the Trustee to establish a separate account in the Rebate Fund designated as the "Series 2019 Rebate Account." Moneys shall be deposited into the Series 2019 Rebate Account, as provided in the Arbitrage Certificate and applied for the purposes provided therein.

24

(k) Moneys on deposit in the Series 2019 Optional Redemption Subaccount shall be used to optionally redeem all or a p011ion of the Series 2019 Bonds pursuant to Section 3.0l (a) hereof.
SECTION 4.02. Series 2019 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2019 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:
FIRST, upon receipt but no later than the Business Day next preceding each Interest Payment Date, commencing [	1, 20__], to the Series 2019 Interest Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the interest on the Series 2019 Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Series 2019 Interest Account nol previously credited;

I

SECOND, no later than the Business Day next preceding each L__J 1, commencing	I, 20_J, to the Series 2019 Sinking Fund Account, an amount from the Series 2019 Revenue Account equal to the principal amount of Series 2019
Bonds subj ect to sinking fund redemption on such L._J 1, less any amount on deposit in the Series 2019 Sinking Fund Account not previously credited;

THIRD, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2019 Bonds remain Outstanding, to the Series 2019 Reserve Account, an amount from the Series 2019 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equaJ to the Reserve Requirement for the Series 2019 Bonds;

FOURTH, notwithstanding the foregoing, at any time the Series 2019 Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Pay ment Date, the Trustee shall be authorized to transfer from the Series 2019 Revenue Account to the Series 2019 Interest Account, the amount necessary to pay interest on the Series 2019 Bonds subject to redemption on such date; and

FIFTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2019 Costs of Issuance Accmmt to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2019 Bonds and next, any balance in the Series 2019 Revenue Account shall remain on deposit in such Series 2019 Revenue Account, Wl.less pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2019 Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto.
SECTION 4.03. Power to Issue Series 2019 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2019 Bonds, to execute and deliver the Series 2019 Indenture and to pledge the Series 2019 Pledged Revenues for the benefit of the Series 2019 Bonds to the extent set forth herein. The Series 2019 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 Series 2019 Bonds, except as otherwise permitted under the Master Indenture. The Series 20I9 Bonds and the provisions of the Series 2019 Indenture are and wiH be  valid  and legally  enforceable  obligations  of the Issuer in accordance  with their  respective

25

terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Series 2019 Indenture and all the rights of the Owners of the Series 2019 Bonds under the Series 20 I 9 Indenture against all claims and demands of all persons whomsoever.
SECTION 4.04. Series 2019 Project to Conform to Consulting Eneineers Report. Simultaneously with the issuance of the Series 2019 Bonds, the Issuer will promptly proceed to construct or acquire the Series 2019 Project, as described in Exhibit A hereto and in the Consulting Engineers Report relating thereto, all pursuant to the terms and provisions of the Acquisition Agreement.

SECTION 4.05.	Prepav ments: Removal of Series 2019 Special Assessment Liens.
At any time any owner of property subject to the Series 2019 Special Assessments may, at its option, or as a result of acceleration of lhe Series 2019 Special Assessments because of non-payment thereof, shall, or by operation of law, require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2019 Special Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Series 2019 Special Assessment, which shall constitute Series 2019 Prepayment Principal, plus, except as provided below, accrued interest to the next succeeding Quarterly Redemption Date (or the first succeeding Quarterly Redemption Date that is at least 45 days after such prepayment, if such Prepayment is made within 45 calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property subject to Series 2019 Special Assessments owned by such O'W11er. To the extent that such prepayments are to be used to redeem Series 2019 Bonds pursuant to Section 3.0l(b)(i) hereof, in the event the amount on deposit in the Series 2019 Reserve Account will exceed the Series 2019 Reserve Requirement for the Series 2019 Bonds as a result of a prepayment in accordance with this Section 4.05(a) and the resulting extraordinary mandatory redemption in accordance with Section 3.01(b)(i) of this First Supplemental Trust Indenture of Series 20I 9 Bonds, the excess amount shall be transferred from the Series 2019 Reserve Account to the Series 2019 Prepayment Subaccount, as a credit against the Series 2019 Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer together with a certificate of a Responsible Officer of the Issuer stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Series 2019 Reserve Account to equal or exceed the Series 2019 Reserve Requirement.

Upon receipt of Series 2019 Prepayment Principal as described in paragraph (a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessruy to record in the official improvement lien book of the District that the Series 2019 Special Assessment has been paid in whole or in part and that such Series 2019 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.

[END OF ARTICLE IV]

26

ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01. Collection of Series 2019 Special Assessments. Pursuant to the terms and provisions of the Master Indenture, the Issuer shall collect the Series 2019 Special Assessments relating to the acquisition and construction of the Series 2019 Project through the Uniform Method of Collection (the "Uniform Method") afforded by Chapter 197, Florida Statutes. Pursuant to the terms and provisions of the Master Indenture, the Issuer shall, pursuant to the provisions of the Assessment Resolutions, directly collect the Series 2019 Special Assessments levied in lieu of the Uniform Method with respect to any lands within Series 2019 Area that have not been platted. In addition, and not in limitation of, the covenants contained elsewhere in this First Supplemental Trust Indenture and in the Master Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2019 Special Assessments, and to levy and collect the Series 2019 Special Assessments and any required true-up payments set forth in the Assessment Methodology or True-Up Agreement in such manner as will generate funds sufficient to pay Debt Service on the Series 2019 Bonds when due. The Assessment Methodology shall not be amended without the written consent of the Majority Owners.

SECTION 5.02. Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer and the Series 2019 Landowner have executed and delivered a Continuing Disclosure Agreement in order to assist the Underwriter in complying with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of the Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute and Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific perfonnance.

SECTION 5.03. Investment ofFunds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment ofmoneys in the Series 2019 funds, accounts and subaccounts therein created hereunder.

SECTION 5.04. Additional Bonds. The Issuer covenants not to issue any other Bonds or other debt obligations secured by the Series 2019 Special Assessments. In addition, the Issuer covenants not to issue any other Bonds or debt obligations for capital projects, secured by Special Assessments on the assessable lands within the Series 2019 Assessment Area, until the Series 2019 Special Assessments are Substantially Absorbed. The District shall present the Trustee with a certification that the Series 2019 Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Series 2019 Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the relevant assessments have not been Substantially Absorbed. Such covenant shall not prohibit the Issuer from issuing refunding Bonds or any Bonds or other obligations for District Lands outside of the Series 2019 Assessment Area, or other Bonds secured by other special assessments to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Series 2019 Project.

SECTION 5.05. Requisite Owners for Direction or Consent. Anything  in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision

27

which requires fifty-one percent of the Owners, shall in each case be deemed to refer to, and shall mean, the Majority Holders.

SECTION 5.06. Acknowledgement Regarding Series 2019 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Series 2019 Indenture, upon the occurrence of an Event of Default with respect to the Series 2019 Bonds, the Series 2019 Bonds are payable solely from the Series 2019 Pledged Revenues and any other moneys held by the Trustee under the Series 2019 Indent ure for such purpose. Anything in the Series 2019 Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2019 Bonds, (i) the Series 201 9 Pledged Revenues includes, without limitation, all amounts on deposit in the Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Series 2019 Pledged Revenues may not be used by the Issuer (whether to pay costs of the Series 2019 Project or otherwise) without the consent of the Majority Owners and (iii) the Series 2019 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Series 2019 Indenture, provided, however notwithstanding anything herein to the contrary the Trustee is also authorized to utilize the Series 2019 Pledged Revenues to pay fees and expenses as provided in Section 10.12 of the Master Indenture.

[END OF ARTICLE V]

28

ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Series 2019 Indenture. The Trustee agrees to act as Paying Agent, Registrar and Authenticating Agent for the Series 2019 Bonds.
SECTION 6.02. Trustee's Duties. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Trust Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2019 Bonds), all of which are made solely by the Issuer. Except as otherwise expressly stated in this First Supplemental Trust Indenture, nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.

SECTION 6.03 Patriot Act Requirements of Trustee. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain> verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee wil1 ask for documentation to verify such non-individual person's fonnation and existence as a legal entity. The Trnstee may also ask to see financial statements, licenses, identification and authoriz.ation documents from individuals claiming authority to represent the entity or other relevant documentation.

SECTION 6.04 Brokerage Requirements. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

[END OF ARTICLE VI]

29

ARTICLE VII MISCELLANEOUS PROVISIONS
SECTION 7.01. Interpretation of First Supplemental Trust Indenture. This First Supplemental Trust Indenture amends and supplements the Master Indenture with respect to the Series 2019 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Trust Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Trust Indenture shall be read and construed as one document.
SECTION 7.02. Amendments. Any amendments to this First Supplemental Trust Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.
SECTION 7.03. Counterparts. This First Supplemental Trust Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.
SECTION 7.04. Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Trust Indenture are hereby incorporated herein and made a part ofthis First Supplemental Trust Indenture for all purposes.

SECTION 7.05. Pavment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2019 Bonds or the date fixed for the redemption of any Series 2019 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 7.06. No Rfahts Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2019 Bonds, and no other person is intended to be a third party beneficiary hereof to be entitled to assert or preserve any claim hereunder.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

30

IN WITNESS WHEREOF, VillaMar Community Development District has caused this First Supplemental Trust Indenture to be executed by the Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this First Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written.

[SEAL]

Attest:

By:	----	---	-
Name: r	l
Title:	Secretary, Board of Supervisors

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:	--	--	--	---
Name: Warren K. Heath
Title:	Chairperson, Board of Supervisors

U.S. BANK NATIONAL ASSOCIATION,
as Trustee, Paying Agent and Registrar

By: __	 	 Name: Stacey L. Johnson Title: Vice President

31 

__	 	

EXIDBIT A
DESCRIPTION OF SERIES 2019 PROJECT
The Series 2019 Project includes, but is not limited to, the following improvements identified for Phase 1:

�
Phase 1	234
Phase 2	202
Phase 3	642
-To-tal	
2019-2020	2020-2022	2021-2023		

Number ofLots Infrastructure <1)

Offsite Improvements <5J(7J	$ 21 0,000	$ 240,000	$ 200,000	$ 650,000	
!Storm.water Management (2X3l(5)(7)	2,586,465	2,930,000	2,500,000	8,016,465	
Utilities (Water, Sewer, & Street Lighting) (5X7X9)	1,217,160	1,440,000	1,230,000	3,887,160	
Roadway <4X5J(7)	940,000	1,012,000	912,000	2,864,000	
Entry Feature & Signage C7X8l	100,000	50,000	50,000	200,000	
Parks and Recreation Facilities (t)(7)	400,000	200,000	200,000	800,000	
:Contingency
I	270,000
$5,723,625	300,000
$6,172,000	240,000
$5,332,000	I	81 0,000
$1 7,227,625	
Notes:
1.		Infrastructure consists ofpub]ic roadway improvements, Stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and parks and recreational facilities. Excludes grading ofeach lot both for initial pad construction and in conjunction with home construction, which will be provided by home builder.
Includes Stonnwater pond excavation.
Includes sub-grade, base, asphalt paving, curbing, and civiL'site engineering ofpublic roads.
Includes subdivision infrastructure and civil/site engineering.
Not used.
Estimates are based on 2018 cost.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
CDD will enter into a Lighting Agreement with Tampa Electric for the street light poles and lighting service. Only undergrounding ofwires in public right-of-way and on District land is included
Estimates based on Master Infrastructure to support development of642 lots.

Source: VillaMar Community Development District the Engineer's Report for Capital Improvements dated January 3, 2019, prepared by Wood & Associates Engineering, LLC.

A-1

R-1

EXHIBIT B
[FORM Of SERIES 2019 BOND]

UNITED STATES OF AMERICA STATE OF FLORIDA
WINTER HAVEN, FLORIDA
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2019

$. (	,

Jnterest Rate
---%

Maturitv Date
_ 1, 20_

Date of Original Issuance
---	' 2019

CUSJP

Registered Owner: CEDE & CO. Principal Amount:
KNOW  ALL  PERSONS  BY  THESE  PRESENTS   that  the  Villal\.far  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, the Principal Amount set forth above (with interest thereon at the Interest Rate per annum set forth above, computed on 360-day year of twelve 30-day months), said principal payable on the Maturity Date set forth above. Principal of and interest on this Bond are payable by U.S. Bank National Association, in Orlando, Florida, as paying agent (said U.S. Bank National Association and/or any bank or trust company to become successor paying agent being herein called the "Paying Agent") made payable to the registered owner and mailed on each Interest Payment Date commencing [	1, 2019] 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 successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "Record Date11), provided, however presentation is not required for payment while the Series 2019 Bonds are registered in book-entry-only form. Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to [	1, 2019), in which case from the date of initial delivery, or unless the date ofauthentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Series 2019 Indenture (defined below). Any capitalized

B-1

term used in this Bond and not otheiwisc defined shall have the meaning ascribed to such term in the Series 201 9 Indenture.

THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE SERIES 2019 INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER THE WINTER HAVEN, FLORIDA (THE "CITY"), POLK COUNTY, FLORlDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE SERIES 2019 INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 SPECIAL ASSESSMENTS (AS DEFINED IN THE SERIES 2019 INDENTURE) TO SECURE AND PAY THE SERIES 2019 BONDS. THE SERIES 2019 BONDS DO NOT CONSTITUTE 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 shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Series 2019 Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Series 2019 Indenture, ofthe certificate of authentication endorsed hereon.

This Bond is one of an authorized issue of Series 2019 Bonds of the VillaMar 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"), Ordinance No. 0-18-70 enacted by the City Commission of the City on November 26, 2018, designated as "VillaMar Community Development District Special Assessment Bonds, Series 2019" (the 11Series 2019 Bonds"), in the aggregate principal
amount of I	) and 00/100 Dollars ($[	] of like date, tenor and effect, except as to number. The Series 2019 Bonds are being issued under authority ofthe laws and Constitution of
the State, including particularly the Act, to pay, among other things, the costs of constructing and/or acquiring a portion of the Series 2019 Project (as defined in the herein referred to Series 2019 Indenture). The Series 2019 Bonds shall be issued as fully registered Series 2019 Bonds in authorized denominations, as set forth in the Series 2019 Indenture. The Series 2019 Bonds are issued under and secured by a Master Trust Indenture dated as of [	1, 2019) (the "Master Indenture"),  as supplemented by a First Supplemental Trust Tndenture dated as  of �-- 1, 2019) (the "First Supplemental Trust Indenture" and together with the Master Indenture, the "Series 2019 Indenture"), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Orlando, Florida.

Reference is hereby made to the Series 2019 Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2019 Bonds issued under the Series 2019 Indenture, the operation and application of the Series 2019 Reserve Account within the Reserve Fund and other Funds and Accounts (each as defined in the Series 2019 Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2019 Bonds, the levy and the evidencing and certifying for collection, of the Series 2019 Special Assessments, the nature and extent of the security for the Series 2019 Bonds, the

B-2

terms and conditions on which the Series 2019 Bonds are issued, the rights, duties and obligations ofthe Issuer and of the Trustee under the Series 2019 Indenture, the conditions under which such Series 2019 Indenture may be amended without the consent of the registered owners of the Series 2019 Bonds, the conditions under which such Series 2019 Indenture may be amended with the consent of the registered owners of a m ajority in aggregate principal amount of the Series 2019 Bonds outstanding, and as to other rights and remedies of the registered owners ofthe Series 2019 Bonds.

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 or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the City, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Series 2019 Indenture, except for Series 2019 Special Assessments to be assessed and levied by the Issuer as set forth in the Series 2019 Indenture.

By the acceptance of this Bond, the owner hereof assents to all the provisions of the Series 2019 Indenture.

This Bond is payable from and secured by Series 2019 Pledged Revenues, as such term is defined in the Series 2019 Indenture, all in the manner provided in the Series 2019 Indenture. The Series 2019 Indenture provides for the levy and the evidencing and certifying, of non-ad valorem assessments in the form of Series 2019 Special Assessments to secure and pay the Series 2019 Bonds.

The Series 2019 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 Series 2019 Bonds shall be made on the dates specified below. Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

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Mandatorv Sinking Fund Redemption

The Series 2019 Bonds maturing on [	1, 20_J are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on [__J 1 in the years and in the mandatory sinking fund redemption amounts set fmih below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount
$

* Maturity.
The Series 2019 Bonds maturing on I 1, 20_J are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on L_J l in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of I00% of their principal amount plus accrued interest to the date of redemption.
Mandatory Sinking Fund
Year	Redemption Amount
$

•

Maturity.

The Series 2019 Bonds maturing on [	1, 20_J are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on [___J 1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

B-5

Mandatory Sinking Fund
Year	Redemption Amount
$

•

Maturity.

The Series 2019 Bonds maturing on [	1, 20_J are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on L_J
1 in the years and in the mandatory sinking fund redemption amounts set forth below at a Redemption Price of 100% of their principal amount plus accrued interest to the date of redemption.

Mandatory Sinking Fund
Year	Redemption Amount
$

Maturity.

Except as otherwise provided in the Series 2019 Indenture, if less than all of the Series 2019 Bonds subject to redemption shall be called for redemption, the particular such Series 2019 Bonds or portions of such Series 2019 Bonds to be redeemed shall be selected by lot by the Registrar as provided in the Series 2019 Indenture.

Notice of each redemption of the Series 2019 Bonds is required to be mailed by the Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of the Series 2019 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. The Issuer may provide that the any optional redemption of Series 2019 Bonds issued under the Series 2019 Indenture may be subject to certain conditions; provided that the notice of such conditional optional redemption must expressly state that such optional redemption is conditional

B-6

and describe the conditions for such redemption. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Series 2019 Indenture, the Series 2019 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019 Bonds or such portions thereof on such date, interest on such Series 2019 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Series 20 I9 Indenture and the Owners thereof shall have no rights in respect of such Series 2019 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Registrar to certain registered securities depositories and information services as set forth in the Series 2019 Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

The Owner of this Bond shall have no right to enforce the provisions of the Series 2019 Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Series 2019 Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Series 2019 Indenture.

In certain events,  on the conditions, in the manner and with  the  effect  set forth in the Series 2019 Indenture, the principal of all the Series 2019 Bonds then Outstanding under the Series 2019 Indenture may become and may be declared due and payable before the stated maturity thereof, with the interest accrued thereon.

Modifications or alterations of the Series 2019 Indenture or of any Series 2019 Indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Series 2019 Indenture.

Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Bond which remain unclaimed for two (2) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shal1 have any rights against the Trustee or Paying Agent to or in respect of such moneys.

If the Issuer deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any the Series 2019 Bonds becoming due at maturity or by call for redemption in the manner set forth in the Series 2019 Indenture, together with the interest accrued to the due date or date of redemption as applicable, the lien of such Series 2019 Bonds as to the Trust Estate with respect to the Series 2019 Bonds shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Series 2019 Indenture.

This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State.

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The Issuer shall keep books for the registration of the Series 2019 Bonds at the designated corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Series 2019 Indent ure, the Series 2019 Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument oftransfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Series 2019 Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Series 2019 Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Series 2019 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 Series 2019 Bonds.

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) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.

It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be perfmmed, precedent to and in the issuance of this Bond exist, have happened and  have  been  performed  in  regular  and  due  form  and  time  as  required  by  the  laws  and Constitution of the State applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Series 2019 Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.

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FOLLOWS]

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IN WITNESS WHEREOF, VillaMar Community Development District has caused this Bond to be signed by the facsimile signature of the Chairperson ofits 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 ofthe date hereof.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:	 		__	 	
Chairperson, Board of Supervisors

(SEAL)

Attest:

By:  	

__	 		 	_

Secretary, Board ofSupervisors

CERTIFICATE OF AUTHENTICATION
This Bond is one of the Series 2019 Bonds delivered pursuant to the within mentioned Series 2019 Indenture.

Date of Authentication:	-----

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By: _ 	_ Authorized Signatory

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STATEMENT OF VALIDATION
This Bond is one of a series of Series 2019 Bonds which were validated by judgment of the Circuit Court of the Tenth Judicial Circuit of Florida, in and for Polk County, Florida, rendered on the _ day of February, 2019.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By: 	__	 	__	_
Chairperson, Board of Supervisors

(SEAL)

Attest:

By:  _________ 	_ Secretary, Board of Supervisors

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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:

IBN COM TEN ENT JT TEN

as tenants in common
as tenants by the entireties
asjoint tenants with rights of survivorship and not as tenants in common

UNIFORM TRANSFER MIN ACT

_		 (Cust)

_Custodian _____
(Minor)

Under Uniform Transfer to Minors Act-----	-----
(State)

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

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ASSIGNMENT AND TRANSFER
FOR  VALUE   RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

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

Please inse11 social security or other identifying number ofAssignee.

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

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EXHIBIT C FORMS OF REQUISITIONS
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT
SPECIAL ASSESSMENT BONDS, SERIES 2019
(Acquisition and Construction)

The undersigned, a Responsible Officer of the VillaMar Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the tenns of the Master Trust Indenture by and betwen the District and U.S. Bank National Association, as trustee (the "Tr ustee"), dated as of r	1, 2019] as supplemented by that certain First Supplemental Trust Indenture dated as of [	1, 201 9] (collectively, the "Series 2019 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Series 2019 Indenture):

Requisition Number:

Identify Acquisition Agreement, if applicable;

Name ofPayee pursuant to Acquisition Agreement:
Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments):

Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund
The undersigned hereby certifies that:

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

each disbursement set forth above is a proper charge against the Series 2019 Acquisition and Construction Account; and

each disbursement set forth above was incurred in connection with the Cost of the Series 2019 Project.

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

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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 copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:	­
Responsible Officer
Date:  		 	

CONSULTING ENGINEER'S APPROVAL FOR
NON-COST OF ISSUANCE OR [NON�OPERATING COSTS REQUESTS ONLY)
The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the Series 2019 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report of the Consulting Engineer, as such report shall have been amended or modified.

Consulting Engineer

Date:  	

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FORMS OF REQUISITIONS
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2019
(Costs oflssuance)

The undersigned, a Responsible Officer of the VillaMar Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture by and between the District and U.S. Bank National Association, as trustee (the "Trustee"), dated as of [	1, 2019], as supplemented by that certain First Supplemental Trust Indenture dated as of [		I, 2019] (collectively, the "Series 2019 Indenture") (all capitalized terms used herein shall have the meaning ascribed to such tem1 in the Series 2019 Indenture):

Requisition Number:

Amount Payable:

Purpose for which paid or incurred: Costs ofIssuance

Fund or Account and subaccount, if any, from which disbursement to be made:

Series 2019 Costs ofIssuance Account ofthe Acquisition and Construction Fund
The undersigned hereby certifies that:

this requisition is for Costs of Issuance payable from the Series 2019 Costs of Tssuance Account that have not previously been paid;

each disbursement set forth above is a proper charge against the Series 2019 Costs of Issuance Account;

each disbursement set forth above was incurred in connection with the issuance of the Series 2019 Bonds; and

each disbursement represents a cost of issuance which has not previously been paid.

The undersigned hereby ftuther certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are copies ofthe invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested.

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VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:
Responsible Officer
Date:  	   	

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EXHIBIT D 
FORM OF INVESTOR LETTER
[Date]

VillaMar Community Development District
c/o Governmental Management Services -Central Florida, LLC 135 W. Central Blvd., Ste. # 320
Orlando, FL 32801
FMSbonds, Inc.
20660 W. Dixie Highway North Miami Beach, FL 33180
U.S. Bank National Association 225 E. Robinson Street, Suite 250 Orlando, Florida 32801
Re:		$['	] VillaMar Community Development District Special Assessment Bonds, Series 201 9
Ladies and Gentlemen:

I

The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual Investor], as the beneficial owner (the "Investor") of $[	of the above-referenced Bonds [state maturing on, bearing interest at the rate of [_]% per annum and CUSIP #] (herein, the "Investor Bonds").

In connection with the purchase of the Investor Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely:

The Investor has authority to purchase the Investor Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection v.rith the purchase ofthe Investor Bonds.

The Investor is an "accredited investor" as described in Rule 501 under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor:
0 a bank, insurance company, registered investment company, business development company, or small business investment company;
□ an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;

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a charitable organization, corporation, or partnership with assets exceeding
$5 million;
a business in which all the equity owners are "accredited investors;"
a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person except that mortgage indebtedness on the primary residence shall not be included as a liability;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Investor Bonds whose purchase is directed by a sophisticated person.

The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated [	_, 201 9]  of the Issuer and relating to the Bonds (the "Offering Document") and has reviewed the Offering Docwnent and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds.
Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Indenture.

Very truly yours,
[Name], [Type ofEntity] By:
Name: -	 	
Title:
Date:

Or

[Name], an Individual

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EXIDBIT B
FORM OF BOND PURCHASE CONTRACT

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EXHIBIT C
FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

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EXIDBIT D
FORM OF RULE 15c2-12 CERTIFICATE
VillaMar Community Development District
$ 	* Special Assessment Bonds, Series 2019
The undersigned hereby certifies and represents to FMSbonds, Inc. ("Underwriter") that he is the Chairperson of the Board of Supervisors of VillaMar Community Development District (the "District") is authorized to execute and deliver this Certificate, and further certifies on behalf of the District to the Underwriter as follows:

This Certificate is delivered to enable the Underwriter to comply with Rule 15c2- 12 under the Securities Exchange Act of 1934 (the "Rule") in connection with the offering and sale of the above captioned bonds (the "Series 2019 Bonds").

In connection with the offering and sale of the Series 2019 Bonds, there has been prepared  a  Preliminaiy  Limited  Offering  Memorandwn,  dated  the  date  hereof,  setting  forth information concerning the Series 2019 Bonds and the District (the "Preliminary Limited Offering Memorandum").

As used herein, "Permitted Omissions" shall mean the offering price, interest rate, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, the identity of the Underwriter and other terms of the Series 2019 Bonds depending on such matters.

The undersigned hereby deems the Preliminary Limited Offering Memorandum "final11 as of its date, within the meaning of the Rule, except for the Permitted Omissions, and the information therein is accurate and complete except for the Permitted Omissions.

If, at any time prior to the execution of a Bond Purchase Contract, any event occurs as a result of which the Preliminaiy Limited Offering Memorandum might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the District will promptly notify the Underwriter thereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this _ day of
 	, 2019.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Chairperson

Preliminary, subject to change.

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EXHIBIT E
FORM OF CONTINUING DISCLOSURE AGREEMENT

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