VillaMar Community Development District
Meeting Agenda December 5, 2023

VillaMar
Community Development District

219 E. Livingston St., Orlando, Florida 32801 Phone: 407-841-5524 – Fax: 407-839-1526

November 28, 2023

Board of Supervisors VillaMar
Community Development District

Dear Board Members:

A meeting of the Board of Supervisors of the VillaMar Community Development District will be held Tuesday, December 5, 2023 at 11:00 AM at the Holiday Inn—Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, FL 33880.

Zoom Video Join Link: https://us06web.zoom.us/j/88146441262
Call-In Information: 1-646-876-9923
Meeting ID: 881 4644 1262

Following is the advance agenda for the meeting:

Board of Supervisors 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 November 2, 2023 Board of Supervisors Meeting and Landowners’ Meeting
Presentation and Approval of Supplemental Engineer’s Report for Assessment Area Six dated December 5, 2023
Presentation and Approval of Supplemental Assessment Methodology for Assessment Area Six dated December 5, 2023
Consideration of Resolution 2024-03 Delegation Resolution (Series 2023 Assessment Area 6 Bonds)
Consideration of Developer Agreements for Series 2023 Assessment Area 6 Bonds
True-Up Agreement
Collateral Assignment Agreement
Completion Agreement
Acquisition Agreement
Declaration of Consent
Notice of Special Assessments
Consideration of Resolution 2024-04 Setting a Public Hearing on the Adoption of Amended Parking and Towing Policies
Current Parking and Towing Policies

1 Comments will be limited to three (3) minutes
Discussion Regarding Updating Current Parking Policies in Phases 1-5
Discussion Regarding Extending Current Even-Side Towing Policy to All New Phases
Consideration of Engagement Letter from FMS Bonds for Series 2024 Bonds
Consideration of 2024 Data Sharing and Usage Agreement with Polk County Property Appraiser
Appointment of Audit Committee
Staff Reports
Attorney
Engineer
Field Manager’s Report
District Manager’s Report
Approval of Check Register
Balance Sheet & Income Statement
Other Business
Supervisors Requests and Audience Comments
Adjournment

Audit Committee Meeting

Roll Call
Public Comment Period
Audit Services
Approval of Request for Proposals and Selection Criteria
Approval of Notice of Request for Proposals for Audit Services
Public Announcement of Opportunity to Provide Audit Services
Adjournment

MINUTES
MINUTES OF MEETING VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

The Landowners’ meeting of the VillaMar Community Development District was held on Thursday, November 2, 2023 at 11:30 a.m. at the Holiday Inn – Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, Florida.
Present were:

Rennie Heath Eric Lavoie Lauren Schwenk
Brian Walsh by Zoom
Jill Burns Marshall Tindall

The following is a summary of the discussions and actions taken at the November 2, 2023 VillaMar Community Development District’s Landowners’ Meeting.

FIRST ORDER OF BUSINESS	Determination of Number of Voting Units
Represented
Ms. Burns called the meeting to order. She stated that there were proxy forms authorizing Lauren Schwenk to cast votes on behalf of Cunningham Investors who own 200.72 acres in the community which authorizes her to cast 201 votes for that entity. She has also been assigned proxy for VMAR DEV, LLC. which owns 80.37 acres within the community authorizing another 81 votes totaling 282 votes to be cast.

SECOND ORDER OF BUSINESS	Call to Order
Ms. Burns called the meeting to order.

THIRD ORDER OF BUSINESS	Election of Chairman for the Purpose of
Conducting the Landowners’ Meeting
Ms. Burns noted that there were three seats up for election and asked for nominations.
Ms. Schwenk nominated Rennie Heath, Eric Lavoie, and Milton Andrade.
November 2, 2023	VillaMar CDD

FOURTH ORDER OF BUSINESS	Nominations	for	the	Position	of
Supervisor
Ms. Schwenk nominated Mr. Heath as Seat #1, Mr. Lavoie as Seat #2, and Mr. Andrade as Seat #4.

FIFTH ORDER OF BUSINESS	Casting of Ballots
Ms. Schwenk casted 282 votes for Rennie Heath, 282 votes for Eric Lavoie, and 281 votes for Milton Andrade.

SIXTH ORDER OF BUSINESS	Ballot Tabulation
Ms. Burns stated that Mr. Heath and Mr. Lavoie will serve four-year terms with 282 votes each and Mr. Andrade will serve a two-year term with 281 votes.

SEVENTH ORDER OF BUSINESS	Landowner’s Questions and Comments
There being no comments, the next item followed.

EIGHTH ORDER OF BUSINESS	Adjournment
Ms. Burns adjourned the meeting.

Secretary/Assistant Secretary	Chairman/Vice Chairman
MINUTES OF MEETING VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of the VillaMar Community Development District was held on Tuesday, November 2, 2023 at 11:30 a.m. at the Holiday Inn – Winter Haven, 200 Cypress Gardens Blvd., Winter Haven, Florida.

Present and constituting a quorum:

Rennie Heath	Chairman
Brian Walsh by Zoom	Vice Chairman
Lauren Schwenk	Assistant Secretary
Eric Lavoie	Assistant Secretary

Also, present were:

Jill Burns	District Manager, GMS
Meredith Hammock	District Counsel, KVW Law
John Bannon by phone	District Engineer, Wood Engineering
Marshall Tindall	Field Manager, GMS

The following is a summary of the discussions and actions taken at the November 2, 2023 VillaMar Community Development District’s Regular Board of Supervisor’s Meeting.

FIRST ORDER OF BUSINESS	Roll Call
Ms. Burns called the meeting to order. There were three Supervisors present in person constituting a quorum.

SECOND ORDER OF BUSINESS	Public Comment Period
Ms. Burns opened the public comment portion of the meeting. There being none, the next item followed.
November 2, 2023	VillaMar CDD

THIRD ORDER OF BUSINESS	Organizational Matters
Administrative Oaths of Office to Newly Elected Board Members (Seat #1, Seat #2, and Seat #4)
Ms. Burns noted that Mr. Andrade was not in attendance so he will be sworn in at another time. She then continued to swear in Mr. Heath and Mr. Lavoie to the Board of Supervisors and had them sign the documents for notarization.

Consideration of Resolution 2024-01 Canvassing and Certifying the Results of the Landowners’ Election
Ms. Burns noted that the Landowners’ Election was held prior to the start of the of the meeting stating that Rennie Heath received 282 votes, Eric Lavoie received 282 votes, and Milton Andrade received 281 votes. She asked for a motion of approval.

Election of Officers
Ms. Burns asked for the Board to elect officers and asked if they would like to keep the officer the same as they were. Mr. Heath will remain the Chair, Mr. Walsh will act as Vice Chair, and the remaining three officer will act as Assistant Secretaries.

Consideration of Resolution 2024-02 Electing Officers
With the Board’s agreeance, Ms. Burns asked for a motion of approval.

FOURTH ORDER OF BUSINESS	Approval of the Minutes of the September
5, 2023 Board of Supervisors Meeting
Ms. Burns presented the meeting minutes from the September 5, 2023 Board of Supervisors meeting and asked for any corrections, comments, or questions. Hearing none, she asked for a motion of approval.
November 2, 2023	VillaMar CDD

FIFTH ORDER OF BUSINESS	Presentation of Arbitrage Rebate Report
for Series 2019 Project Bonds
Ms. Burns stated that under the internal revenue code, the District has to demonstrate that they do not earn more interest that is paid. Page four of the report shows a negative rebate amount. She then asked for a motion of approval.

SIXTH ORDER OF BUSINESS	Consideration of Proposal for Arbitrage
Rebate Services from AMTEC for Series 2023 Assessment Area Five Project Bonds
Ms. Buns noted that the cost is $450 annually and asked for a motion to approve the proposal.

SEVENTH ORDER OF BUSINESS	Presentation of Fiscal Year 2022 Audit
Report
Ms. Burns presented the Fiscal Year 2022 audit report to the Board which can be found in the agenda package. She did note that the report was received late from the auditor and was not submitted by the June 30th deadline and added that there is no fine that is leveed and there should be no concern moving forward. The report shows a clean audit with no findings and Ms. Burns asked for a motion to accept the report.

November 2, 2023	VillaMar CDD

EIGHTH ORDER OF BUSINESS	Consideration	of	Audit	Services
Engagement Letter for Fiscal Year 2023 Audit from Berger, Toombs, Elam, Gains & Frank
Ms. Burns presented the engagement letter for auditing services for Fiscal Year 2023 from Berger, Toombs, Elam, Gains & Frank totaling $3,580. Ms. Burns noted that the price for a similar District that she manages audit services cost $9,100 from another auditor for comparison purposes. The Board decided to terminate the contract with the auditor. Ms. Burns stated that they will have to have an Audit Committee meeting to solicit proposals for new auditing services.

NINTH ORDER OF BUSINESS	Review	and	Ranking	of	Proposals
Received for Phase 7 RFP for Construction Services and Authorizing Staff to Send Notices of Intent to Award
Ms. Burns passed the proposals out to the Board while the district engineer stated that three proposals were received form Tucker, Kearney, and RIPA with the bid evaluation sheets. He noted that there were some minor adjustments made for comparison purposes. The details of the scoring can be found on exhibit D, and he summarized what the proposals are scored on. The rankings were RIPA with 95.16 points, Kearney with 92.50, and Tucker with 90.77. Based on the evaluation, the recommendation would be to go with RIPA. The Board had no questions on the rankings and Ms. Burns asked for a motion to send a notice of intent to award RIPA with the contract.

November 2, 2023	VillaMar CDD

TENTH ORDER OF BUSINESS	Discussion Regarding Adding Phase 3-5
to the Parking Policies
Ms. Burns lead the Board in a discussion on adding Phases 3-5 to the parking policies and added that the phases are substantially complete with home building. There are parking and towing policies for Phases 1 and 2. Ms. Burns noted the current parking policy for Phase 1 and 2 is for parking allowed on the even side of the road. In other communities they have since moved to custom signage. If they move forward with custom signage, they will have to reevaluate 1 the policies in the first two phases. Staff will look into the cost of changing to the signage method for Phase 1 and 2 and adding 3-5. They will do a quote for 3-5 for signage and a quote for 1 and two and bring it back it a future meeting. District engineer commented that there may be some possibility to insert overflow parking in certain areas and he will look at it.

ELEVENTH ORDER OF BUSINESS	Staff Reports
Attorney
Ms. Hammock had nothing to report to the Board.

Engineer
There being no comments, the next item followed.

Field Manager’s Report
Mr. Tindall presented the field manager’s report to the Board which can be found in the agenda package. Completed items include:
Pool gate repair concerning the panic bar.
Lift inspection and repair was completed by the pool vendor.
Landscaping has been well maintained.
Hedges are being gently trimmed as they are allowed to grow into a taller privacy hedge as approved.
Landscaper cleaned up and added a few stormwater structures to their regular maintenance that were tucked into wetland areas after review with District engineer.
Pond vendor is working to keep algal blooms treated due to low pond levels and lack of rain.
Forecasting Phase 6 areas sometime next year and planning review with contractor.
November 2, 2023	VillaMar CDD

Consideration of Proposal for Pond Maintenance
Mr. Tindall presented the proposal for pond maintenance from Solitude for a total of
$10,272.00 that would be paid at $856.00 per month. The terms and scope can be found in the agenda package and Mr. Tindall added that it is within budget.

Discussion Regarding Cost for Stormwater Clearing
Mr. Tindall summarized the work done following continued issues in the southeast end of Phase 3. The work requited a diver to install plugs in the ponds ends, pump down the lines under the street, and then clean them. Heavy sediment was identified thought that have stemmed from construction runoff. Work to clean the stormwater lines was executed over the course of three days in the first week of October. The CDD has paid for the cleaning out of O&M expenses that totaled $22,114 and there was some discussion as to if they would like to try to go to the builder to cover those costs. The Board agreed that they should peruse the builder as it is from their work. Ms. Hammock will work on that after collaborating with Mr. Tindall for further information.

District Managers Report
Approval of the Check Register
Ms. Burns presented the check register to the Board. She asked for any questions or comments. Hearing no comments, she asked for a motion to approve.

Balance Sheet and Income Statement
Ms. Burns presented the unaudited financials. There was no Board action for this item.

TELFTH ORDER OF BUSINESS	Other Business
There being no comments, the next item followed.
November 2, 2023	VillaMar CDD

THIRTEENTH ORDER OF BUSINESS	Supervisors	Requests	and	Audience
Comments
There being no comments, the next item followed.

NINTH ORDER OF BUSINESS	Adjournment
Ms. Burns asked for a motion to adjourn.

Secretary/Assistant Secretary	Chairman/Vice Chairman

Section IV

VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

SUPPLEMENTAL ENGINEER’S REPORT FOR ASSESSMENT AREA SIX

PREPARED FOR: BOARD OF SUPERVISORS VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

PREPARED BY:

1925 Bartow Road • Lakeland, FL 33801 • 863-940-2040

December 5, 2023
VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

TABLE OFCONTENTS

PURPOSE	1
PERMITTING CHART	1
EXHIBIT 8 – SUMMARY OF PROBABLE COST	1
EXHIBIT 10 – MASTER SITE PLAN	1

LIST OF TABLES & EXHIBITS

EXHIBIT 8–SUMMARY OF PROBABLE COST EXHIBIT 10 – MASTER SITE PLAN
VILLAMAR CDD SUPPLEMENTAL ENGINEER'S REPORT

PURPOSE

The purpose of this report is to supplement the Amended and Restated Engineer’s Report for Capital Improvements, dated December 15, 2022, as previously amended by the Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023, to reflect changes in Villamar Assessment Area 6 (Development Phase 7). The lot count in Assessment Area 6 has been increased from 391 lots to 393 lots. The Villamar CDD is expected to consist of 2002 lots. Included in this Supplemental Engineer’s Report are amendments to the permitting chart, Exhibit 8 (Summary of Probable Cost), and Exhibit 10 (Master Site Plan).

PERMITTING CHART
The dates in the permitting chart have been updated to reflect a more current timeline.

District Phase 7A & 7B - Assessment Area 6 Development Phase 7 – 393 lots

Permits / Approvals	Approval / Expected Date	
Zoning Approval (City of Winter Haven)	Approved	
Preliminary Plat (City of Winter Haven)	Not Required	
SWFWMD ERP	Approved	
Construction Permits (City of Winter Haven)	December 2023	
FDEP Water	December 2023	
FDEP Sewer	December 2023	
FDEP NOI	December 2023	

EXHIBIT 8 (SUMMARY OF PROBABLE COST)
The cost projections for Assessment Area 6 were adjusted to reflect current construction costs and increased lot count from 391 to 393 lots.
EXHIBIT 10 (MASTER SITE PLAN)
The overall layout was revised to show the construction of the Development with the new lot count.

1
Composite Exhibit 8
Villamar Community Development District Summary of Probable Cost

Assessment Area	1	2	3	4	5	6	7				
Development Phase	1 & 2	3	4	5	6	6D	7	8			
Number of Lots(10)	334	281	140	200	443	393	211	2002			

District Phase	Phase 1 
2019‐2020	Phase 2
2020‐2022	Phase 3
2021‐2023	Phase 4
2022‐2024	Phase 5	Phase 6	Phase 7A	Phase 7B	Phase 8
2024‐2025	
Total	
					2023‐2024 	2023‐2024					
Infrastructure (1)(9)(11)											
Offsite Improvements (5)(6)	$	340,000.00	$	310,000.00	$	455,000.00	$	1,050,000.00	$	1,653,000.00	$	275,000.00	$	380,000.00	$	4,463,000.00			
Stormwater Management (2)(3)(5)(6)	$	4,170,000.00	$	3,767,500.00	$	925,000.00	$	1,300,000.00	$	4,426,912.15	$	3,867,482.55	$	2,108,529.26	$	20,565,423.96			
Utilities (Water, Sewer, Reclaimed & Street Lighting) (5)(6)(8)	
$	2,000,000.00	
$	1,866,000.00	
$	1,190,000.00	
$	1,700,000.00	
$	5,712,890.75	
$	4,982,289.62	
$	2,721,038.26	
$	20,172,218.62			
Roadways (4)(5)(6)	$	1,500,000.00	$	1,204,000.00	$	625,000.00	$	890,000.00	$	2,125,434.75	$	2,609,273.82	$	1,012,340.25	$	9,966,048.81			
Entry Feature, Signage, Landscape &
Irrigation(6)(7)	$	105,000.00	$	95,000.00	$	50,000.00	$	90,000.00	$	650,000.00	$	520,000.00	$	540,000.00	$	2,050,000.00			
Parks and Recreation Facilities (1)(6)	$	420,000.00	$	380,000.00	$	190,000.00	$	280,000.00	$	150,000.00	$	1,385,000.00	$	200,000.00	$	3,005,000.00			
Contingency	$	420,000.00	$	360,000.00	$	340,000.00	$	539,000.00	$	1,471,823.76	$	1,363,904.60	$	696,190.78	$	5,190,919.14			
TOTAL	$	8,955,000.00	$	7,982,500.00	$	3,775,000.00	$	5,849,000.00	$	16,190,061.41	$	15,002,950.58	$	7,658,098.55	$	65,412,610.53			

Notes:
	Infrastructure consists of offsite improvements, public roadway improvements, stormwater management facilities, master sanitary sewer lift station and utilities, entry feature, landscaping and signage, and parks and recreational facilities.
Excludes grading of each lot both for initial pad construction, lot finishing in conjunction with home construction, which will be provided by the home builder
Includes stormwater pond excavation and mass grading of the site. Costs do not include transportation to or placement of fill on private property
Includes sub‐grade, base, asphalt paving, curbing, sidewalks and civil/site engineering of public roads.
Includes subdivision infrastructure and civil/site engineering.
Estimates are based on 2023 costs.
Includes entry features, signage, hardscape, landscape, irrigation and fencing.
The CDD presently intends to purchase, install, and maintain the street lighting along the internal roadways within the CDD or enter into a Lighting Agreement with Tampa Electric for operation
and maintenance of the street light poles and lighting service to the District. Only the incremental costs of undergrounding of wire in public right‐of‐way and on District land will be funded with bond procee
Estimates based on Master Infrastructure to support development of 2002 lots.
Lot Summary Table provided on Exhibit 10 – Master Site Plan.
The District will pay the lesser of the actual cost of the improvements or fair market value.
EXHIBIT 10 VILLAMAR CDD MASTER SITE PLAN

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LOT SUMMARY - CDD PHASES 1 - 7

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PHASE 1	(50' x 110') =	322

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 
 




             


*(PH 1 & 2)
(70' x 200') =	12	(LAKEFRONT)
Total	334
  
                  
   
     
	










              

              



PHASE 2	(50' X 110') =	97
*(PH 3)	(40' x 115') =	184
Total	281



                    	         



	
PHASE 3	(50' x 110') =	93
                                                                                                                                                                                          	

*(PH 4)	(40' x 110') =	21
        
   
(50' x 120') =	26
Total	140
PHASE 4	(50' x 110') =	62
*(PH 5)	(40' x 110') =	138
Total	200

(FM)  (FM)  (FM)  (FM)

(FM)

(FM)

PHASE 5	(50' x 110') =	199 * 5 Corner Lots
*(PH 6)	(40' x 110') =	197
Total	396
*(PH 6D)	(50' x 110') =	16
(40' x 110') =	31
Total	47
* 5 Corner Lots

>  >  >  >

PHASE 6	(50' x 110') =	43 * 17 Corner Lots
*(PH 7)	(40' x 110') =	350
Total	393
100+00.00
101+00
102+00
103+00	104+00
106+00	107+00
108+00	109+00  109+S0.00  110+00
110+00
111+64.29
PHASE 7	(50' x 110') =	149
RW	RW  RW  RW  RW

RW  RW  RW  RW  RW  RW
RW  RW	RW  RW  RW  RW
*(PH 8)	(40' x 110') =	62
>	>  >  >  >  >  >  >  >
Total	211
RW  RW  RW  RW
RW  RW
RW  RW  RW  RW	RW
202+34.2S  203+00
204+00
206+00	207+00	208+00
210+00
210+S4.2S

11S+86.S7
116+00

RW  RW  RW

117+00	118+00  118+49.90

RW

RW	PHASE 1- 7 TOTAL LOTS = 2,002
30'
(FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)

(FM)

(FM)

(FM)
>
(FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)

(FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)

(FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)
30'
30'
(FM)  (FM)  (FM)  (FM)  (FM)  (FM)  (FM)
(FM)
>  > RW >  > RW  RW
RW
> RW
>  > RW > RW >  RW

11S+31.02

116+00	117+00

117+62.17 118+00

118+63.21
 
>   RW>  > RW  RW  RW
RW  RW  RW  RW  RW  RW

107+00

108+00

109+00	110+00	111+00

112+00

113+00 113+31.21
11S+48.29
119+00	120+00
121+00

122+00	123+00

123+S8.38 124+00

124+S8.S8

100+21.32
101+00

>  >  >
102+00 102+40.98
103+00	104+00	10S+00	106+00

>  >  >  >  >  >

>
>  >  >  >	>
* DEVELOPMENT PHASE

(W) (W) (W) (W) (W)

(W) (W) (W) (W) (W) (W) (W) (W) (W)  (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W)  (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W) (W)

TOTAL LOTS
RW  RW  RW  RW  RW
RW  RW  RW  RW  RW  RW

40' LOTS =	983
50' LOTS =	1,007
70' LOTS =	12
(FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)
(W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W)W (W)(W)W (W)(W) (W)(W)W (W)(W)W ((W)(W)W (W)(W)W (W)(W)W (W(W)(W) ((W)(W)W) (W)(W)W (W(W)(W) ((W)(W)W) (W)(W)(W)
(W)(W)W (W)(W)W) (W)(W)) (W)(W)) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W)
(W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W) (W)(W)
PHASE LINE

(FM)(FM)

(FM)(FM)  (FM)(FM)  (FM)(FM) (FM)(FM)

(FM)(FM)  (FM)(FM)

(FM)(FM)  (FM)(FM)  (FM)(FM) (FM)(FM)

(FM)(FM)

(FM)(FM)  (FM)(FM)  (FM)(FM) (FM)(FM)

(FM)(FM)  (FM)(FM)  (FM)(FM) (FM)(FM)

(FM)(FM)

(FM)(FM) (FM)(FM) (FM)(FM)

(FM)(FM) (FM)(FM)  (FM)(FM) (FM)(FM)

(FM)(FM)  (FM)(FM)  (FM)(FM)  (FM)(FM)

REV. 10-18-23

Section V

SUPPLEMENTAL ASSESSMENT METHODOLOGY FOR ASSESSMENT AREA SIX

FOR VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT

Date: December 5, 2023

Prepared by

Governmental Management Services – Central Florida, LLC 219 E. Livingston Street
Orlando, FL 32801
Table of Contents

Introduction	3
Purpose	3
Background	3
Special Benefits and General Benefits	4
Requirements of a Valid Assessment Methodology	5
Special Benefits Exceed the Costs Allocated	5
Assessment Methodology	6
Overview	6
Allocation of Debt	6
Allocation of Benefit	7
Lienability Test: Special and Peculiar Benefit to the Property	7
Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments	8
True-Up Mechanism	9
Assessment Roll	9
Appendix	10
Table 1: Development Program	10
Table 2: Infrastructure Cost Estimates	11
Table 3: Bond Sizing	12
Table 4: Allocation of Benefit	13
Table 5: Allocation of Benefit/Total Par Debt to Each Product Type	14
Table 6: Par Debt and Annual Assessments	15
Table 7: Preliminary Assessment Roll	16
GMS-CF, LLC does not represent the Villamar Community Development District as a Municipal Advisor or Securities Broker nor is GMS-CF, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, GMS-CF, LLC does not provide the Villamar Community Development District with financial advisory services or offer investment advice in any form.
Introduction

The Villamar Community Development District is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes (the “District”), as amended. The District intends to issue, its $8,090,000 of tax exempt bonds (the “Assessment Area Six Bonds” or “Bonds”) for the purpose of financing certain infrastructure improvements (the “Assessment Area Six Project”) within the District described in the Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023, prepared by Wood & Associates Engineering, LLC as may be amended and supplemented from time to time (the “Engineer’s Report”). The construction and/or acquisition of the Assessment Area Six Project will provide special benefit to the property owners within Assessment Area Six within the District.

Purpose

This Supplemental Assessment Methodology Report for Assessment Area Six supplements the Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8) dated January 3, 2023 (together the “Assessment Report”) and provides for an assessment methodology for allocating the Assessment Area Six Bonds incurred by the District to benefiting properties within Assessment Area Six within the District. This Assessment Report allocates the Assessment Area Six Bonds to properties within Assessment Area Six based on the special benefits each receives from the District’s capital improvement plan (“CIP”). This Assessment Report is designed to conform to the requirements of Chapters 190 and 170, Florida Statutes with respect to special assessments and is consistent with our understanding of case law on this subject.

The District has imposed non ad valorem special assessments on the benefited lands within Assessment Area Six within the District based on this Assessment Report. It is anticipated that all of the proposed special assessments will be collected through the Uniform Method of Collection described in Chapter 197.3632, Florida Statutes or any other legal means of collection available to the District. It is not the intent of this Assessment Report to address any other assessments, if applicable, that may be levied by the District, a homeowner’s association, or any other unit of government.

Background

The District consists of approximately 583.79 acres in Polk County, Florida. Assessment Area Six, a designated area within the District, is currently planned to benefit 393 residential units. The proposed Assessment Area Six is depicted in
Table 1. It is recognized that such land use plan may change, and this Assessment Report will be modified accordingly.

The public improvements contemplated by the District in the CIP that will be funded with the net proceeds of the Assessment Area Six Bonds will provide facilities that benefit the assessable property within the District. The CIP is delineated in the Engineer’s Report. Specifically, the District may construct and/or acquire certain offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, signage, landscape & irrigation, parks and recreation facilities, and contingencies. Only a portion of the CIP constituting the Assessment Area Six Project will be funded with the proceeds of the Assessment Area Six Bonds. The acquisition and construction costs are summarized in Table 2.

The assessment methodology is a four-step process.

The District Engineer must first determine the public infrastructure improvements and services that may be provided by the District and the estimated costs to implement the CIP.
The District Engineer determines the assessable acres that benefit from the District’s CIP.
A calculation is made to determine the funding amounts necessary to acquire and/or construct CIP.
This amount is initially divided equally among the benefited properties on a prorated gross acreage basis. Ultimately, as land is platted, this amount will be assigned to each of the benefited properties based on the number and type of platted units.

Special Benefits and General Benefits

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

However, as discussed within this Assessment Report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits, which accrue to the assessable property within the District. The implementation of the CIP enables properties within its boundaries to be developed. Without the District’s CIP, there would be no infrastructure to support development of land within the District and development of the property within the District would be prohibited by law.
There is no doubt that the general public and property owners outside of the District will benefit from the provision of the District’s CIP. However, these benefits will be incidental to the District’s portion of the CIP financed with a portion of the Assessment Area Six Bonds, which is designed solely to meet the needs of property within Assessment Area Six within the District. Properties outside the District boundaries and outside of Assessment Area Six within the District do not depend upon the District’s CIP. The property owners within Assessment Area Six within the District are therefore receiving special benefits not received by those outside the District’s boundaries and outside of Assessment Area Six within the District.

Requirements of a Valid Assessment Methodology

There are two requirements under Florida law for a valid special assessment:

The properties must receive a special benefit from the improvements being paid for.
The assessments must be fairly and reasonably allocated to the properties being assessed.

Florida law provides for a wide application of benefit that meet these two characteristics of special assessments.

Special Benefits Exceed the Costs Allocated

The special benefits provided to the property owners within Assessment Area Six within the District are greater than the costs associated with providing these benefits. The District Engineer estimates that the portion of District’s CIP that is necessary to support full development of Assessment Area Six will cost approximately $15,002,951. The District’s Underwriter has determined that financing costs required to fund a portion of the infrastructure improvements for the Assessment Area Six Project, the cost of issuance of the Bonds, funding capitalized interest, and the funding of the debt service reserve account are
$8,090,000. Additionally, funding required to complete the CIP not funded with the proceeds of the Assessment Area Six Bonds is anticipated to be funded by VMAR DEV LLC (the “Developer”). Without the CIP, the property within District would not be able to be developed and occupied by future residents of the community.
2.0	Assessment Methodology

Overview

The District intends to issue, its $8,090,000 in Assessment Area Six Bonds to fund a portion of the District’s CIP representing the Assessment Area Six Project, provide for a debt service reserve account, fund capitalized interest, and cost of issuance. It is the purpose of this Assessment Report to allocate the $8,090,000 in debt to the properties benefiting from the CIP.

Table 1 identifies the proposed land uses as identified by the Developer of the land the within District. The District has relied on the Engineer’s Report for the CIP needed to support the development; these estimated construction costs are outlined in Table 2. The improvements needed to support Assessment Area Six are described in detail in the Engineer’s Report and are estimated to cost
$15,002,951. Based on the estimated costs, the size of the bond issue under current market conditions needed to generate funds to pay for a portion of the CIP representing the Assessment Area Six Project and related costs was determined by the District’s Underwriter to total $8,090,000. Table 3 shows the breakdown of the bond sizing for the Assessment Area Six.

Allocation of Debt

Allocation of debt is a continuous process until the development plan is completed. The portion of the CIP funded by the Assessment Area Six Bonds benefits all developable acres within the District.

The initial assessments will be levied on an equal basis to all acres within Assessment Area Six within the District. A fair and reasonable methodology allocates the debt represented by the Assessment Area Six Bonds incurred by the District proportionately to the properties receiving the special benefits. At this point all of the lands within Assessment Area Six within the District are benefiting from the improvements.

Once platting or the recording of declaration of condominium, (“Assigned Properties”) has begun, the assessments will be levied to the Assigned Properties based on the benefits they receive. The Unassigned Properties, defined as property that has not been platted, assigned development rights or subjected to a declaration of condominium, will continue to be assessed on a per acre basis (“Unassigned Properties”). Eventually the development plan will be completed and the debt relating to the Assessment Area Six Bonds will be allocated to the planned 393 residential units within Assessment Area Six within the District,
which are the beneficiaries of the CIP. The Assessment Area Six Project will fund a portion of the improvements outlined in the CIP anticipated to benefit the 393 lots within the development, as depicted in Table 5 and Table 6. If there are changes to the Development Plan, a true up of the assessments will be calculated to determine if a debt reduction or true-up payment from the Developer is required. The process is outlined in Section 3.0

In order for debt service assessment levels to be consistent with market conditions, developer contributions are recognized. This is reflected on Table 5. Based on the product type and number of units anticipated to absorb the Series 2023 Bond principal, the preliminary estimate is that the CDD will recognize a developer contribution equal to approximately $605,000, in eligible infrastructure.

In the event parcels are sold to third parties prior to platting, Assessment Area Six Special Assessments will be assigned to such parcels in accordance with their respective entitlements. The assignment of debt in this Assessment Report sets forth the process by which debt is apportioned. As mentioned herein, this Assessment Report may be supplemented from time to time.

Allocation of Benefit

The CIP consists of offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, signage, landscape & irrigation, parks and recreation facilities, and contingencies. There is one residential product type within Assessment Area Six. The Single-Family lot has been set as the base unit and has been assigned one equivalent residential unit (“ERU”) per lot. The CIP for the District is reflected in Table 2. There may be other improvements constructed, but not funded by the Assessment Area Six Bonds. Table 4 shows the allocation of benefit to the particular land uses. It is important to note that the benefit derived from the CIP on the particular units exceeds the cost that the units will be paying for such benefits.

Lienability Test: Special and Peculiar Benefit to the Property

Construction and/or acquisition by the District of the proposed Assessment Area Six Project will provide several types of systems, facilities and services for its residents. These include offsite improvements, stormwater management facilities, utility facilities, roadways, entry feature, signage, landscape & irrigation, parks and recreation facilities, and contingencies. These improvements accrue in differing amounts and are somewhat dependent on the type of land use receiving the special benefits peculiar to those properties, which flow from the logical relationship of the improvements to the properties.
For the provision of the Assessment Area Six Project relating to the Development, the special and peculiar benefits are:

the added use of the property,
added enjoyment of the property, and
the probability of increased marketability and value of the property.

These special and peculiar benefits are real and ascertainable but are not yet capable of being calculated as to value with mathematical certainty. However, each is more valuable than either the cost of, or the actual non-ad valorem special assessment levied for the improvement or the debt as allocated.

Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments

A reasonable estimate of the proportion of special and peculiar benefits received from the public improvements described in the Engineer’s Report relating to the Development is delineated in Table 5 (expressed as Allocation of Par Debt per Product
Type). In lieu of having the District issue a greater amount of bonds, and in order to reduce assessment levels by product type, the Developer will be making a contribution of infrastructure in the approximate amount of $605,000, as delineated in Table 5.

The determination has been made that the duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property derived from the acquisition and/or construction of the District’s Assessment Area Six Project relating to the Development have been apportioned to the property according to reasonable estimates of the special and peculiar benefits provided consistent with the land use categories.

Accordingly, no acre or parcel of property within Assessment Area Six within the District will have a lien for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property and therefore, the debt allocation will not be increased more than the debt allocation set forth in this Assessment Report.

In accordance with the benefit allocation for the product types in Table 4, a total debt per unit and an annual assessment per unit have been calculated for each product type (Table 6). These amounts represent the per unit debt allocation assuming all anticipated units are platted, built and sold as planned, and the
Assessment Area Six Project are developed or acquired and financed by the District.

True Up Mechanism

Although the District does not process plats, declaration of condominiums, site plans or revisions thereto for the Developer, it does have an important role to play during the course of platting and site planning. Whenever a plat, declaration of condominium or site plan is processed, the District must allocate a portion of its debt to the property according to this Assessment Report outlined herein. In addition, the District must also prevent any buildup of debt on Unassigned Property. Unassigned Property means property within Assessment Area Six within the District where no platting or declaration of condominium has been recorded. Otherwise, the land could be fully conveyed and/or platted without all of the debt being allocated. To preclude this, at the time Unassigned Properties become Assigned Properties, the District will determine the amount of anticipated assessment revenue that remains on the Unassigned Properties, taking into account the proposed plat, or site plan approval. If the total anticipated assessment revenue to be generated from the Assigned and Unassigned Properties is greater than or equal to the maximum annual debt service, then no debt reduction or true-up payment is required. In the case that the revenue generated is less than the required amount then a debt reduction or true-up payment by the landowner in the amount necessary to reduce the par amount of the outstanding Bonds plus accrued interest to a level that will be supported by the new net annual debt service assessments will be required.

Assessment Roll

The District will initially distribute the liens across the property within Assessment Area Six within the District boundaries on a gross acreage basis. As Assigned Property becomes known with certainty, the District will refine its allocation of debt from a per acre basis to a per unit basis as shown in Table 6. If the land use plan changes, then the District will update Table 6 to reflect the changes. As a result, the assessment liens are neither fixed nor are they determinable with certainty on any acre of land within Assessment Area Six prior to the time all Assigned Properties become known. At this time the debt associated with the District’s CIP generally, and the Assessment Area Six Project specifically, will be distributed evenly across all the acres within Assessment Area Six. As the development process occurs, the debt will be distributed against the Assigned Property in the manner described in this Assessment Report. The preliminary assessment roll is depicted in Table 7.

Land Use*	Total	ERUs per Unit (1)	Total ERUs	

Single Family - Meritage	
150	
1.00	
150.00	
Single Family	243	1.00	243.00	
Total Units	393		393.00	

(1) Benefit is allocated on an ERU basis with the Single Family Lot set as the base unit assigned 1 ERU

* Unit mix is subject to change based on marketing and other factors

Prepared by: Governmental Management Services - Central Florida, LLC

Capital Improvement Plan ("CIP") (1)	AA6 Project Cost Estimate	

Offsite Improvements	
$	275,000	
Stormwater Management	$	3,867,483	
Utilities (Water, Sewer, Reclaim & Street Lighting)	$	4,982,290	
Roadway	$	2,609,274	
Entry Feature, Signage, Landscape & Irrigation	$	520,000	
Parks and Recreational Facilities	$	1,385,000	
Contingencies	$	1,363,905	
	$	15,002,951	

(1) A detailed description of these improvements is provided in the Supplemental Engineer's Report for Assessment Area Six dated December 5, 2023.

Prepared by: Governmental Management Services - Central Florida, LLC

Bond Sizing				
Description		Total		
Construction Funds	$		6,661,260	
Debt Service Reserve	$		603,450	
Capitalized Interest	$		463,490	
Underwriters Discount	$		161,800	
Cost of Issuance	$		200,000	
Par Amount	$		8,090,000	

Bond Assumptions:				
Average Coupon
Amortization			6.25%
30 years	
Capitalized Interest	Thru 11/1/24
Debt Service Reserve	100% of Max Annual Debt Service
Underwriters Discount	2%				

Prepared by: Governmental Management Services - Central Florida, LLC

Land Use	No. of Units *	ERU Factor Total ERUs
% of Total ERUs
Total Improvements Costs Per Product Type
Improvement Costs Per Unit

Single Family - Meritage	150	1.00	150.00	38.17%	$
5,726,317	$
38,175
Single Family		243	1.00	243.00	61.83%	$	9,276,634  $
	393			393.00	100.00%	$	15,002,951 
38,175

* Unit mix is subject to change based on marketing and other factors

Prepared by: Governmental Management Services - Central Florida, LLC

Land Use	

No. of Units *	Total Improvements Costs Per Product
Type	Potential Allocation of Par Debt Per
Product Type	
Developer Contributions**	Allocation of Par Debt Per Product
Type	

Par Per Unit	

Single Family - Meritage	
150	
$	5,726,317	
$	3,318,702	
($603,937)	
$	2,714,765	$	
18,098	
Single Family	243	$	9,276,634	$	5,376,298	($1,063)	$	5,375,235	$	22,120	
	393	$	15,002,951	$	8,695,000	($605,000)	$	8,090,000		

* Unit mix is subject to change based on marketing and other factors

** In order for debt service assessment levels to be consistent with market conditions, developer contributions are recognized. Based on the product type and number of units anticipated to absorb the Bond Principal, it is estimated that the CDD will recognize a developer contribution equal to $605,000 in eligible infrastructure.

Prepared by: Governmental Management Services - Central Florida, LLC

Land Use	

No. of Units *	
Allocation of Par Debt Per Product Type	

Total Par Debt Per Unit	
Maximum Annual Debt Service	Net Annual Debt Assessment Per Unit	Gross Annual Debt Assessment Per Unit (1)	

Single Family - Meritage	
150	
$	2,714,765	
$	18,098	
$	202,500	
$ 1,350.00	
$	1,451.61	
Single Family	243	$	5,375,235	$	22,120	$	400,950	$ 1,650.00	$	1,774.19	
	393	$	8,090,000		$	603,450			

(1) This amount includes estimated collection fees and early payment discounts when collected on the Polk County Tax Bill

* Unit mix is subject to change based on marketing and other factors

Prepared by: Governmental Management Services - Central Florida, LLC

Owner	Property ID #'s	Acres
Total Par Debt Allocation Per Acre

Total Par Debt Allocated
Net Annual Debt Assessment Allocation
Gross Annual Debt Assessment Allocation (1)

Cunningham Investors LLC	Assessment Area Six*	108.06	$	74,866	$	8,090,000	$	603,450 $	648,871
Totals	108.06
*See attached legal description
$	8,090,000	$
603,450	$
648,871

(1) This amount includes estimated collection fees and early payment discounts when collected on the Polk County Tax Bill Prepared by: Governmental Management Services - Central Florida, LLC
VILLAMAR CDD ASSESSMENT AREA 6
DEVELOPMENT PHASE VILLAMAR PHASE 7 LEGAL DESCRIPTION

THAT PART OF SECTIONS 14 AND 15, TOWNSHIP 29 SOUTH, RANGE 26 EAST, POLK COUNTY, FLORIDA, BEING DESCRIBED AS:
COMMENCE AT A 1” IRON PIPE WITH NO IDENTIFICATION, STANDING AT THE NORTHWEST CORNER OF SAID SECTION 14, AND RUN THENCE ALONG THE WEST LINE THEREOF, S-00°22’39”-E, 1802.91 FEET TO THE POINT OF BEGINNING; THENCE N-89°33’17”-E, 1524.93 FEET TO A POINT ON THE NORTHERLY RIGHT- OF-WAY LINE OF THOMPSON NURSERY ROAD, ACCORDING TO THE OFFICIAL RECORDS BOOK 12411, PAGES 797 THROUGH 809 (INCLUSIVE), PUBLIC RECORDS OF POLK COUNTY, FLORIDA; THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE THE FOLLOWING SIXTEEN (16) COURSES: 1) S-29°34’54”-W, 1749.01 FEET; THENCE 2) S-50°55’19”-W, 104.32 FEET; THENCE 3) ALONG A NON-RADIAL LINE, S-28°12’04”-E, 180.36 FEET TO A POINT ON A CURVE CONCAVE NORTHWESTERLY; THENCE 4) SOUTHWESTERLY ALONG SAID CURVE HAVING A RADIUS OF 2023.00 FEET, A CENTRAL ANGLE/DELTA OF 17°57’43”, A CHORD BEARING OF S-71°44’25”-W, A CHORD DISTANCE OF 631.60 FEET, FOR AN ARC LENGTH OF 634.20 FEET; THENCE 5) S-80°43’11”-W, 860.07 FEET TO A POINT OF CURVE CONCAVE SOUTHEASTERLY; THENCE 6) SOUTHWESTERLY ALONG SAID CURVE HAVING A RADIUS OF 2143.00 FEET, A CENTRAL ANGLE/DELTA OF 21°39’54”, A CHORD BEARING OF S-69°53’14”-W, A CHORD DISTANCE OF 805.50 FEET, FOR AN ARC LENGTH OF 810.32 FEET; THENCE 7) S-59°03’17”-W, 265.86 FEET; THENCE 8) N-30°56’43”-W, 15.00 FEET;
THENCE 9) S-61°55’40”-W, 99.38 FEET; THENCE 10) S-62°11’47”-W, 201.05 FEET; THENCE 11) S-63°37’43”-
W, 100.32 FEET; THENCE 12) S-66°27’41”-W, 201.68 FEET; THENCE 13) S-64°45’55”-W, 100.50 FEET;
THENCE 14) S-63°03’32”-W, 100.24 FEET; THENCE 15) S-62°29’18”-W, 100.18 FEET; THENCE 16) S- 61°20’43”-W, 88.34 FEET; THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY LINE, N-00°41’26”-W,
752.30 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST ¼ OF THE SOUTHEAST ¼ OF SAID SECTION
15; THENCE S-89°30’27”-E, 1266.00 FEET; THENCE N-00°26’46”-E, 535.71 FEET; THENCE S-89°58’17”-W,
5.10 FEET; THENCE N-00°10’40”-W, 1194.42 FEET; THENCE S-89°30’27”-E, 1412.77 FEET; THENCE N-
00°22’39”-W, 454.56 FEET TO THE POINT OF BEGINNING. CONTAINING: 108.06 ACRES MORE OR LESS.

Section VI
RESOLUTION 2024-03

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 2024 (ASSESSMENT AREA SIX PROJECT) (THE "ASSESSMENT AREA SIX BONDS"); DETERMINING CERTAIN DETAILS OF THE ASSESSMENT AREA SIX BONDS AND ESTABLISHING CERTAIN PARAMETERS FOR THE SALE THEREOF; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SIXTH SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE ASSESSMENT AREA SIX BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT AND AWARDING THE ASSESSMENT AREA SIX BONDS TO THE UNDERWRITER NAMED THEREIN; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE ASSESSMENT AREA SIX BONDS; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT; PROVIDING FOR THE APPLICATION OF THE ASSESSMENT AREA SIX BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE ASSESSMENT AREA SIX BONDS; MAKING CERTAIN DECLARATIONS; PROVIDING FOR SEVERABILITY AND 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. O-18-70 enacted by the City Commission of the City of Winter Haven, Florida (the "City Commission") on November 26, 2018, as amended by Ordinance No. O-20-40 enacted by the City Commission on October 26, 2020, expanding the boundaries of the District by approximately 45.91 acres, and as further amended by Ordinance No. O-21-32 enacted by the City Commission on April 12, 2021, further expanding the boundaries of the District by approximately 236.07 acres, as amended again by Ordinance No. O-22-68 enacted by the City Commission on November 28, 2022, further expanding the boundaries of the District by approximately 148.16 acres; and

WHEREAS, the premises to be governed by the District are described more fully in Exhibit A to the Master Indenture (as herein defined), and originally consisted of approximately
153.65 gross acres of land located entirely within the incorporated area of the City of Winter
Haven, Florida (the "City") and subsequently was expanded to comprise a total of approximately
583.79 acres located entirely within the City (the "District Lands") to include a total of approximately 2,002 single-family homes and recreation and amenity areas; and
WHEREAS, the District has been created for the purpose of delivering certain community development services and facilities within its jurisdiction, and the District has decided to undertake, in one or more stages, the planning, financing, acquisition, construction, reconstruction, equipping and installation of a stormwater management system, water and wastewater facilities, roadways (on and off site), landscape and irrigation improvements and recreational facilities pursuant to the Act for the special benefit of the District Lands (the "Project"); and
WHEREAS, the Board of Supervisors of VillaMar Community Development District (the "Board") duly adopted (i) 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, (ii) Resolution No. 2021-08 on March 2, 2021, authorizing the increase of such authorization by $27,750,000 to a total amount of not to exceed
$50,000,000 and (iii) Resolution No. 2023-02 on January 11, 2023, authorizing the increase of such authorization by $27,615,000 to a total amount of not to exceed $77,615,000, to finance all or a portion of the planning, design, acquisition and construction costs of the Project pursuant to the Act; and

WHEREAS, pursuant to the Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of June 1, 2019 (the "First Supplemental Indenture"), each between the District and U.S. Bank National Association, as succeeded by U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), the District issued $7,180,000 aggregate principal amount of VillaMar Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2019, the proceeds of which were used to provide funds for the payment of costs of the Series 2019 Project (as defined in the First Supplemental Indenture); and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Second Supplemental Trust Indenture dated as of November 1, 2020 (the "Second Supplemental Indenture"), between the District and the Trustee, the District issued $6,500,000 aggregate principal amount of VillaMar Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2020, the proceeds of which were used to provide funds for the payment of costs of the Series 2020 Project (as defined in the Second Supplemental Indenture); and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Third Supplemental Trust Indenture dated as of March 1, 2022 (the "Third Supplemental Indenture"), between the Issuer and Trustee, the Issuer issued $3,040,000 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2022 (Phase 3 Project) (the "Phase 3 Bonds"), the proceeds of which were used to provide funds for the payment of costs of the Phase 3 Project (as defined in the Third Supplemental Indenture); and
WHEREAS, simultaneously with the Phase 3 Bonds, the Issuer issued $4,295,000 aggregate principal amount of VillaMar Community Development District Special Assessment
Bonds, Series 2022 (Phase 4 Project), pursuant to the Master Indenture, as supplemented by that certain Fourth Supplemental Trust Indenture dated as of March 1, 2022 (the "Fourth Supplemental Indenture"), by and between the Issuer and the Trustee the proceeds of which were used to provide funds for the primary purpose of funding a portion of the costs of the Phase 4 Project (as defined in the Fourth Supplemental Indenture); and; and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Fifth Supplemental Trust Indenture dated as of June 1, 2023 (the "Fifth Supplemental Indenture"), between the Issuer and Trustee, the Issuer issued $7,940,000 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2023 (Assessment Area Five Project), the proceeds of which were used to provide funds for the primary purpose of funding a portion of the costs of the Phase Five Project (as defined in the Fifth Supplemental Indenture); and
WHEREAS, this Resolution shall constitute a "Subsequent Resolution" as provided for in Section 10 of the Original Authorizing Resolution; and
WHEREAS, the District has determined it to be in the best interest of the landowners of the District, for the District to undertake certain residential development and to provide public infrastructure for an additional 393 homesites within the District (the "Assessment Area Six Project") as described more particularly in the Amended and Restated Engineer's Report for Capital Improvements, dated December 15, 2022, as amended by the Amendment to the Amended and Restated Engineer's Report for Capital Improvements, dated May 2, 2023, and subsequently supplemented by the Supplemental Engineer's Report for Assessment Area Six dated December 5, 2023, to reflect the addition of two lots securing repayment of the Assessment Area Six Bonds (as herein defined), and summarized in Schedule 1 attached to this Resolution; and

WHEREAS, to help fund a portion of the Assessment Area Six Project, among other financing costs, the District has determined to issue its VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds");

WHEREAS, on July 20, 2021 the District approved the Amended and Restated Assessment Methodology dated July 20, 2021 as amended by the Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8), dated January 3, 2023, as supplemented by the Supplemental Assessment Methodology for Assessment Area Six dated December 5, 2023 (collectively, the "Assessment Area Six Supplemental Methodology"), setting forth the District's methodology for allocating debt to property within the District, and each prepared by Governmental Management Services – Central Florida, LLC, which was approved on December 5, 2023; and

WHEREAS, Resolution Nos. 2023-03, 2023-04 and 2023-06, were duly adopted by the Board of Supervisors of the District on January 11, 2023, January 11, 2023 and March 7, 2023, respectively, declaring, setting a hearing on, equalizing, approving and confirming certain special assessments and authorizing the same (the "Special Assessments"), and such Special Assessments will be levied by Board action closer to the issuance of the below described Assessment Area Six Bonds; and
WHEREAS, the District obtained final judgments in the Tenth Judicial Circuit Court in and for Polk County, Florida, validating Bonds to be issued under the Assessment Area Six Indenture (as herein defined), from which no appeal was timely filed; and
WHEREAS, the Assessment Area Six Bonds will be secured by Special Assessments levied and imposed on assessable land within the District in accordance with the Assessment Area Six Supplemental Methodology; and

WHEREAS, there has been submitted to this meeting with respect to the issuance and sale of the Assessment Area Six Bonds and submitted to the Board:

a form of Sixth Supplemental Trust Indenture between the Trustee and the District attached hereto as Exhibit A (the "Sixth Supplemental Indenture" and, together with the Master Indenture, the "Assessment Area Six Indenture");
a form of Bond Purchase Contract between FMSbonds, Inc. (the "Underwriter") and the District attached hereto as Exhibit B (the "Bond Purchase Contract"), together with the form of a disclosure statement attached to the Bond Purchase Contract in accordance with Section 218.385, Florida Statutes; and
a form of Preliminary Limited Offering 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 Assessment Area Six 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 Assessment Area Six Bonds. There are hereby authorized and directed to be issued: the VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds") in an aggregate principal amount not to exceed $9,000,000, 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 Assessment Area Six Project, (ii) funding a deposit to the Assessment Area Six Reserve Account in an amount equal to the Assessment Area Six Reserve Requirement, (iii) funding a portion of the interest coming due on the Assessment Area Six Bonds, and (iv) paying the costs of issuance of the Assessment Area Six Bonds.  The
Assessment Area Six Bonds shall be issued under and secured by the Assessment Area Six Indenture, the form of which by reference is hereby incorporated into this resolution as if set forth in full herein.
Section 2.  Details of the Assessment Area Six Bonds. The District hereby determines that the Assessment Area Six Bonds shall mature 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 Chair of the Board of Supervisors of the District (the "Chair") or any member of the Board of Supervisors designated by the Chair (a "Designated Member"), prior to the sale of said Assessment Area Six 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. Sixth Supplemental Indenture. The District hereby approves and authorizes the execution of the Sixth Supplemental Indenture by the Chair or any Designated Member and the Secretary or any Assistant Secretary of the Board of Supervisors (the "Secretary") and the delivery of the Sixth Supplemental Indenture in substantially the form thereof attached hereto as Exhibit A with such changes therein as shall be approved by the Chair 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 Sixth Supplemental Indenture attached hereto.

Section 4.  Negotiated Sale. The Assessment Area Six Bonds shall be sold by a negotiated sale to the Underwriter. It is hereby determined by the District that a negotiated sale of the Assessment Area Six 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 Assessment Area Six Bonds, including the pledge of Special Assessments levied on District lands specifically benefitted by the Assessment Area Six Project as described in the Assessment Area Six Supplemental Methodology as security for the Assessment Area Six Bonds, it is desirable to sell the Assessment Area Six 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 terms of the Assessment Area Six Bonds, it is in the best interests of the District to sell the Assessment Area Six Bonds by a negotiated sale;

the Underwriter has participated in structuring the issuance of the Assessment Area Six Bonds and can assist the District in attempting to obtain the most attractive financing for the District;
the Assessment Area Six 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 Assessment Area Six 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 hereto as Exhibit B, and the sale of the Assessment Area Six Bonds by the District upon the terms and conditions set forth in the Bond Purchase Contract is hereby approved. The Chair 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 Chair or the Designated Member; provided, however:

If the Assessment Area Six Bonds are subject to optional redemption, which determination will be made on or before the sale date of the Assessment Area Six Bonds, the first optional call date and the redemption price shall be determined on or before the Bond Purchase Contract is executed;
The interest rate on the Assessment Area Six 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 Index" 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 Assessment Area Six Bonds shall not exceed $9,000,000;

The Assessment Area Six Bonds shall have a final maturity not later than the maximum term allowed by Florida law, which is currently thirty years of principal amortization; and
The price at which the Assessment Area Six Bonds shall be sold to the Underwriter shall not be less than 98.0% of the aggregate face amount of the Assessment Area Six Bonds, exclusive of original issue discount.

Section 6. Preliminary 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 Assessment Area Six Bonds. The preparation of a final Limited Offering Memorandum (the "Limited Offering Memorandum") is hereby approved and the Chair or any Designated Member is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Assessment Area Six 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 Assessment Area Six Bonds. The Limited Offering Memorandum shall be substantially in the form of the Preliminary Limited Offering Memorandum attached hereto as Exhibit C, with such changes as shall be approved by the Chair or Designated Member as necessary to conform the details of the Assessment Area Six Bonds and such other insertions, modifications and changes as may be approved by the Chair or Designated Member. The execution and delivery of the Limited Offering Memorandum by the Chair 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 Assessment Area Six Bonds. The Chair 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 form 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 Chair 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 Chair 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 Proceeds of the Assessment Area Six Bonds. The proceeds of the Assessment Area Six Bonds shall be applied in the manner required in the Sixth Supplemental Indenture.
Section 9.  Further Official Action; Ratification of Prior and Subsequent Acts. The Chair, the Secretary and each member of the 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 Assessment Area Six 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 Assessment Area Six Bonds and any agreements in connection with maintaining the exclusion of interest on the Assessment Area Six Bonds from gross income of the 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 Chair 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 Chair or any Designated Member may, among other things, change the date of any document accompanying this Resolution as an exhibit. Execution by the Chair 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 conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. All actions previously taken by or on behalf of the District in connection with the issuance of the Assessment Area Six Bonds are hereby authorized, ratified and confirmed.
Section 10. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 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 of such inconsistency.

Section 12.  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, pursuant to all applicable laws and orders, and that all deliberations of the District that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.

Section 13. Effective Date. This Resolution shall take effect immediately upon its adoption.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE
FOLLOWS]
PASSED in Public Session of the Board of Supervisors of VillaMar Community Development District, this 5th day of December, 2023.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Attest:

Secretary,	Chair, Board of Supervisors Board of Supervisors
SCHEDULE I
The Assessment Area Six Project includes, but is not limited to, the public infrastructure comprising "Development Phase 7" of the following improvements:

Source: Supplemental Engineer's Report for Assessment Area Six dated December 5, 2023, prepared by Wood & Associates Engineering, LLC..

Schedule I
EXHIBIT A

FORM OF SIXTH SUPPLEMENTAL INDENTURE

A-1

SIXTH SUPPLEMENTAL TRUST INDENTURE

between

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

and

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

as Trustee

Dated as of [	] 1, 2024

Authorizing and Securing
$	
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)
TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

ARTICLE II
THE ASSESSMENT AREA SIX BONDS
SECTION 2.01.	Amounts and Terms of Assessment Area Six Bonds; Issue of Assessment
Area Six Bonds	11
SECTION 2.02.	Execution	11
SECTION 2.03.	Authentication	11
SECTION 2.04.	Purpose, Designation and Denominations of, and Interest Accruals on, the Assessment Area Six Bonds	11
SECTION 2.05.	Debt Service on the Assessment Area Six Bonds	12
SECTION 2.06.	Disposition of Assessment Area Six Bond Proceeds	13
SECTION 2.07.	Book-Entry Form of Assessment Area Six Bonds	13
SECTION 2.08.	Appointment of Registrar and Paying Agent	14
SECTION 2.09.	Conditions Precedent to Issuance of the Assessment Area Six Bonds	15
ARTICLE III
REDEMPTION OF ASSESSMENT AREA SIX BONDS
SECTION 3.01.	Redemption Dates and Prices	16
SECTION 3.02.	Notice of Redemption	19
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF ASSESSMENT AREA SIX SPECIAL ASSESSMENT LIENS
SECTION 4.01.	Establishment of Certain Funds and Accounts	20
SECTION 4.02.	Assessment Area Six Revenue Account	24
SECTION 4.03.	Power to Issue Assessment Area Six Bonds and Create Lien	25
SECTION 4.04.	Assessment Area Six Project to Conform to Engineer's Report	25
SECTION 4.05.	Prepayments; Removal of Assessment Area Six Special Assessment Liens	26
ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER
SECTION 5.01.	Collection of Assessment Area Six Special Assessments	27
SECTION 5.02.	Continuing Disclosure	27
SECTION 5.03.	Investment of Funds and Accounts	27
SECTION 5.04.	Additional Bonds	27
SECTION 5.05.	Requisite Owners for Direction or Consent	28
SECTION 5.06.	Acknowledgement Regarding the Moneys in the Assessment Area Six
Acquisition and Construction Account Following an Event of Default	28
ARTICLE VI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR
SECTION 6.01.	Acceptance of Trust	29
(i)
SECTION 6.02.	Trustee's Duties	29
ARTICLE VII EVENT OF DEFAULT
SECTION 7.01.	Event of Default	30
ARTICLE VIII MISCELLANEOUS PROVISIONS
SECTION 8.01.	Interpretation of Fourth Supplemental Trust Indenture	31
SECTION 8.02.	Amendments	31
SECTION 8.03.	Counterparts	31
SECTION 8.04.	Appendices and Exhibits	31
SECTION 8.05.	Payment Dates	31
SECTION 8.06.	No Rights Conferred on Others	31
EXHIBIT A	DESCRIPTION OF ASSESSMENT AREA SIX PROJECT EXHIBIT B	FORM OF ASSESSMENT AREA SIX BOND
EXHIBIT C	FORMS OF REQUISITIONS EXHIBIT D	FORM OF INVESTOR LETTER
THIS SIXTH SUPPLEMENTAL TRUST INDENTURE (the "Sixth Supplemental Trust Indenture"), dated as of [	] 1, 2024 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 TRUST COMPANY, NATIONAL ASSOCIATION (successor in interest to 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 Fort Lauderdale, Florida, as trustee (said national banking association and any bank or trust company becoming successor trustee under this Sixth Supplemental Trust Indenture being hereinafter referred to as the "Trustee");

W I T N E S S E T H:
WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") created pursuant to Ordinance Nos. O-18-70, O-20-40, O-21-32 and O-22-68, duly enacted by the City Commission of the City of Winter Haven, Florida (the "City") on November 26, 2018, October 26, 2020, April 12, 2021 and November 28, 2022, respectively, 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 originally consisted of approximately
153.65 acres, however, the boundaries of the District have since been expanded to encompass a total of approximately 583.79 acres located entirely within the City (the "District" or "District Lands"); and
WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and

WHEREAS, the Issuer has determined to undertake, in multiple 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 Amended and Restated Master Engineer's Report for Capital Improvements dated December 15, 2022, as amended by the Amendment to the Amended and Restated Engineer's Report for Capital Improvements dated May 2, 2023, each prepared by Wood & Associates Engineering, LLC; and

WHEREAS, the Issuer has previously adopted (i) Resolution No. 2019-24 on December 5, 2018, authorizing the issuance of not to exceed $22,250,000 in aggregate principal amount of its Special Assessment Bonds, (ii) Resolution No. 2021-08 on March 2, 2021, authorizing the increase of such authorization by $27,750,000 to a total amount of not to exceed $50,000,000 and
(iii) Resolution No. 2023-02 on January 11, 2023, authorizing the increase of such authorization by $27,615,000 to a total amount of not to exceed $77,615,000, 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, pursuant to that certain Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of June 1, 2019, each between the Issuer and the Trustee, the Issuer previously issued its $7,180,000 VillaMar Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2019, for the primary purpose of funding a portion of the costs of certain public improvements; and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Second Supplemental Trust Indenture dated as of November 1, 2020, between the Issuer and Trustee, the Issuer issued $6,500,000 aggregate principal amount of VillaMar Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2020, the proceeds of which were used to provide funds for the primary purpose of funding a portion of the costs of certain public improvements; and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Third Supplemental Trust Indenture dated as of March 1, 2022, between the Issuer and Trustee, the Issuer issued
$3,040,000 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2022 (Phase 3 Project) (the "Phase 3 Bonds"), the proceeds of which were used to provide funds for the primary purpose of funding a portion of the costs of certain public improvements; and

WHEREAS, simultaneously with the Phase 3 Bonds, the Issuer issued $4,295,000 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2022 (Phase 4 Project), pursuant to the Master Indenture, as supplemented by that certain Fourth Supplemental Trust Indenture dated as of March 1, 2022, by and between the Issuer and the Trustee; and

WHEREAS, pursuant to the Master Indenture, as supplemented by a Fifth Supplemental Trust Indenture dated as of June 1, 2023, between the Issuer and Trustee, the Issuer issued
$7,940,000 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2023 (Assessment Area Five Project), the proceeds of which were used to provide funds for the primary purpose of funding a portion of the costs of certain public improvements; and
WHEREAS, VMAR DEV, LLC, a Florida limited liability company (the "Assessment Area Six Landowner") is the owner of lands within the District that are planned to be developed as [393] units constituting Assessment Area Six of a residential community (the "Assessment Area Six") and will construct or cause the Issuer to construct all of the public infrastructure necessary to serve and benefit Assessment Area Six (such public infrastructure as described in Exhibit A attached hereto is herein collectively referred to as the "Assessment Area Six Project"); and
WHEREAS, the Issuer has determined to issue a sixth Series of Bonds, designated as the VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds"), pursuant to the Master Indenture, as supplemented by this Sixth Supplemental Trust Indenture (hereinafter sometimes referred to as the "Assessment Area Six Indenture"); and
WHEREAS, in the manner provided herein, the net proceeds of the Assessment Area Six 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 Assessment Area Six Project, (ii) funding a deposit to the Assessment Area Six Reserve Account in the amount equal to the Assessment Area Six Reserve Requirement (as defined herein), (iii) funding a portion of the interest coming due on the Assessment Area Six Bonds and (iv) paying the costs of issuance of the Assessment Area Six Bonds; and

WHEREAS, the Assessment Area Six Bonds will be secured by a pledge of Assessment Area Six Pledged Revenues (as defined herein) primarily comprised of Assessment Area Six Special Assessments (as defined herein), which are special assessments levied on assessable property within Assessment Area Six specially benefitted by the Assessment Area Six Project to the extent provided herein.

NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL TRUST INDENTURE
WITNESSETH, that to provide for the issuance of the Assessment Area Six 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 Assessment Area Six Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Assessment Area Six Bonds by the Beneficial Owners (as hereinafter defined) 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 Trust Company, National Association (successor in interest 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 Assessment Area Six Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Assessment Area Six 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 Assessment Area Six Indenture with respect to the Assessment Area Six Bonds.

IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Assessment Area Six Bonds issued and to be issued under this Sixth Supplemental Trust Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this Sixth Supplemental Trust Indenture) of any one Assessment Area Six Bond over any other Assessment Area Six Bond, all as provided in the Assessment Area Six 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 Assessment Area Six 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 Assessment Area
Six Bonds and the Assessment Area Six 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 Assessment Area Six 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 Sixth Supplemental Trust Indenture and the rights hereby granted shall cease and terminate, otherwise this Sixth Supplemental Trust Indenture to be and remain in full force and effect.

ARTICLE I DEFINITIONS
In this Sixth 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 Assessment Area Six Landowner regarding the acquisition of certain work product, improvements and/or real property dated [	]  , 2024.

"Arbitrage Certificate" shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated [	]  , 2024, relating to certain restrictions on arbitrage under the Code with respect to the Assessment Area Six Bonds.
"Assessment Area Six" shall mean lands within the District of approximately [  ] gross acres and initially owned by the Assessment Area Six Landowner that are planned to be developed as [393] units constituting Assessment Area Six of a residential community within the District.

"Assessment Area Six Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this Sixth Supplemental Trust Indenture in connection with components of the Assessment Area Six Project.

"Assessment Area Six Bond Redemption Account" shall mean the Account so designated, established as a separate Account within the Bond Redemption Fund pursuant to Section 4.01(g) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six Bonds" shall mean the $	 aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project), to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this Sixth Supplemental Trust Indenture, and secured and authorized by the Master Indenture and this Sixth Supplemental Trust Indenture.

"Assessment Area Six Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six General Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Assessment Area Six Bond Redemption Account pursuant to Section 4.01(g) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six Indenture" shall mean collectively, the Master Indenture and this Sixth Supplemental Trust Indenture.
"Assessment Area Six Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this Sixth Supplemental Trust Indenture.

"Assessment Area Six Landowner" shall mean [VMAR DEV, LLC], a Florida limited liability company, and any entity or entities which succeed to all or any part of the interest and assume any or all of the responsibilities of said entities.
"Assessment Area Six Optional Redemption Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Assessment Area Six Bond Redemption Account pursuant to Section 4.01(g) of this Sixth Supplemental Trust Indenture.

"Assessment Area Six Pledged Revenues" shall mean with respect to the Assessment Area Six Bonds (a) all revenues received by the Issuer from Assessment Area Six Special Assessments levied and collected on the assessable lands within Assessment Area Six, benefitted by the Assessment Area Six Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Assessment Area Six Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area Six Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Assessment Area Six Indenture created and established with respect to or for the benefit of the Assessment Area Six Bonds; provided, however, that Assessment Area Six Pledged Revenues shall not include (A) any moneys transferred to the Assessment Area Six Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under Section 190.022 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 of the Assessment Area Six Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).

"Assessment Area Six Prepayment Principal" shall mean the portion of a Prepayment corresponding to the principal amount of Assessment Area Six Special Assessments being prepaid pursuant to Section 4.05 of this Sixth Supplemental Trust Indenture or Assessment Area Six Special Assessments collected as a result of an acceleration of the Assessment Area Six Special Assessments pursuant to Section 170.10, Florida Statutes, if such Assessment Area Six Special Assessments are being collected through a direct billing method.

"Assessment Area Six Prepayment Subaccount" shall mean the subaccount so designated, established as a separate subaccount under the Assessment Area Six Bond Redemption Account pursuant to Section 4.01(g) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six Project" shall mean the public infrastructure described on Exhibit A attached hereto, a portion of which will be funded with the net proceeds of the Assessment Area Six Bonds and benefiting Assessment Area Six.
"Assessment Area Six Rebate Account" shall mean the Account so designated, established as a separate Account within the Rebate Fund pursuant to Section 4.01(j) of this Sixth Supplemental Trust Indenture.

"Assessment Area Six Reserve Account" shall mean the Account so designated, established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six Reserve Requirement" or "Reserve Requirement" shall mean (i) initially, an amount equal to the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time; (ii) upon the occurrence of the Reserve Release Conditions #1, fifty percent (50%) of the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time; and (iii) upon the occurrence of the Reserve Release Conditions #2, ten percent (10%) of the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time. Upon satisfaction of the Reserve Release Conditions #1 or Reserve Release Conditions #2, as applicable, such excess amount shall be released from the Assessment Area Six Reserve Account and transferred to the Assessment Area Six Acquisition and Construction Account in accordance with the provisions of Sections 4.01(a) and 4.01(f) hereof. For the purpose of calculating the Assessment Area Six Reserve Requirement, maximum annual debt service, fifty percent (50%) of maximum annual debt service, or ten percent (10%) of maximum annual debt service, as the case may be, shall be recalculated in connection with the extraordinary mandatory redemption described in Sections 3.01(b)(i) and 3.01(b)(iii) hereof (but not upon the optional or mandatory sinking fund redemption thereof) and such excess amount shall be released from the Assessment Area Six Reserve Account and, other than as provided in the immediately preceding sentence, transferred to the Assessment Area Six General Redemption Subaccount or the Assessment Area Six Prepayment Subaccount as applicable, in accordance with the provisions of Sections 3.01(b)(i), 3.01(b)(iii), 4.01(f), 4.01(i) and 4.05(a) hereof. Amounts on deposit in the Assessment Area Six Reserve Account may, upon final maturity or redemption of all Outstanding Assessment Area Six Bonds be used to pay principal of and interest on the Assessment Area Six Bonds at that time. Initially, the Assessment Area Six Reserve Requirement shall be equal to $	.

"Assessment Area Six Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this Sixth Supplemental Trust Indenture.
"Assessment Area Six Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this Sixth Supplemental Trust Indenture.

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

"Assessment Resolutions" shall mean Resolution Nos. 2023-03, 2023-04, 2023-06 and 2024-   of the Issuer adopted on January 11, 2023, January 11, 2023, March 7, 2023 and [    , 20  ], respectively, as amended and supplemented from time to time.
"Authorized Denomination" shall mean, with respect to the Assessment Area Six Bonds, on the date of issuance in the denominations of $5,000 and any integral multiple thereof; provided, however, if any initial Beneficial Owner (as defined in the Master Indenture) does not purchase at least $100,000 of the Assessment Area Six Bonds at the time of initial delivery of the Assessment Area Six Bonds, such Beneficial Owner must either execute and deliver to the Issuer and the Underwriter on the date of delivery of the Assessment Area Six 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 the agreement wherein certain rights and material documents necessary to complete the development planned by the Assessment Area Six Landowner on Assessment Area Six are collaterally assigned to the District as security for the Assessment Area Six Landowner's obligation to pay the Assessment Area Six Special Assessments imposed against such which are benefited by the Assessment Area Six Project and subject to the Assessment Area Six Special Assessments and owned by the Assessment Area Six Landowner from time to time.

"Completion Agreement" shall mean the Agreement between the District and the Assessment Area Six Landowner regarding the completion of certain improvements, dated [	]  , 2024.

"Continuing Disclosure Agreement" shall mean the Continuing Disclosure Agreement for the benefit of the Beneficial Owners of the Assessment Area Six Bonds, dated [	]  , 2024, by and among the Issuer, the dissemination agent named therein, and the Assessment Area Six Landowner, in connection with the issuance of the Assessment Area Six Bonds.

"Declaration of Consent" shall mean the certain instrument executed by the Assessment Area Six Landowner declaring consent to the jurisdiction of the District and the imposition of the Assessment Area Six Special Assessments.
"District Manager" shall mean Governmental Management Services – Central Florida, LLC, and its successors and assigns.
"Electronic Means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.
"Engineer's Report" shall mean the Amended and Restated Master Engineer's Report for Capital Improvements dated December 15, 2022, as amended by the Amendment to the Amended and Restated Engineer's Report for Capital Improvements dated May 2, 2023, as amended and
supplemented by the Supplemental Engineer's Report for Assessment Area Six dated December 5, 2023, each prepared by Wood & Associates Engineering, LLC.

"Interest Payment Date" shall mean May 1 and November 1 of each year, commencing May 1, 2024, and any other date the principal of the Assessment Area Six Bonds is paid.

"Investment Securities" shall mean and include any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer:

Government Obligations;
money market deposit accounts, time deposits, and certificates of deposits issued by commercial banks, savings and loan associations or mutual savings banks whose short- term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S&P;
commercial paper (having maturities of not more than 270 days) rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S&P;

obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the top two rating categories by both Moody's and S&P at the time of purchase;

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 such funds by both Moody's and S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody's and S&P at the time of purchase;

bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are rated in one of the three highest ratings by both Moody's and S&P or in one of the two highest categories by either S&P or Moody's at the time of purchase; and
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 of purchase, is rated at least "AA" by S&P (without regard to gradation) or at least "Aa" by Moody's (without regard to gradation).
Under all circumstances the Trustee shall be entitled to conclusively rely that any investment directed by the Issuer in writing is permitted under the Assessment Area Six Indenture, and a legal investment for funds of the Issuer.
"Majority Holders" means the Beneficial Owner or Owners of more than fifty percent (50%) in aggregate principal amount of the Outstanding Assessment Area Six Bonds.

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

"Paying Agent" shall mean U.S. Bank Trust Company, 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 Assessment Area Six 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 Assessment Area Six Special Assessments. "Prepayments" shall include, without limitation, Assessment Area Six Prepayment Principal.
"Project" shall mean all of the public infrastructure deemed necessary for the development of the District including, but not limited to, the Assessment Area Six Project.
"Quarterly Redemption Date" shall mean each February 1, May 1, August 1, and November 1 of any calendar year.
"Redemption Price" shall mean the principal amount of any Assessment Area Six Bond plus the applicable premium, if any payable upon redemption thereof pursuant to this Sixth Supplemental Trust Indenture.

"Registrar" shall mean U.S. Bank Trust Company, 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 or the date on which the principal of an Assessment Area Six Bond is to be paid.
"Reserve Release Conditions #1" shall mean, collectively (i) all of the Outstanding principal amount of the Assessment Area Six Special Assessments shall have been assigned to lots that have been developed, platted and conveyed to homebuilders, and (ii) there shall be no Events of Default under the Assessment Area Six Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.

"Reserve Release Conditions #2" shall mean collectively (i) satisfaction of Reserve Release Conditions #1, (ii) all of the Outstanding principal portion of the Assessment Area Six Special Assessments has been assigned to homes that have received a certificate of occupancy, and (iii) there shall be no Events of Default under the Assessment Area Six Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.
"Resolution" shall mean, collectively, (i) (A) 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, (B) Resolution No. 2021-08 of the Issuer adopted on March 2, 2021, pursuant to which the Issuer authorized an increase of such authorization by $27,750,000 to a total amount of not to exceed $50,000,000 and (C) Resolution No. 2023-02 of the Issuer adopted on January 11, 2023, pursuant to which the Issuer authorized an additional increase of such authorization by $27,615,000 to a total amount of not to exceed
$77,615,000, to finance the construction or acquisition of the Project and (ii) Resolution No. 2024- 03 of the Issuer adopted on [December 5, 2023], and pursuant to which the Issuer authorized, among other things, the issuance of the Assessment Area Six Bonds to pay all or a portion of the costs of the planning, financing, the acquisition, construction, equipping and installation of the Assessment Area Six Project, specifying the details of the Assessment Area Six Bonds and awarding the Assessment Area Six Bonds to the purchasers of the Assessment Area Six Bonds.
"Substantially Absorbed" means the date at least 90% of the principal portion of the Assessment Area Six Special Assessments have been assigned to residential units within Assessment Area Six that have received certificates of occupancy. The District shall present the Trustee with a certification that the Assessment Area Six Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Assessment Area Six Special Assessments are Substantially Absorbed.
"True-Up Agreement" shall mean the Agreement dated [	]  , 2024, by and between the Issuer and the Assessment Area Six Landowner relating to the true-up of Assessment Area Six Special Assessments.

"Underwriter" shall mean FMSbonds, Inc., the underwriter of the Assessment Area Six
Bonds.

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the form of
Assessment Area Six Bonds), refer to the entire Assessment Area Six Indenture.

Every "request," "requisition," "order," "demand," "application," "notice," "statement," "certificate," "consent," or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chair or Vice Chair and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer.

All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.
[END OF ARTICLE I]
ARTICLE II
THE ASSESSMENT AREA SIX BONDS

SECTION 2.01. Amounts and Terms of Assessment Area Six Bonds; Issue of Assessment Area Six Bonds. No Assessment Area Six Bonds may be issued under this Sixth Supplemental Trust Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture.

The total principal amount of Assessment Area Six Bonds that may be issued under this Sixth Supplemental Trust Indenture is expressly limited to $	. The Assessment Area Six Bonds shall be numbered consecutively from R-1 and upwards.
Any and all Assessment Area Six 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 Assessment Area Six 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 Assessment Area Six Bonds upon execution of this Sixth 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 Assessment Area Six Bonds and deliver them as specified in the request.

SECTION 2.02.   Execution. The Assessment Area Six Bonds shall be executed by the Issuer as set forth in the Master Indenture.
SECTION 2.03. Authentication. The Assessment Area Six Bonds shall be authenticated as set forth in the Master Indenture. No Assessment Area Six Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture.
SECTION 2.04.  Purpose, Designation and Denominations of, and Interest Accruals on, the Assessment Area Six Bonds.
The Assessment Area Six Bonds are being issued hereunder in order to provide funds 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 Assessment Area Six Project,
(ii) funding a deposit to the Assessment Area Six Reserve Account in the amount of the Assessment Area Six Reserve Requirement, (iii) paying a portion of the interest coming due on the Assessment Area Six Bonds and (iv) paying the costs of issuance of the Assessment Area Six Bonds. The Assessment Area Six Bonds shall be designated "VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project)," and shall be issued as fully registered Bonds without coupons in Authorized Denominations.

The Assessment Area Six Bonds shall be dated as of the date of initial delivery. Interest on the Assessment Area Six Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Assessment Area Six Bonds shall be payable from the most recent Interest Payment Date 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, 2024, 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.
Except as otherwise provided in Section 2.07 of this Sixth Supplemental Trust Indenture in connection with a book entry only system of registration of the Assessment Area Six Bonds, the principal or Redemption Price of the Assessment Area Six 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 Assessment Area Six Bonds. Except as otherwise provided in Section 2.07 of this Sixth Supplemental Trust Indenture in connection with a book entry only system of registration of the Assessment Area Six Bonds, the payment of interest on the Assessment Area Six Bonds shall be made on each Interest Payment Date to the Registered Owners of the Assessment Area Six Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Registered Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Assessment Area Six 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 Registered Owner in whose name the Assessment Area Six 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 sent by Electronic Means or mailed, first-class, postage-prepaid, to each Registered Owner 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 (10) days prior to such Special Record Date. The foregoing notwithstanding, any Registered Owner of Assessment Area Six Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Registered Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received 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 wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Registered 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 (15) days prior to the relevant Record Date.

SECTION 2.05.	Debt Service on the Assessment Area Six Bonds.

The Assessment Area Six Bonds will mature on May 1 in the years and in the principal amounts, and bear interest at the rates as set forth below, subject to the right of prior redemption in accordance with their terms.
Year	Amount	Interest Rate

Interest on the Assessment Area Six Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Assessment Area Six Bonds on the day before the default occurred.
SECTION 2.06.  Disposition of Assessment Area Six Bond Proceeds. From the net proceeds of the Assessment Area Six Bonds received by the Trustee in the amount of $	 (par amount of $	, [plus/minus [net] bond premium/original issue discount] of
$	 and less an underwriter's discount of $	, which is retained by the underwriter of the Assessment Area Six Bonds):

$	, which is an amount equal to the Assessment Area Six Reserve Requirement, shall be deposited in the Assessment Area Six Reserve Account of the Debt Service Reserve Fund;
$	, shall be deposited into the Assessment Area Six Interest Account and applied to pay interest coming due on the Assessment Area Six Bonds through November 1, 2024;

$	, shall be deposited into the Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Assessment Area Six Bonds; and
$	, representing the balance of the net proceeds of the Assessment Area Six Bonds, shall be deposited into the Assessment Area Six Acquisition and Construction Account of the Acquisition and Construction Fund, which the Issuer shall cause to be applied only to the payment of costs of the Assessment Area Six Project in accordance with Section 4.01(a) hereof, Article V of the Master Indenture and the terms of the Acquisition Agreement.

SECTION 2.07.  Book-Entry Form of Assessment Area Six Bonds. The Assessment Area Six Bonds shall be issued as one fully registered bond for each maturity of Assessment Area Six 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 Assessment Area Six 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 Assessment Area Six 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 ("Direct Participants") and other institutions that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and Indirect Participants will be responsible for maintaining records with
respect to the beneficial ownership interests of individual purchasers of the Assessment Area Six Bonds ("Beneficial Owners").

Principal and interest on the Assessment Area Six 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 Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be the responsibility of Direct 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 Assessment Area Six Bonds, through Direct Participants and Indirect Participants.
During the period for which Cede & Co. is Registered Owner of the Assessment Area Six Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants and Direct Participants shall be responsible for notices to Indirect Participants, and Direct 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 Assessment Area Six Bonds in the form of fully registered Assessment Area Six 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 Assessment Area Six Bonds may be exchanged for an equal aggregate principal amount of Assessment Area Six Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee.

SECTION 2.08.   Appointment of Registrar and Paying 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 Assessment Area Six Bonds, and hereby appoints U.S. Bank Trust Company, National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank Trust Company, 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 Trust Company, National Association as Paying Agent for the Assessment Area Six Bonds. U.S. Bank Trust Company, 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 Assessment Area Six Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Assessment Area Six Bonds, all the Assessment Area Six 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:

Certified copies of the Assessment Resolutions;
A copy of the executed Master Indenture and an executed copy of this Sixth Supplemental Trust Indenture;
Customary closing opinions of District Counsel and Bond Counsel;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Assessment Area Six Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this Sixth Supplemental Trust Indenture;
Copies of executed investor letters in the form attached hereto as Exhibit D if such investor letter is required, as determined by the Underwriter; and
Executed copies of the Arbitrage Certificate, 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 Assessment Area Six Bonds shall be conclusive evidence that the foregoing conditions have been fulfilled to the satisfaction of the Issuer and the Underwriter.
[END OF ARTICLE II]
ARTICLE III
REDEMPTION OF ASSESSMENT AREA SIX BONDS

SECTION 3.01.  Redemption Dates and Prices. The Assessment Area Six 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 Assessment Area Six Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Assessment Area Six Bonds of a maturity are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Assessment Area Six Bonds or portions of the Assessment Area Six Bonds to be redeemed by lot. Partial redemptions of Assessment Area Six Bonds shall, to the extent possible, be made in such a manner that the remaining Assessment Area Six Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Assessment Area Six Bond.

The Assessment Area Six 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 Assessment Area Six Bonds shall be made on the dates specified below. Upon any redemption of Assessment Area Six Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, 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 Assessment Area Six Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Assessment Area Six 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 Assessment Area Six Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a 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 Assessment Area Six Bonds maturing after May 1, 20  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 May 1, 20   (less than all Assessment Area Six Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Assessment Area Six 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 Assessment Area Six Optional Redemption Subaccount of the Assessment Area Six Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

Extraordinary Mandatory Redemption in Whole or in Part. The Assessment Area Six 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 Assessment Area Six Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Assessment Area Six Prepayment Principal deposited into the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account following the payment in whole or in part of Assessment Area Six Special Assessments on any assessable property within Assessment Area Six in accordance with the provisions of Section 4.05(a) of this Sixth Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount as a result of such Prepayment and pursuant to Sections 4.01(f) and 4.05(a) of this Sixth Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

from moneys, if any, on deposit in the Funds, Accounts and subaccounts regarding Assessment Area Six held by the Trustee hereunder (other than the Assessment Area Six Rebate Fund and the Assessment Area Six Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Assessment Area Six 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 Assessment Area Six Acquisition and Construction Account in accordance with the provisions of Section 4.01(a) hereof, not otherwise reserved to complete the Assessment Area Six Project and transferred to the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of Section 4.01(a) hereof, as a result of the reduction of the Assessment Area Six Reserve Requirement. If such redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

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Mandatory Sinking Fund Redemption. The Assessment Area Six Bonds maturing on May 1, 20  are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount

* Maturity.

The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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	Mandatory Sinking Fund
	Year	 	Redemption Amount	Year	  Redemption Amount	

* Maturity.

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The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount

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

[END OF ARTICLE III]
ARTICLE IV
ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF ASSESSMENT AREA SIX 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 "Assessment Area Six Acquisition and Construction Account." Net proceeds of the Assessment Area Six Bonds shall be deposited into the Assessment Area Six Acquisition and Construction Account in the amount set forth in Section 2.06 of this Sixth Supplemental Trust Indenture, together with any moneys subsequently transferred or deposited thereto, including moneys transferred from the Assessment Area Six Reserve Account after satisfaction of either the Reserve Release Conditions #1 or Reserve Release Conditions #2 as certified in writing by the District Manager and upon which the Trustee may conclusively rely, and such moneys shall be applied as set forth in this Section 4.01(a), Section 5.01 of the Master Indenture and by the District as set forth in the Acquisition Agreement and the Engineer's Report. Funds on deposit in the Assessment Area Six Acquisition and Construction Account shall only be requested by the Issuer to be applied to the Costs of the Assessment Area Six Project, subject to Section 4.01(f) herein. Upon satisfaction of the Reserve Release Conditions #1 and Reserve Release Conditions #2, the amount on deposit in the Assessment Area Six Reserve Account in excess of the Assessment Area Six Reserve Requirement, as applicable and as calculated by the District shall then be transferred by the Trustee to the Assessment Area Six Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, upon consultation with the Consulting Engineer, and applied as provided in this Section 4.01(a).

Following the Completion Date for the Assessment Area Six Project, all moneys remaining in the Assessment Area Six Acquisition and Construction Account (and any excess funds from the Assessment Area Six Reserve Account) that have not been requisitioned within thirty (30) days after satisfaction of the Reserve Release Conditions #2, shall be transferred to the Assessment Area Six General Redemption Subaccount, as directed in writing by the District Manager, on behalf of the Issuer to the Trustee to be applied as provided in Section 3.01(b)(iii). Notwithstanding the foregoing, the Assessment Area Six Acquisition and Construction Account shall not be closed until the Reserve Release Conditions #2 shall have occurred and the excess funds from the Assessment Area Six Reserve Account shall have been transferred to the Assessment Area Six Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, and applied in accordance with this Section 4.01(a) or as otherwise provided in Section 4.01(f) hereinbelow. The Trustee shall not be responsible for determining the amounts in the Assessment Area Six Acquisition and Construction Account and subaccounts allocable to the Assessment Area Six Project or any transfers made to such Accounts in accordance with direction from the District Manager.

The Trustee shall make no such transfers from the Assessment Area Six Acquisition and Construction Account to the Assessment Area Six General Redemption Subaccount if an Event of Default exists, with respect to the Assessment Area Six Bonds of which the Trustee has actual notice as described in Section 11.06 of the Master Indenture. Except as provided in Section 5.05 and Section 3.01(b)(iii) 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 Assessment Area Six Acquisition and Construction Account or subaccounts therein. After no funds remain in the Assessment Area Six Acquisition and Construction Account, such Account shall be closed.

Pursuant to the Master Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Assessment Area Six Costs of Issuance Account." Net proceeds of the Assessment Area Six Bonds shall be deposited into the Assessment Area Six Costs of Issuance Account in the amount set forth in Section 2.06 of this Sixth 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 Assessment Area Six Costs of Issuance Account to pay the costs of issuing the Assessment Area Six Bonds. Six months after the issuance of the Assessment Area Six Bonds, any moneys remaining in the Assessment Area Six Costs of Issuance Account in excess of the amounts requested to be disbursed by the Issuer shall be deposited into the Assessment Area Six Interest Account and the Assessment Area Six Costs of Issuance Account shall be closed. Any deficiency in the amount allocated to pay the cost of issuing the Assessment Area Six Bonds shall be paid from excess Assessment Area Six Pledged Revenues on deposit in the Assessment Area Six Revenue Account as provided in Section 4.02. After no funds remain therein, the Assessment Area Six Costs of Issuance Account shall be closed.

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

[RESERVED].
Pursuant to Section 6.04 of the Master Indenture and Section 4.02 of this Sixth Supplemental Trust Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the "Assessment Area Six Interest Account." Moneys deposited into the Assessment Area Six Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this Sixth Supplemental Trust Indenture, shall be applied for the purposes provided therein and used to pay interest on the Assessment Area Six 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 "Assessment Area Six Sinking Fund Account." Moneys shall be deposited into the Assessment Area Six Sinking Fund Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this Sixth Supplemental
Trust Indenture, and applied for the purposes provided therein and in Section 3.01(c) of this Sixth 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 "Assessment Area Six Reserve Account." Net proceeds of the Assessment Area Six Bonds shall be deposited into the Assessment Area Six Reserve Account in the amount set forth in Section 2.06 of this Sixth Supplemental Trust Indenture, and such moneys, together with any other moneys deposited into the Assessment Area Six Reserve Account shall be applied for the purposes provided in the Master Indenture and in this Section 4.01(f) and Section 4.05 of this Sixth Supplemental Trust Indenture. Notwithstanding any provisions in the Master Indenture to the contrary, the Issuer covenants not to substitute the cash and Investment Securities on deposit in the Assessment Area Six 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 Assessment Area Six 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 Assessment Area Six Reserve Account and transfer any excess therein above the Assessment Area Six Reserve Requirement resulting from investment earnings, to the Assessment Area Six Revenue Account in accordance with Section 4.02 hereof.

Subject to the provisions of Section 4.05 hereof, on any date the Issuer receives notice from the District Manager that a landowner wishes to prepay its Assessment Area Six Special Assessments relating to the benefited property of such landowner, or as a result of a mandatory true-up payment, the Issuer shall, or cause the District Manager, on behalf of the Issuer, to calculate the principal amount of such Prepayment taking into account a credit against the amount of Assessment Area Six Prepayment Principal due by the amount of money in the Assessment Area Six Reserve Account that will be in excess of the Assessment Area Six Reserve Requirement for the Assessment Area Six Bonds, taking into account the proposed Prepayment. Such excess shall be transferred to the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account as a result of such Prepayment. The District Manager, on behalf of the Issuer, shall make such calculation within ten (10) Business Days after such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the respective landowner from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account to be used for the extraordinary mandatory redemption of the Assessment Area Six Bonds in accordance with Section 3.01(b)(i) hereof. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding any of the foregoing, amounts on deposit in the Assessment Area Six Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Assessment Area Six Bonds to the Assessment Area Six General Redemption Subaccount, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Assessment Area Six Special Assessments and applied to redeem a portion of the Assessment Area Six Bonds is less than the principal amount of Assessment Area Six Bonds indebtedness attributable to such lands.
Notwithstanding the foregoing, upon satisfaction of the Reserve Release Conditions #2, the Trustee shall deposit such excess as directed by the District Manager in writing on deposit in the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account and pay such amount as designated in a requisition in the form attached hereto as Exhibit C to the Issuer submitted by the Assessment Area Six Landowner within thirty
(30) days of such transfer which requisition shall be executed by the Issuer and the Consulting Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared provided the Assessment Area Six Landowner can establish, to the satisfaction of the Consulting Engineer, Costs of the Assessment Area Six Project that were not paid from moneys initially deposited in the Assessment Area Six Acquisition and Construction Account. In the event that there are no unreimbursed Costs to pay to the Assessment Area Six Landowner, such excess moneys transferred from the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account shall be deposited into the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account upon direction to the Trustee by the District. If no completed requisition as provided in this section is submitted to the Trustee within thirty (30) days of moneys having been transferred from the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account as a result of the satisfaction of the Reserve Release Conditions #2, such excess moneys in the Assessment Area Six Acquisition and Construction Account shall then be transferred by the Trustee to the Assessment Area Six General Redemption Subaccount and applied to the redemption of Assessment Area Six Bonds as provided in Section 4.01(a) hereinabove.

In addition, and together with the moneys transferred from the Assessment Area Six Reserve Account pursuant to this paragraph, if the amount on deposit in the Assessment Area Six General Redemption Subaccount is not sufficient to redeem a principal amount of Assessment Area Six Bonds in an Authorized Denomination, the Trustee is authorized to withdraw amounts from the Assessment Area Six Revenue Account to round up to the amount in the Assessment Area Six General Redemption Subaccount to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Assessment Area Six Revenue Account shall be made to pay interest on and/or principal of the Assessment Area Six Bonds for the redemption pursuant to Section 3.01(b)(iii) if as a result the deposits required under Section 4.02 FIRST through FIFTH cannot be made in full.

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

Moneys that are deposited into the Assessment Area Six 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 3.01(b)(ii) hereof, the
Outstanding amount of Assessment Area Six Bonds or (ii) in whole or in part pursuant to Section 3.01(b)(iii) hereof.

Moneys in the Assessment Area Six Prepayment Subaccount (including all earnings on investments held in such Assessment Area Six Prepayment Subaccount) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Assessment Area Six Bonds equal to the amount of money transferred to the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof. In addition, and together with the moneys transferred from the Assessment Area Six Reserve Account pursuant to paragraph (f) above, if the amount on deposit in the Assessment Area Six Prepayment Subaccount is not sufficient to redeem a principal amount of the Assessment Area Six Bonds in an Authorized Denomination, the Trustee, upon written direction from the Issuer, shall be authorized to withdraw amounts from the Assessment Area Six Revenue Account to deposit to the Assessment Area Six Prepayment Subaccount to round-up the amount to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Assessment Area Six Revenue Account shall be directed by the Issuer to pay interest on and/or principal of the Assessment Area Six Bonds for the redemption pursuant to Section 3.01(b)(i) if as a result the deposits required under Section 4.02 FIRST through FIFTH cannot be made in full.

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

Moneys on deposit in the Assessment Area Six Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Assessment Area Six Bonds pursuant to Section 3.01(a) hereof.
SECTION 4.02.  Assessment Area Six Revenue Account. The Trustee shall transfer from amounts on deposit in the Assessment Area Six 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 May 1, 2024, to the Assessment Area Six Interest Account of the Debt Service Fund, an amount equal to the interest on the Assessment Area Six Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Assessment Area Six Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each May 1, commencing May 1, 2025, to the Assessment Area Six Sinking Fund Account, an amount equal to the principal amount of Assessment Area Six Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Assessment Area Six Sinking Fund Account not previously credited;
THIRD, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Assessment Area Six Bonds remain Outstanding, to the Assessment Area Six Reserve Account, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Assessment Area Six Reserve Requirement;

FOURTH, notwithstanding the foregoing, at any time the Assessment Area Six Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer to the Assessment Area Six Interest Account, the amount necessary to pay interest on the Assessment Area Six 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 Assessment Area Six Costs of Issuance Account upon the written request of the Issuer to cover any deficiencies in the amount allocated to pay the cost of issuing the Assessment Area Six Bonds and next, any balance in the Assessment Area Six Revenue Account shall remain on deposit in such Assessment Area Six Revenue Account, unless needed to be transferred to the Assessment Area Six Prepayment Subaccount for the purposes of rounding the principal amount of a Assessment Area Six Bond subject to extraordinary mandatory redemption pursuant to Sections 4.01(f) or 4.01(i) hereof to an Authorized Denomination, or unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Assessment Area Six Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto.

SECTION 4.03.  Power to Issue Assessment Area Six Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Assessment Area Six Bonds, to execute and deliver the Assessment Area Six Indenture and to pledge the Assessment Area Six Pledged Revenues for the benefit of the Assessment Area Six Bonds to the extent set forth herein. The Assessment Area Six 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 Assessment Area Six Bonds, except as otherwise permitted under the Master Indenture and Section 5.04 hereof. The Assessment Area Six Bonds and the provisions of the Assessment Area Six Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, and without waiving any sovereign immunity or limitation of liability afforded by Section 768.28, Florida Statutes, or other law, defend, preserve and protect the pledge created by the Assessment Area Six Indenture and all the rights of the Owners of the Assessment Area Six Bonds under the Assessment Area Six Indenture against all claims and demands of all persons whomsoever.

SECTION 4.04. Assessment Area Six Project to Conform to Engineer's Report. Simultaneously with the issuance of the Assessment Area Six Bonds, the Issuer will promptly proceed to construct and/or acquire the Assessment Area Six Project as described in Exhibit A hereto and in the Engineer's Report relating thereto, all pursuant to the terms and provisions of the Acquisition Agreement.

Liens.
SECTION 4.05.	Prepayments; Removal of Assessment Area Six Special Assessment

At any time any owner of property subject to the Assessment Area Six Special
Assessments may, at its option, or as a result of acceleration of the Assessment Area Six 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 Assessment Area Six Special Assessments by paying or causing there to be paid, to the Issuer all or a portion of the Assessment Area Six Special Assessment, which shall constitute Assessment Area Six 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 forty-five (45) days after such Prepayment, if such Prepayment is made within forty-five (45) calendar days before the next succeeding Quarterly Redemption Date, as the case may be), attributable to the property subject to Assessment Area Six Special Assessments owned by such owner. To the extent that such Prepayments are to be used to redeem Assessment Area Six Bonds pursuant to Section 3.01(b)(i) hereof, in the event the amount on deposit in the Assessment Area Six Reserve Account will exceed the Assessment Area Six Reserve Requirement for the Assessment Area Six 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 Sixth Supplemental Trust Indenture of Assessment Area Six Bonds, the excess amount shall be transferred from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount, as a credit against the Assessment Area Six Prepayment Principal otherwise required to be paid by the owner of such lot or parcel, upon written instructions of the Issuer to the Trustee together with a certificate of a Responsible Officer of the Issuer, upon which the Trustee may conclusively rely, stating that, after giving effect to such transfers sufficient moneys will be on deposit in the Assessment Area Six Reserve Account to equal or exceed the Assessment Area Six Reserve Requirement.

Upon receipt of Assessment Area Six 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 necessary to record in the official improvement lien book of the District that the Assessment Area Six Special Assessment has been paid in whole or in part and that such Assessment Area Six Special Assessment lien is thereby reduced, or released and extinguished, as the case may be.

The Trustee may conclusively rely on the Issuer's determination of what moneys constitute Prepayments. The Trustee shall calculate the amount available for the extraordinary mandatory redemption of the applicable Assessment Area Six Bonds pursuant to Section 3.01(b)(i) forty-five
(45) days prior to each Quarterly Redemption Date.

[END OF ARTICLE IV]
ARTICLE V
COVENANTS AND DESIGNATIONS OF THE ISSUER

SECTION 5.01. Collection of Assessment Area Six Special Assessments. The Assessment Area Six Special Assessments levied for each full year on platted lots shall be collected pursuant to the uniform method provided for in Sections 197.3632 and 197.3635 Florida Statutes, (the "Uniform Method") unless the District determines that it is in its best interest to collect such Assessment Area Six Special Assessments directly. The Assessment Area Six Special Assessments levied on unplatted lots or lands shall be billed and collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method unless the District determines that it is in its best interest to do so. Prior to an Event of Default, the election to collect and enforce Assessment Area Six Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the District from electing to collect and enforce Assessment Area Six Special Assessments pursuant to any other method permitted by law in any subsequent year. Following any Event of Default, Assessment Area Six Special Assessments levied on platted lots shall be collected pursuant to the Uniform Method and Assessment Area Six Special Assessments levied on unplatted lots or lands shall be billed and collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless the Trustee, acting at the direction of the Majority Holders of the Assessment Area Six Bonds Outstanding, provides written consent/direction to a different method of collection. All Assessment Area Six Special Assessments that are billed and collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such Assessment Area Six Special Assessments shall not be deemed to be delinquent unless and until they are not paid by the applicable Interest Payment Date with respect to which they have been billed. The applicable assessment methodology shall not be materially amended without the written consent of the Majority Holders.

SECTION 5.02.  Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer and the Assessment Area Six Landowner has 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 an Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance.

SECTION 5.03.   Investment of Funds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the 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 Assessment Area Six Special Assessments. In addition, the Issuer covenants not to issue any other Bonds or debt obligations, secured by Special Assessments on the assessable lands within the District that are subject to the Assessment Area Six Special Assessments, until such time as the Assessment Area Six Special Assessments are Substantially Absorbed or the Majority Holders have otherwise consented in writing. The District
shall present the Trustee with a certification that the Assessment Area Six Special Assessments are Substantially Absorbed and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Assessment Area Six Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the Assessment Area Six Special Assessments have not been Substantially Absorbed. Such covenant shall not prohibit the Issuer from issuing refunding Bonds or any Bonds or other obligations secured by Special Assessments levied on District Lands not subject to the Assessment Area Six Special Assessments, or to finance any other capital project that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Assessment Area Six 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 which requires greater than fifty percent of the Owners, shall in each case be deemed to refer to, and shall mean, the Majority Holders..
SECTION 5.06.  Acknowledgement Regarding the Moneys in the Assessment Area Six Acquisition and Construction Accounts Following an Event of Default. In accordance with the provisions of the Assessment Area Six Indenture, the Assessment Area Six Bonds are payable solely from the Assessment Area Six Pledged Revenues and any other moneys held by the Trustee under the Assessment Area Six Indenture for such purpose. Anything in the Assessment Area Six Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, the Assessment Area Six Pledged Revenues include, without limitation, all amounts on deposit in the Assessment Area Six Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, and upon the occurrence of an Event of Default with respect to the Assessment Area Six Bonds, (i) the Assessment Area Six Pledged Revenues may not be used by the Issuer (whether to pay costs of the Assessment Area Six Project or otherwise) without the consent of the Majority Holders and (ii) the Assessment Area Six Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay costs and expenses incurred in connection with the pursuit of remedies under the Assessment Area Six Indenture, provided, however notwithstanding anything herein to the contrary the Trustee is also authorized to utilize the Assessment Area Six Pledged Revenues to pay fees and expenses as provided in Section 10.12 of the Master Indenture.

[END OF ARTICLE V]
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 Assessment Area Six Indenture. The Trustee agrees to act as Paying Agent, Registrar and Authenticating Agent for the Assessment Area Six Bonds.

SECTION 6.02.  Trustee's Duties. The Trustee shall not be responsible in any manner for the due execution of this Sixth Supplemental Trust Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Assessment Area Six Bonds), all of which are made solely by the Issuer. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture.

[END OF ARTICLE VI]
ARTICLE VII EVENT OF DEFAULT

SECTION 7.01.  Event of Default . For purposes of the Assessment Area Six Bonds only, Section 10.02(g) of the Master Indenture shall not apply and instead, the following shall be an "Event of Default" under the Assessment Area Six Indenture: if at any time the amount in the Assessment Area Six Reserve Account is less than the Assessment Area Six Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to pay debt service on the Assessment Area Six Bonds and such amount has not been restored within thirty (30) days of such withdrawal.

[END OF ARTICLE VII]
ARTICLE VIII MISCELLANEOUS PROVISIONS

SECTION 8.01. Interpretation of Sixth Supplemental Trust Indenture. This Sixth Supplemental Trust Indenture amends and supplements the Master Indenture with respect to the Assessment Area Six Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this Sixth Supplemental Trust Indenture by reference. To the maximum extent possible, the Master Indenture and the Sixth Supplemental Trust Indenture shall be read and construed as one document.

SECTION 8.02.  Amendments. Any amendments to this Sixth Supplemental Trust Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture.
SECTION 8.03.  Counterparts. This Sixth 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 8.04.  Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this Sixth Supplemental Trust Indenture are hereby incorporated herein and made a part of this Sixth Supplemental Trust Indenture for all purposes.
SECTION 8.05.   Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Assessment Area Six Bonds or the date fixed for the redemption of any Assessment Area Six 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 8.06.  No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Assessment Area Six Bonds, and no other person is intended to be a third party beneficiary hereof to be entitled to assert or preserve any claim hereunder.

[END OF ARTICLE VIII]

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IN WITNESS WHEREOF, VillaMar Community Development District has caused this Sixth Supplemental Trust Indenture to be executed by the Chair of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary of its Board of Supervisors and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) has caused this Sixth Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written.
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT
[SEAL]

Attest:

By: 	
Name: Warren K. Heath II
By: 	 Title:	Chair, Board of Supervisors Name: Jill Burns
Title:	Secretary, Board of Supervisors

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

By: 	
Name: Scott A. Schuhle Title:	Vice President
EXHIBIT A
DESCRIPTION OF ASSESSMENT AREA SIX PROJECT

The Assessment Area Six Project includes, but is not limited to, the public infrastructure comprising "Development Phase 7" of the following improvements:

Source: Supplemental Engineer's Report for Assessment Area Six dated December 5, 2023, prepared by Wood & Associates Engineering, LLC.

A-1
EXHIBIT B

[FORM OF ASSESSMENT AREA SIX BOND]

R-1	$	

UNITED STATES OF AMERICA STATE OF FLORIDA
CITY OF WINTER HAVEN, FLORIDA VILLAMAR COMMUNITY DEVELOPMENT DISTRICT
SPECIAL ASSESSMENT BOND, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP
	%	May 1, 20  		   , 2024	92715K 	

Registered Owner: CEDE & CO. Principal Amount:
KNOW ALL PERSONS BY THESE PRESENTS that the VillaMar Community Development District (the "Issuer"), for value received, hereby promises to pay to the Registered Owner shown above or registered assigns, on the maturity date set forth 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). Principal of and interest on this Bond are payable by U.S. Bank Trust Company, National Association, in Fort Lauderdale, Florida, as paying agent (said U.S. Bank Trust Company, 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 May 1, 2024, 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 Trust Company, National Association, as Registrar (said U.S. Bank Trust Company, 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 Date"), provided however presentation is not required for payment while the Assessment Area Six 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 May 1, 2024, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record
as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Assessment Area Six Indenture (defined below). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Assessment Area Six Indenture.

THE ASSESSMENT AREA SIX BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE ASSESSMENT AREA SIX PLEDGED REVENUES PLEDGED THEREFOR UNDER THE ASSESSMENT AREA SIX INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF WINTER HAVEN, FLORIDA (THE "CITY"), POLK COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE ASSESSMENT AREA SIX BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE ASSESSMENT AREA SIX INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, ASSESSMENT AREA SIX SPECIAL ASSESSMENTS (AS DEFINED IN THE ASSESSMENT AREA SIX INDENTURE) TO SECURE AND PAY THE ASSESSMENT AREA SIX BONDS. THE ASSESSMENT AREA SIX 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 is one of an authorized issue of Assessment Area Six 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 Nos. O-18-70, O-20-40, O-21-32 and O-22-68, duly enacted by the City Commission of the City on November 26, 2018, October 26, 2020, April 12, 2021 and November 28, 2022, respectively, designated as "VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project)" (the "Assessment Area Six Bonds"), in the aggregate principal amount of 	 and 00/100 Dollars ($	) of like date, tenor and effect, except as to number. The Assessment Area Six Bonds are being issued under authority of the 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 Assessment Area Six Project (as defined in the herein referred to Sixth Supplemental Trust Indenture). The Assessment Area Six Bonds shall be issued as fully registered Assessment Area Six Bonds in Authorized Denominations, as set forth in the Assessment Area Six Indenture. The Assessment Area Six Bonds are issued under and secured by a Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a Sixth Supplemental Trust Indenture dated as of [		] 1, 2024 (the "Sixth Supplemental Trust Indenture" and together with the Master Indenture, the "Assessment Area Six 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 Fort Lauderdale, Florida.

Reference is hereby made to the Assessment Area Six Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Assessment Area Six Bonds issued under the Assessment Area Six Indenture, the operation and application of the
Assessment Area Six Reserve Account within the Reserve Fund and other Funds and Accounts (each as defined in the Assessment Area Six Indenture) charged with and pledged to the payment of the principal of and the interest on the Assessment Area Six Bonds, the levy and the evidencing and certifying for collection, of the Assessment Area Six Special Assessments, the nature and extent of the security for the Assessment Area Six Bonds, the terms and conditions on which the Assessment Area Six Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Assessment Area Six Indenture, the conditions under which such Assessment Area Six Indenture may be amended without the consent of the Registered Owners of the Assessment Area Six Bonds, the conditions under which such Assessment Area Six Indenture may be amended with the consent of the Registered Owners of a majority in aggregate principal amount of the Assessment Area Six Bonds outstanding, and as to other rights and remedies of the Registered Owners of the Assessment Area Six Bonds.

It is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, 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 Assessment Area Six Indenture, except for Assessment Area Six Special Assessments to be assessed and levied by the Issuer as set forth in the Assessment Area Six Indenture.

By the acceptance of this Bond, the Registered Owner hereof assents to all the provisions of the Assessment Area Six Indenture.

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

The Assessment Area Six 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 Assessment Area Six Bonds shall be made on the dates specified below. Upon any redemption of Assessment Area Six Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, 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 Assessment Area Six Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Assessment Area Six 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 Assessment Area Six Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a 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.
Optional Redemption
The Assessment Area Six Bonds maturing after May 1, 20  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 May 1, 20  (less than all Assessment Area Six Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Assessment Area Six 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 Assessment Area Six Optional Redemption Subaccount of the Assessment Area Six Bond Redemption Account. If such optional redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

Extraordinary Mandatory Redemption in Whole or in Part

The Assessment Area Six 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 Assessment Area Six Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Assessment Area Six Prepayment Principal deposited into the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account following the payment in whole or in part of Assessment Area Six Special Assessments on any assessable property within Assessment Area Six in accordance with the provisions of Section 4.05(a) of the Sixth Supplemental Trust Indenture, together with any excess moneys transferred by the Trustee from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount as a result of such Prepayment and pursuant to Sections 4.01(f) and 4.05(a) of the Sixth Supplemental Trust Indenture. If such redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

from moneys, if any, on deposit in the Funds, Accounts and subaccounts held by the Trustee under the Sixth Supplemental Trust Indenture (other than the Assessment Area Six Rebate Fund and the Assessment Area Six Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Assessment Area Six 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 Assessment Area Six Acquisition and Construction Account in accordance with the provisions of the Sixth Supplemental Trust Indenture, not otherwise reserved to complete the Assessment Area Six Project and transferred to the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of Section 4.01(a) of the Sixth Supplemental Trust Indenture, as a result of the reduction of the Assessment Area
Six Reserve Requirement. If such redemption shall be in part, the Issuer shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

Mandatory Sinking Fund Redemption
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount

* Maturity.
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount

* Maturity
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund
Redemption Amount	Year
Mandatory Sinking Fund Redemption Amount

* Maturity

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

Notice of each redemption of the Assessment Area Six Bonds is required to be sent by Electronic Means or 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 Assessment Area Six 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 Assessment Area Six Bonds issued under the Assessment Area Six 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 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 Assessment Area Six Indenture, the Assessment Area Six 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 Assessment Area Six Bonds or such portions thereof on such date, interest on such Assessment Area Six Bonds or such portions thereof so called for redemption shall cease to accrue, such Assessment Area Six Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Assessment Area Six Indenture and the Registered Owners thereof shall have no rights in respect of such Assessment Area Six 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 Assessment Area Six 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 Registered Owner of this Bond shall have no right to enforce the provisions of the Assessment Area Six Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Assessment Area Six Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Assessment Area Six Indenture.
In certain events, on the conditions, in the manner and with the effect set forth in the Assessment Area Six Indenture, the principal of all the Assessment Area Six Bonds then Outstanding under the Assessment Area Six 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 Assessment Area Six Indenture or of any Assessment Area Six Indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Assessment Area Six 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 shall 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 Government Obligations (as defined in the Master Indenture) sufficient to pay the principal or Redemption Price of any the Assessment Area Six Bonds becoming due at maturity or by call for redemption in the manner set forth in the Assessment Area Six Indenture, together with the interest accrued to the due date or date of redemption as applicable, the lien of such Assessment Area Six Bonds as to the trust estate with respect to the Assessment Area Six Bonds shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Assessment Area Six Indenture.

This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.
This Bond shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as this Bond is held in book-entry-only form Cede & Co. shall be considered the Registered Owner for all purposes hereof, including the payment of the principal of and interest on this Bond. Payment to Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC, the Issuer or the Trustee.

The Issuer shall keep books for the registration of the Assessment Area Six Bonds at the designated corporate trust office of the Registrar in Fort Lauderdale, Florida. Subject to the restrictions contained in the Assessment Area Six Indenture, and except when the Assessment Area Six Bonds are registered in book-entry-only form, the Assessment Area Six Bonds may be transferred or exchanged by the Registered Owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Assessment Area Six Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond or Assessment Area Six Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the
Assessment Area Six 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 Assessment Area Six Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Assessment Area Six Bond during a period beginning at the opening of fifteen (15) days before the day of mailing of a notice of redemption of Assessment Area Six Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Assessment Area Six Bond so selected for redemption in whole or in part.

The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue, and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such Registered Owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.

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

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Assessment Area Six 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 Assessment Area Six Indenture, of the certificate of authentication endorsed hereon.

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IN WITNESS WHEREOF, VillaMar Community Development District has caused this Bond to be signed by the manual signature of the Chair of its Board of Supervisors and a manual seal to be imprinted hereon, and attested by the manual signature of the Secretary of its Board of Supervisors, all as of the date hereof.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By: 	
Secretary, Board of Supervisors

By: 	
Chair, Board of Supervisors
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Assessment Area Six Bonds delivered pursuant to the within mentioned Assessment Area Six Indenture.
Date of Authentication: 	   , 2024

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: 	
Authorized Signatory
STATEMENT OF VALIDATION
This Bond is one of a series of Bonds which were validated by judgments of the Circuit Court of the Tenth Judicial Circuit of Florida, in and for Hardee, Highlands and Polk Counties, rendered on the 14th day of February, 2019, the 6th day of December 2021 and the 10th day of April, 2023.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

(SEAL)

Attest:

By: 	
Secretary, Board of Supervisors
By: 	
Chair, Board of Supervisors
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

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

UNIFORM TRANSFER MIN ACT -		 Custodian 	
(Cust)	(Minor)
Under Uniform Transfer to Minors Act	
(State)

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

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto

(please print or typewrite name and address of assignee)

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

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

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company
NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.
EXHIBIT C FORMS OF REQUISITIONS
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)

(Assessment Area Six Acquisition and Construction Account)

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 Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, dated as of June 1, 2019 as supplemented by that certain Sixth Supplemental Trust Indenture dated as of [	] 1, 2024 (collectively, the "Assessment Area Six Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Assessment Area Six Indenture):

Requisition Number:

Identify Acquisition Agreement, if applicable;

Name of Payee 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:

Assessment Area Six 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 and have not previously been paid;
each disbursement set forth above is a proper charge against the Assessment Area Six Acquisition and Construction Account; and
each disbursement set forth above was incurred in connection with the Costs of the Assessment Area Six 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.
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 or on file with the District are copies of the invoice(s) or applicable contracts from the vendor of the property acquired or the services rendered, as well as applicable conveyance instruments (e.g. deed(s), bill(s) of sale, easement(s), etc.) 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 from the Assessment Area Six Acquisition and Construction Account is for a Cost of the Assessment Area Six Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Assessment Area Six Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modified on the date hereof.

The Consulting Engineer further certifies and agrees that for any acquisition: (a) the portion of the Assessment Area Six Project that is the subject of this requisition is complete, and (b) the purchase price to be paid by the District for the portion of the Assessment Area Six Project to be acquired with this disbursement is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual cost of construction of such improvements.

Consulting Engineer

Date:	
FORMS OF REQUISITIONS
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)
(Costs of Issuance)
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 Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee, dated as of June 1, 2019, as supplemented by that certain Sixth Supplemental Trust Indenture dated as of [	] 1, 2024 (collectively, the "Assessment Area Six Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Assessment Area Six Indenture):

Requisition Number:

Amount Payable:

Purpose for which paid or incurred: Costs of Issuance
Fund or Account and subaccount, if any, from which disbursement to be made:

Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund
The undersigned hereby certifies that:

this requisition is for Costs of Issuance payable from the Assessment Area Six Costs of Issuance Account that have not previously been paid;

each disbursement set forth above is a proper charge against the Assessment Area Six Costs of Issuance Account;

each disbursement set forth above was incurred in connection with the issuance of the Assessment Area Six Bonds; and

each disbursement represents a cost of issuance which has not previously been paid.
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
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 or on file with the District are copies of the invoice(s) from the vendor of the services rendered, with respect to which disbursement is hereby requested.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By: 	
Responsible Officer

Date: 	
EXHIBIT D
FORM OF INVESTOR LETTER

[Date]

FMSbonds, Inc.
20660 W. Dixie Highway North Miami Beach, FL 33180

Re:	$	 VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project)

Ladies and Gentlemen:
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 [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 with the purchase of the Investor Bonds.

The Investor meets the criteria of an "accredited investor" as described in one or more of the categories derived from Rule 501(a) under Regulation D of the Securities Act of 1933, as amended (the "Securities Act") summarized below, 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:

a bank, registered broker, dealer or investment adviser (or investment adviser exempt from registration under Section 203(l) or (m) within the meaning of the Investment Advisers Act of 1940), insurance company, registered investment company, business development company, small business investment company; or rural business investment company;

an employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the employee benefit plan has total assets in excess of $5 million;

an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust partnership, or
limited liability company, not formed for the specific purpose of acquiring the Investor Bonds 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 or spousal equivalent, 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 or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;

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;

an entity, of a type other than those set forth above, that owns investments in excess of $5,000,000 and that was not formed for the specific purpose of acquiring the Investor Bonds;

a natural person holding in good standing one or more professional certifications or designations or credentials from a designated accredited educational institution qualifying an individual for "accredited investor" status;
a "family office" with at least $5,000,000 in assets under management, that was not formed for the specific purpose of acquiring the Investor Bonds, and whose prospective investment is directed by a person capable of evaluating the merits and risks of the prospective investment; or
a "family client" of a family office described in the prior bullet point whose prospective investment is directed by that family office.
The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated [	]  , 2024, of the Issuer and relating to the Bonds (the "Offering Document") and has reviewed the Offering Document 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 of Entity]

By: 	
Name:
Title:
Date:

or

[Name], an Individual
EXHIBIT B

FORM OF BOND PURCHASE CONTRACT

B-1

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

$[	]
SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)

Board of Supervisors
BOND PURCHASE CONTRACT

[	], 2024
VillaMar Community Development District City of Winter Haven, Florida

Dear Board of Supervisors:
FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with VillaMar Community Development District (the "District"). The District is located within the incorporated municipal boundaries of the City of Winter Haven, Florida (the "City"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at 4:00 P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (as hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statements attached hereto as Exhibit A.

	Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of its $[		] aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds"). The Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto. The purchase price for the Assessment Area Six Bonds shall be $[	] (representing the $[	] aggregate principal amount of the Assessment Area Six Bonds, [plus/less net original issue premium/discount of $[	] and] less an underwriter's discount of $[	]). The payment for and delivery of the Bonds and the other actions contemplated hereby to take place at the Closing Date (as hereinafter defined) being hereinafter referred to as the "Closing."

The Bonds. The Bonds are to be issued by the District, a local unit of special- purpose government of the State of Florida (the "State"), created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (the
"Act"), and by Ordinance Nos. O-18-70, O-20-40, O-21-32, and O-22-68 duly enacted by the City Commission of the City on November 26, 2018, October 26, 2020, April 12, 2021, and November 28, 2022, respectively (the "Ordinance"). The Assessment Area Six Bonds are being issued pursuant to the Act and secured pursuant to the provisions of a Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a Sixth Supplemental Trust Indenture dated as of [	] 1, 2024 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and Resolution Nos. 2019-24, 2021-08, 2023-02, and 2024-[ ] adopted by the Board of Supervisors (the "Board") of the District on December 5, 2018, March 2, 2021, January 11, 2023, and [December 5], 2023, respectively (collectively, the "Bond Resolution"). The Assessment Area Six Special Assessments, the revenues from which constitute the Assessment Area Six Pledged Revenues, have been, or will be prior to the time of Closing, levied by the District on the lands within the District specially benefited by the Assessment Area Six Project pursuant to the Assessment Resolutions (as such terms are defined in the Indenture).

Limited Offering; Establishment of Issue Price. It shall be a condition to the District's obligation to sell and to deliver the Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Bonds, that the entire principal amount of the Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 8(c) hereof.
The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in a form reasonably satisfactory to Bond Counsel, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

Except as otherwise indicated in Exhibit B, the District will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity, the Underwriter agrees to promptly report to the District the prices at which the Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Issuer or bond counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
The Underwriter confirms that it has offered the Bonds to accredited investors constituting the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

the close of the fifth (5th) business day after the sale date; or

the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter confirms that:
any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third- party distribution agreement, as applicable:

(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,

to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.

The District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds.

The Underwriter acknowledges that sales of any Bond to any person that is a related party to an Underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:

"public" means any person other than an underwriter or a related
party,

"underwriter" means (A) any person that agrees pursuant to a written
contract with the District (or with the Underwriter to form an underwriting
syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),

a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and

"sale date" means the date of execution of this Purchase Contract by all parties.

	Use of Documents. Prior to the date hereof, the District has caused to be prepared and provided to the Underwriter the Preliminary Limited Offering Memorandum, dated [	], 2024 (the "Preliminary Limited Offering Memorandum"), of the District, relating to the Bonds that the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") in connection with the limited offering of the Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the use of the Preliminary Limited Offering Memorandum by the Underwriter. The District shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof but not later than the Closing Date (as hereinafter defined) and in sufficient time to accompany any confirmation that requests payment from any customer such number of copies of the final Limited Offering Memorandum (the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda") as the Underwriter shall reasonably request to comply with the requirements of the Rule and all applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"). The Underwriter agrees to file the Limited Offering Memorandum with the MSRB not later than two (2) business days after the Closing Date. The Underwriter agrees that it will not confirm the sale of any Bonds unless a final written confirmation of sale is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum. The District hereby approves the circulation and use by the Underwriter of the Limited Offering Memoranda with respect to the Bonds.

Definitions. For purposes hereof, (a) this Purchase Contract, the Bonds, the Indenture, the Continuing Disclosure Agreement to be dated as of the Closing Date, by and among the District and VMAR DEV, LLC, a Florida limited liability company (the "Assessment Area Six Landowner"), and Governmental Management Services – Central Florida, LLC, as dissemination
agent (the "Dissemination Agent"), the Trustee and the District Manager in substantially the form attached to the Preliminary Limited Offering Memorandum as APPENDIX D thereto (the "Disclosure Agreement") and the DTC Blanket Issuer Letter of Representations entered into by the District are referred to herein collectively as the "Financing Documents" and (b) the Agreement Regarding the Completion of Certain Improvements by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Completion Agreement"), the Agreement Regarding the Acquisition of Work Product, Improvements, and Real Property by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Acquisition Agreement"), the Collateral Assignment and Assumption of Development Rights Relating to the Assessment Area Six Project by and between the District and the Assessment Area Six Landowner dated as of the Closing Date in recordable form (the "Collateral Assignment"), and the Agreement Regarding True-Up by and between the District and the Assessment Area Six Landowner dated as of the Closing Date in recordable form (the "True-Up Agreement") are collectively referred to herein as the "Ancillary Agreements."

Representations, Warranties and Agreements. The District hereby represents, warrants and agrees as follows:

The Board is the governing body of the District and the District is and will be on the Closing Date duly organized and validly existing as a unit of special-purpose government created pursuant to the Constitution and laws of the State, including, without limitation, the Act;

The District has full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Resolutions; (ii) enter into the Financing Documents and Ancillary Agreements; (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Bonds for the purposes described in the Limited Offering Memoranda; (v) authorize and acknowledge the use of the Limited Offering Memoranda and authorize the execution of the Limited Offering Memorandum; and (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements, and the Limited Offering Memoranda. The District has complied, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Bond Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements and the Bonds;

At meetings of the Board that were duly called and noticed and at which a quorum was present and acting throughout, the Board duly adopted the Bond Resolution and the Assessment Resolutions, and the same are in full force and effect and have not been supplemented, amended, modified or repealed, except as set forth therein. By all necessary official Board action, the District has duly authorized and approved the use and delivery of the Preliminary Limited Offering Memorandum and the execution and delivery of the Financing Documents, the Ancillary Agreements, the Bonds and the Limited Offering Memorandum, has duly authorized and approved the performance by the District of the obligations on its part contained in the Financing Documents, the Ancillary Agreements and the Bonds and the consummation by it of all other transactions contemplated by this Purchase Contract and the Limited Offering Memoranda in connection with the issuance
of the Bonds. Upon execution and delivery by the District and the Trustee (and assuming the due authorization, execution and delivery of the Indenture by the Trustee), the Indenture will constitute a legal, valid and binding obligation of the District, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Upon execution by the District and the other parties thereto (and assuming the due authorization, execution and delivery of such agreements by the other parties thereto) the Financing Documents and the Ancillary Agreements will constitute the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms; subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

Except as may be expressly disclosed in the Preliminary Limited Offering Memorandum, the District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or, to the best of its knowledge, administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of its knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Bonds, the Financing Documents, the Ancillary Agreements and the Limited Offering Memorandum, the approval of the delivery of the Preliminary Limited Offering Memorandum, and the adoption of the Bond Resolution and the Assessment Resolutions, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision, or law, or, to the best of its knowledge, any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Resolutions, the Bonds and the Indenture. To the best of its knowledge, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Bonds, the Financing Documents or the Ancillary Agreements;

All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization by, or which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the District of its obligations, to issue the Bonds, or under the Bonds, the Bond Resolution, the Assessment Resolutions, Financing Documents or the Ancillary Agreements have been duly obtained, except for such approvals, consents and orders as
may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds;

The descriptions of the Bonds, the Financing Documents, the Ancillary Agreements and the Assessment Area Six Project to the extent referred to in the Limited Offering Memoranda, conform in all material respects to the Bonds, the Financing Documents, the Ancillary Agreements and the Assessment Area Six Project, respectively;

The Bonds, when issued, executed and delivered in accordance with the Indenture and when sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture and upon such issuance, execution and delivery of the Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and first lien on the Assessment Area Six Pledged Revenues. On the Closing Date, all conditions precedent to the issuance of the Bonds set forth in the Indenture will have been complied with or fulfilled;

As of the date hereof, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memoranda or the collection of the Assessment Area Six Special Assessments or the pledge of and lien on the Assessment Area Six Pledged Revenues, pursuant to the Indenture; (iii) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Bonds, or the authorization of the Assessment Area Six Project, the Bond Resolution, the Assessment Resolutions, the Financing Documents and Ancillary Agreements to which the District is a party, or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memoranda; (iv) contesting the federal tax status of the Bonds; or (v) contesting the completeness or accuracy of the Limited Offering Memoranda or any supplement or amendment thereto;

To the extent applicable, the District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial limited offering and distribution of the Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer;
As of its date (unless an event occurs of the nature described in paragraph
(1) of this Section 6) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than Permitted Omissions) and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE ASSESSMENT AREA  SIX  LANDOWNER,"  "TAX  MATTERS,"  "SUITABILITY  FOR
INVESTMENT," "LITIGATION – The Assessment Area Six Landowner" and "UNDERWRITING";

If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (1) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will be accurate in all material respects for the purposes for which their use is authorized and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE ASSESSMENT AREA SIX LANDOWNER," "TAX MATTERS," "SUITABILITY FOR
INVESTMENT," "LITIGATION – The Assessment Area Six Landowner" and "UNDERWRITING";

If between the date of this Purchase Contract and the earlier of (i) the date that is ninety (90) days from the end of the "Underwriting Period" as defined in the Rule, or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access system (but in no event less than twenty- five (25) days following the end of the Underwriting Period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense (unless such supplement or amendment is the direct result of information provided by the Assessment Area Six Landowner or Underwriter, then at the expense of said relevant person) supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the Underwriting Period shall be the next business day after the Closing Date;
Since its inception, there has been no material adverse change in the properties, businesses, results of operations, prospects, management or financial or other condition of the District, except as disclosed in the Limited Offering Memoranda, and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution, the Assessment Resolutions, the Bonds, the Financing Documents or the Ancillary Agreements, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memoranda;

The District has not and is not now in default in the payment of the principal of or the interest on any governmental security issued or guaranteed by it after December 31, 1975 which would require the disclosure pursuant to Section 517.051, Florida Statutes or Rule 69W-400.003 of the Florida Department of Financial Services;
Except as may be disclosed in the Preliminary Limited Offering Memorandum, the District has never failed to comply with any continuing disclosure obligations undertaken by the District in accordance with the continuing disclosure requirements of the Rule;
Any certificate signed by any official of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein; and

From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Bonds), notes or other obligations payable from the Assessment Area Six Pledged Revenues.
Closing. At 10:00 a.m. prevailing time on [	], 2024 (the "Closing Date") or at such later time as may be mutually agreed upon by the District and the Underwriter, the District will, subject to the terms and conditions hereof, deliver to the Underwriter, the Bonds in definitive book-entry only form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry only form, with one bond for each maturity, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.

Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the District contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to
pay for the Bonds are conditioned upon the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and are also subject to the following additional conditions:
The representations and warranties of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date;

At the time of the Closing, the Bond Resolution, the Assessment Resolutions, the Bonds, the Financing Documents and the Ancillary Agreements shall each be in full force and effect in accordance with their respective terms and the Bond Resolution, the Assessment Resolutions, the Indenture and the Limited Offering Memoranda shall not have been supplemented, amended, modified or repealed, except in any such case as may have been agreed to by the Underwriter;

At or prior to the Closing Date, the Underwriter and the District shall have received each of the following:

The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chairperson of the Board or such other authorized member of the Board;
A copy of each of the Bond Resolution and the Assessment Resolutions certified by the Secretary or an Assistant Secretary of the Board under seal as having been duly adopted by the Board of the District and as being in full force and effect;
Executed copies of each of the Financing Documents and Ancillary Agreements in form and substance acceptable to the Underwriter and Underwriter's counsel;

The opinion, dated as of the Closing Date and addressed to the District, of Greenberg Traurig, P.A., Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as APPENDIX C or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel, together with a letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to them;

The supplemental opinion, dated as of the Closing Date and addressed to the Underwriter, of Greenberg Traurig, P.A., Bond Counsel, in the form annexed as Exhibit C hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;

The opinion, dated as of the Closing Date and addressed to the District, the Underwriter and the Trustee of Kilinski | Van Wyk PLLC, counsel to
the District, in the form annexed as Exhibit D hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;

An opinion, dated as of the Closing Date and addressed to the Underwriter, Underwriter's Counsel, the District and Bond Counsel, of counsel to the Trustee, in form and substance acceptable to Bond Counsel, Underwriter, Underwriter's Counsel, and the District;

A customary authorization and incumbency certificate, dated as of the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter and Underwriter's Counsel;
The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter, of Straughn & Turner, P.A., counsel to the Assessment Area Six Landowner, in the form annexed as Exhibit E hereto or in form and substance otherwise acceptable to the Underwriter and Underwriter's counsel;

A certificate of the Assessment Area Six Landowner dated as of the Closing Date, in the form annexed as Exhibit F hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;

A copy of the Ordinance;

A certificate, dated as of the Closing Date, signed by the Chairperson or Vice-Chairperson and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to be performed hereunder as of the Closing Date; (iii) except as may be disclosed in the Limited Offering Memorandum, the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District; (iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Assessment Area Six Special Assessments as described in the Indenture; and (v) the Limited Offering Memoranda (other than the information under the captions "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE ASSESSMENT AREA  SIX  LANDOWNER,"  "TAX  MATTERS,"  "SUITABILITY  FOR
INVESTMENT," "LITIGATION – The Assessment Area Six Landowner" and "UNDERWRITING," as to which no view need be expressed) as of their respective dates, and as of the date hereof, do not contain any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memoranda are to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;
A customary signature and no litigation certificate, dated as of the Closing Date, signed on behalf of the District by the Chairperson or Vice- Chairperson and Secretary or an Assistant Secretary of the Board in form and substance acceptable to the Underwriter and Underwriter's Counsel;

Evidence of compliance by the District with the requirements of Section 189.051, Florida Statutes;

Executed copies of the District's certification as to arbitrage and other matters relative to the tax status of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended;
Executed copy of Internal Revenue Service Form 8038-G relating to the Bonds;
A certificate of the District's consulting engineer, dated as of the Closing Date, in the form annexed as Exhibit G hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;

A certificate of the District manager and methodology consultant in the form annexed as Exhibit H hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;
A certificate of the District whereby the District deemed the Preliminary Limited Offering Memorandum final for purposes of the Rule as of the date of the Preliminary Limited Offering Memorandum except for the Permitted Omissions;
To the extent required under the Indenture, an investor letter from each initial beneficial owner of the Bonds in the form attached to the Indenture;
Such additional documents as may be required by the Indenture to be delivered as a condition precedent to the issuance of either Series of the Bonds;
Evidence of compliance by the District with the requirements of Section 215.84, Florida Statutes;
A certified copy of the final judgment of the Circuit Court in and for Polk County Florida validating the Bonds and appropriate certificate of no-appeal;
A copy of the [Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8)], dated [January 3, 2023], as supplemented by the [Supplemental Assessment Methodology for Assessment Area Six] dated the date hereof, as the same may be amended and supplemented from time to time, relating to the Bonds;

A copy of the Amended and Restated Engineer's Report for Capital Improvements dated [December 15, 2022], as amended by the [Amendment to the
Amended and Restated Engineer's Report for Capital Improvements] dated [	, 2023] (collectively, the "Engineer's Report");

Acknowledgments in recordable form by all mortgage holders on lands within Assessment Area Six Area as to the superior lien of the Assessment Area Six Special Assessments, in form and substance acceptable to the Underwriter and Underwriter's Counsel;

A Declaration of Consent to Jurisdiction of the District, Imposition of Special Assessments and Imposition of Lien of Record by the Assessment Area Six Landowner and any other landowners with respect to all real property which is subject to the Assessment Area Six Special Assessments, in recordable form and otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;

Evidence acceptable to the Underwriter in its sole discretion that the District has engaged a dissemination agent acceptable to the Underwriter (the "Dissemination Agent") for the Bonds;
A certificate of the Dissemination Agent (i) acknowledging its agreement to serve as the initial Dissemination Agent for the District and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreements (ii) representing that the Dissemination Agent is aware of the continuing disclosure requirements set forth in the Continuing Disclosure Agreements and the Rule and that it has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreements, and (iii) covenanting to comply with its obligations under the Disclosure Agreements; and

Such additional legal opinions, certificates, instruments and other documents as, the Underwriter, Underwriter's Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the District's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memoranda and the due performance or satisfaction by the District and the Assessment Area Six Landowner on or prior to the Closing of all the agreements then to be performed and conditions then to be satisfied by each.

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.
Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the District in writing of its election to do so if, after the execution hereof and prior to the Closing: (i) legislation shall have been introduced in or enacted by the Congress of the United States or enacted by the State, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such committee, by any member thereof, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been issued by the Treasury Department of the United States, or the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Bonds, which may have the purpose or effect, directly or indirectly, of materially and adversely affecting the tax exempt status of the District, its property or income, its securities (including either Series of the Bonds) or the interest thereon, or any tax exemption granted or authorized by the State or, which in the reasonable opinion of the Underwriter, affects materially and adversely the market for either Series of the Bonds, or the market price generally of obligations of the general character of the Bonds; (ii) the District or the Assessment Area Six Landowner have, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District or the Assessment Area Six Landowner, other than in the ordinary course of their respective business; (iii) any event shall have occurred or shall exist which, in the reasonable opinion of the Underwriter, would or might cause the information contained in the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) the District fails to adopt the Assessment Resolutions or fails to perform any action to be performed by it in connection with the levy of the Assessment Area Six Special Assessments.

Expenses.

The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including, but not limited to: (i) the cost of the preparation and distribution of the Indenture; (ii) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (iii) the cost of registering the Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Bonds; (iv) the fees and disbursements of counsel to the District, the
District Manager, the Dissemination Agent, Bond Counsel, the Underwriter, Underwriter's Counsel, the District's methodology consultant, the District Engineer, and any other experts or consultants retained by the District; and (v) the cost of recording in the Official Records of the County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. It is anticipated that such expenses shall be paid from the proceeds of the Bonds. The District shall submit for recording all documents required to be provided in recordable form hereunder within three business days after the Closing Date, which obligation shall survive the Closing.

The Underwriter agrees to pay all advertising expenses in connection with the Bonds, if any.

No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection with such transaction and with the discussions, undertakings and processes leading up to such transaction, the Underwriter is and has been acting solely as a principal and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)), agent or a fiduciary of the District, (iii) the Underwriter has not assumed an advisory or a fiduciary responsibility in favor of the District with respect to the limited offering of the Bonds or the discussions, undertakings and process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided or is currently advising or providing services to the District on other matters) or any other obligation to the District except the obligations expressly set forth in this Agreement, (iv) the Underwriter has financial and other interests that differ from those of the District, (v) the District has consulted with its own legal and financial advisors to the extent it deemed appropriate in connection with the offering of the Bonds, and (vi) the Underwriter has provided to the District prior disclosures under Rule G-17 of the MSRB, which have been received by the District.

Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to the District Manager at Governmental Management Services – Central Florida, LLC, 219 E. Livingston Street, Orlando, Florida 32801, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to FMSbonds, Inc., 20660 W. Dixie Highway, North Miami Beach, Florida 33180, Attention: Jon Kessler.

Parties in Interest; Survival of Representations. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect and survive the closing on the Bonds, regardless of: (i) any investigations made by or on behalf of the Underwriter and (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract.

Effectiveness. This Purchase Contract shall become effective upon the execution by the appropriate officials of the District and shall be valid and enforceable at the time of such
acceptance. To the extent of any conflict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern.

Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.

Amendment. No modification, alteration or amendment to this Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.
Governing Law. This Purchase Contract shall be governed and construed in accordance with the laws of the State.
Counterparts; Facsimile; PDF. This Purchase Contract may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatures upon the same instrument. Facsimile and pdf signatures shall be deemed originals.

[Signature page follows.]
Very truly yours,

FMSBONDS, INC.

By: 	
Theodore A. Swinarski,
Senior Vice President – Trading

Accepted and agreed to this
	 day of 	, 2024.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By: 	
Warren "Rennie" Heath II, Chair Board of Supervisors
EXHIBIT A

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

[	], 2024

VillaMar Community Development District City of Winter Haven, Florida
Re: $[	] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds")
Dear Board of Supervisors:

Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above-referenced Bonds, FMSbonds, Inc. (the "Underwriter"), having purchased the Bonds pursuant to a Bond Purchase Contract dated [	], 2024 (the "Bond Purchase Contract"), by and between the Underwriter and VillaMar Community Development District (the "District"), furnishes the following information in connection with the limited offering and sale of the Bonds. Capitalized terms used and not defined herein shall have the meanings given to them under the Bond Purchase Contract.

The total underwriting discount paid to the Underwriter pursuant to the Bond Purchase Contract for the Bonds is approximately $[	] per $1,000.00 or
$[	].

There are no "finders" as such term is used in Sections 218.385 and 218.386, Florida Statutes, in connection with the issuance of the Bonds.

The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Bonds are set forth in Schedule I attached hereto.

The management fee charged by the Underwriter is: $0/$1,000 or $0.
Any other fee, bonus or other compensation estimated to be paid by the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter is as follows: None. GrayRobinson, P.A. has been retained as counsel to the Underwriter and will be compensated by the District.

Pursuant to the provisions of Sections 218.385(2) and (3), Florida Statutes, as amended, the following truth-in-bonding statements are made with respect to the Bonds.
The address of the Underwriter is:
FMSbonds, Inc.
20660 W. Dixie Highway
North Miami Beach, Florida 33180

The District is proposing to issue $[		] aggregate amount of the Bonds 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 Assessment Area Six Project, (ii) funding a deposit to the Assessment Area Six Reserve Account in the amount equal to the Assessment Area Six Reserve Requirement, (iii) paying a portion of the interest coming due on the Bonds, and (iv) paying the costs of issuance of the Bonds. This debt or obligation is expected to be repaid over a period of approximately [			] ( ) years, [	] ( ) months, and [	] ( ) days. [There shall be no more than thirty (30) principal installments.] At a net interest cost of approximately [	]% for the Bonds, total interest paid over the life of the Bonds will be $[	].

The source of repayment for the Bonds is the Assessment Area Six Special Assessments, imposed and collected by the District. Based solely upon the assumptions set forth in the paragraph above, the issuance of the Bonds will result in approximately $[	] (representing the average annual debt service payments due on the Bonds) of the District's special assessment revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Bonds were not issued, the District would not be entitled to impose and collect the Assessment Area Six Special Assessments in the amount of the principal of and interest to be paid on the Bonds.

[Remainder of page intentionally left blank.]
Sincerely,

FMSBONDS, INC.

By:	 Theodore A. Swinarski,
Senior Vice President - Trading
SCHEDULE I

Expense	Amount
DALCOMP	$[	]
Clearance CUSIP DTC
FINRA/SIPC MSRB
Electronic Orders
TOTAL:	$[	]
EXHIBIT B TERMS OF BONDS
Purchase Price: $[	] (representing the $[	] aggregate principal amount of the Assessment Area Six Bonds, [plus/less net original issue premium/discount of
$[	] and] less an underwriter's discount of $[	])

Principal Amounts, Maturities, Interest Rates, Yields, and Prices:

Assessment Area Six Bonds

Interest
Amount	Maturity	Rate	Yield	Price

[*Yield calculated to the first optional call date of 	, 20  .]

The Underwriter has offered the Assessment Area Six Bonds to the public on or before the date of this Purchase Contract at the initial offering prices set forth herein and has sold at least 10% of each maturity of the Assessment Area Six Bonds to the public at a price that is no higher than such initial offering prices[, except for the following maturities: 	].

Redemption Provisions: Optional Redemption
The Assessment Area Six Bonds maturing after May 1, 20  may, at the option of the District be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Assessment Area Six Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Assessment Area Six 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 Assessment Area Six Optional Redemption Subaccount of the Assessment Area Six Bond Redemption Account. If such optional redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

Mandatory Sinking Fund Redemption
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity

The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity

The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity

Upon any redemption of Assessment Area Six Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, the District 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 Assessment Area Six Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Assessment Area Six 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 Assessment Area Six Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a 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.
Extraordinary Mandatory Redemption
The Assessment Area Six Bonds are subject to extraordinary mandatory redemption prior to maturity by the District 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 Assessment Area Six Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Assessment Area Six Prepayment Principal deposited into the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account following the payment in whole or in part of Assessment Area Six Special Assessments on any assessable property within Assessment Area Six in accordance with the provisions of the Supplemental Indenture, together with any excess moneys transferred by the Trustee from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount as a result of such Prepayment and pursuant to the Supplemental Indenture. If such redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

from moneys, if any, on deposit in the Funds, Accounts and subaccounts held by the Trustee under the Supplemental Indenture (other than the Assessment Area Six Rebate Fund and the Assessment Area Six Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Assessment Area Six 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 Assessment Area Six Acquisition and Construction Account in accordance with the provisions of the Supplemental Indenture, not otherwise reserved to complete the Assessment Area Six Project and transferred to the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of the Supplemental Indenture, as a result of the reduction of the Assessment Area Six Reserve Requirement. If such redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

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

BOND COUNSEL'S SUPPLEMENTAL OPINION

[	], 2024

VillaMar Community Development District City of Winter Haven, Florida
FMSbonds, Inc.
North Miami Beach, Florida
Re:	$[	] VillaMar Community Development District (City of Winter Haven, Florida) Special Assessment Bonds, Series 2024 (Assessment Area Six Project)
Ladies and Gentlemen:

We have acted as Bond Counsel to the VillaMar Community Development District (the "District"), a community development district established and existing pursuant to Chapter 190 of the Florida Statutes, as amended (the "Act"), in connection with the issuance by the District of its
$[	] aggregate principal amount of Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds"). In such capacity, we have rendered our final approving opinion (the "Opinion") of even date herewith relating to the Assessment Area Six Bonds. The Assessment Area Six Bonds are secured pursuant to that certain Master Trust Indenture, dated as of June 1, 2019 (the "Master Indenture"), as supplemented by that certain Sixth Supplemental Trust Indenture, dated as of [	] 1, 2024 (the "Supplemental Indenture" and, together with the Master Indenture, the "Assessment Area Six Indenture") each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee").

In connection with the rendering of the Opinion, we have reviewed records of the acts taken by the District in connection with the authorization, sale and issuance of the Assessment Area Six Bonds, were present at various meetings and participated in various discussions in connection therewith and have reviewed such other documents, records and other instruments as we deem necessary to deliver this opinion.

The District has entered into a Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), for the purchase of the Assessment Area Six Bonds. Capitalized words used, but not defined, herein shall have the meanings ascribed thereto in the Purchase Contract.

Based upon the forgoing, we are of the opinion that:

The sale of the Assessment Area Six Bonds by the District is not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided in Section 3(a)(2) of the Securities Act.
The Assessment Area Six Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

The information in the Limited Offering Memoranda under the captions "INTRODUCTION," "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS," and "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX
BONDS" insofar as such statements constitute descriptions of the Assessment Area Six Bonds or the Assessment Area Six Indenture, are accurate as to the matters set forth or documents described therein (provided, we express no opinion with respect to any financial, statistical and demographic information and information under the caption "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS - Book-Entry Only System," and any other information in the Limited Offering Memoranda concerning DTC and its book-entry system of registration), and the information under the captions "TAX MATTERS" and "AGREEMENT BY THE STATE" are correct as to matters of law.

This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and FMSbonds, Inc. (the "Underwriter") in connection with the Assessment Area Six Bonds or by virtue of this letter. This letter is delivered to the Underwriter solely for its benefit as Underwriter and may not be used, circulated, quoted or otherwise referred to or relied upon by the Underwriter for any other purpose or by any other person other than the addressee hereto. This letter is not intended to, and may not be, relied upon by holders of the Assessment Area Six Bonds.

Very truly yours,
EXHIBIT D

ISSUER'S COUNSEL'S OPINION

[	], 2024

VillaMar Community Development District City of Winter Haven, Florida
FMSbonds, Inc.
North Miami Beach, Florida

U.S. Bank Trust Company, National Association, as Trustee Fort Lauderdale, Florida
(solely for reliance upon Sections C.1., C.2. and C.3.)

Re:	$[	] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project)

Ladies and Gentlemen:

We serve as counsel to the VillaMar Community Development District (the "District"), a local unit of special-purpose government established pursuant to the laws of the State of Florida, in connection with the sale by the District of its $[	] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds"). This letter is delivered to you pursuant to Sections 3.01(2) and 3.01(3), of the Master Indenture (defined below), Section 2.09(c) of the Supplemental Trust Indenture (defined below), and Section 8(c)(6) of the Bond Purchase Contract (referenced below), and is effective as of the date first written above. Each capitalized term not otherwise defined herein has the meaning given to it in the Indenture (defined herein).

DOCUMENTS EXAMINED

In rendering the opinions set forth below, we have examined and/or relied upon the following documents and have made such examination of law as we have deemed necessary or appropriate:

Ordinance Nos. O-18-70, O-20-40, O-21-32, and O-22-68 duly enacted by the City Commission of the City of Winter Haven, Florida (the "City") on November 26, 2018, October 26, 2020, April 12, 2021, and November 28, 2022, respectively (the "Ordinance");
the Master Trust Indenture, dated as of June 1, 2019 ("Master Indenture"), as supplemented with respect to the Assessment Area Six Bonds by the Sixth Supplemental Trust Indenture, dated as of [	] 1, 2024 ("Supplemental Trust Indenture" and, together with the Master Indenture, "Indenture"), each by
and between the District and U.S. Bank Trust Company, National Association, as trustee ("Trustee");
Resolutions Nos. 2019-24, 2021-08, 2023-02, and 2024-[  ] adopted the District
on December 5, 2018, March 2, 2021, January 11, 2023, and [December 5], 2023, respectively (collectively, "Bond Resolution");
Amended and Restated Engineer's Report for Capital Improvements dated [December 15, 2022], as amended by the [Amendment to the Amended and Restated Engineer's Report for Capital Improvements] dated [	, 2023] (collectively, the "Engineer's Report"), which describes among other things, the Assessment Area Six Project (the "Assessment Area Six Project");
[Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8)], dated [January 3, 2023], as supplemented by the [Supplemental  Assessment  Methodology  for  Assessment  Area  Six]  dated [	], 2024 (collectively, "Assessment Methodology");
Resolution Nos. [2023-03, 2023-06, and 2024- ] (collectively, "Assessment Resolution"), establishing the debt service special assessments ("Debt Assessments"), securing the Bonds;
the Final Judgments issued on February 14, 2019, December 6, 2021, and April 10, 2023, by the Circuit Court for the Tenth Judicial Circuit in and for Polk County, Florida in Case Nos. 53-2018-CA-004872, 53-2021CA-002369, and 53-2023-CA-
0002020, and the Certificate of No Appeal issued on March 19, 2019, January 25, 2022 and [  ];
the Preliminary Limited Offering Memorandum dated [		], 2024 ("PLOM") and Limited Offering Memorandum dated [	], 2024 ("LOM");
certain certifications by FMSbonds, Inc. ("Underwriter"), as underwriter to the sale of the Bonds;
certain certifications of Wood & Associates Engineering, LLC, as District Engineer;
certain certifications of Governmental Management Services – Central Florida, LLC, as District Manager;
certain certifications of Governmental Management Services – Central Florida, LLC, as Methodology Consultant;
general and closing certificate of the District;
an opinion of Greenberg Traurig, P.A. ("Bond Counsel"), issued to the District in connection with the sale and issuance of the Bonds;
an opinion of Aponte & Associates Law Firm, P.L.L.C. ("Trustee Counsel"), issued to the District and Underwriter in connection with the sale and issuance of the Bonds;
an opinion of Straughn & Turner, P.A., counsel to the Assessment Area Six Landowner (defined herein), issued to the District and the Underwriter in connection with the sale and issuance of the Bonds;
the following agreements ("Bond Agreements"):
the Continuing Disclosure Agreement dated [	], 2024, by and among the District, VMAR DEV, LLC, a Florida limited liability company (the "Assessment Area Six Landowner"), and Governmental Management Services-Central Florida, LLC, as dissemination agent;
the Bond Purchase Contract between Underwriter and the District and dated [	], 2024 ("BPA");
the Acquisition Agreement (Assessment Area Six), between the District and Assessment Area Six Landowner and dated [	], 2024;
the Completion Agreement (Assessment Area Six), between the District and Assessment Area Six Landowner and dated [	], 2024;
the True-Up Agreement (Assessment Area Six), between the District and Assessment Area Six Landowner and dated [	], 2024;
the Collateral Assignment and Assumption Agreement (Assessment Area Six), between the District and Assessment Area Six Landowner and dated [	], 2024;
Declaration of Consent to Jurisdiction executed by the Assessment Area Six Landowner;
Certificate of Assessment Area Six Landowner; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.

We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the District Engineer, the District Manager, the Assessment Consultant, the Underwriter, Bond Counsel, counsel to the Underwriter, the Assessment Area Six Landowner, counsel to the Assessment Area Six Landowner, and others relative to the Limited Offering Memorandum and the related documents described herein.

RELIANCE

This opinion is solely for the benefit of the (i) District; (ii) the Underwriter; and (iii) the Trustee; however, the Trustee may only rely on this opinion for the limited purposes of the opinions stated in Sections C.1, C.2, and C.3. This opinion may not be relied on by any other party or for any other purpose without our prior written consent.

OPINIONS

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

Authority – Under the Florida Constitution and laws of the State, the District has been duly established and validly exists as a local unit of special purpose government and a community development district under Chapter 190, Florida Statutes (the "Act"), with such powers as set forth in the Act, and with good, right and lawful authority: (a) to enter into and to consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Indenture, the Bonds and the Bond Agreements; (b) to issue the Bonds for the purposes for which they are issued; (c) to impose, levy, collect and enforce the Debt Assessments and pledge the Pledged Revenues to secure the Bonds as provided in the Indenture; (d) to adopt the Bond Resolution and the Assessment Resolution; and (e) to perform its obligations under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the Bonds and the Indenture.
Assessments – The proceedings by the District with respect to the Debt Assessments have been in accordance with Florida law. The District has taken all action necessary to levy and impose the Debt Assessments as set forth in the Assessment Resolution, Assessment Methodology, and/or other applicable documents. The Debt Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Debt Assessments are assessed, co-equal with the lien of all state, county, district and municipal taxes and assessments, and superior in dignity to all other liens, titles and claims, until paid.

Agreements – The (a) Bond Resolution, (b) Assessment Resolution, (c) Bonds, (d) Indenture, and (d) Bond Agreements (assuming due authorization, execution and delivery of documents (c) – (d) listed herein by any parties thereto other than the District) have been duly and validly authorized, executed and delivered by the District, have been duly approved and adopted and/or issued by the District, are in full force and effect, constitute legal, valid and binding obligations of the District, and are enforceable against the District in accordance with their respective terms. All conditions prescribed in the Indenture as precedent to the issuance of the Bonds have been fulfilled.

Validation – The Bonds have been validated by a final judgment of the Circuit Court for the Tenth Judicial Circuit, in and for Polk County, Florida, of which no timely appeal was filed.

Governmental Approvals – As of the date hereof, all necessary consents, approvals, waivers or other actions by or filings with any governmental authority or other entity that are required for: (a) the adoption of the Bond Resolution and the Assessment Resolution; (b) the issuance, sale, execution and delivery of the Bonds upon the terms set forth in the BPA, PLOM, and LOM; (c) the execution and delivery of the Indenture and Bond Agreements; and (d) the performance by the District of the transactions required hereby, have been duly obtained or made and are in full force and effect.

PLOM and LOM – The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our review of the PLOM and LOM and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the PLOM and LOM, and as of the date of their respective issuances, and with respect to the PLOM, the date of the BPA, and with respect to the LOM, the date hereof, nothing has come to our attention which would lead us to believe that the PLOM and LOM contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided however that the opinions stated herein extend only to the following provisions of the PLOM and LOM: "INTRODUCTION" (as it relates to the District only), "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT
AREA SIX BONDS – Prepayment of Assessment Area Six Special Assessments," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (excluding the
subcaption "The District Manager and Other Consultants"), "THE DEVELOPMENT – Assessment Area Six Landowner Agreements" (solely as to the description of the agreements), "AGREEMENT BY THE STATE," "LEGALITY FOR INVESTMENT," "LITIGATION – The
District," "CONTINUING DISCLOSURE" (as it relates to the District only), "VALIDATION," and "AUTHORIZATION AND APPROVAL," and further provided however that the opinions
stated herein do not extend to any statements that constitute descriptions of the Bonds or the Indenture. No information or opinion is offered as to any remaining provisions of the PLOM or LOM.

Litigation – Upon due inquiry of the District's Registered Agent for service of process and the fact that said registered agent has not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District: (a) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the imposition, levy or collection of the Debt Assessments or the Pledged Revenues pledged for the payment of the debt service on the Bonds; (b) contesting or affecting the authority for the Debt Assessments, the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) contesting or affecting the establishment or existence of the District or any of its Supervisors, officers or employees, its assets, property or condition, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the Indenture or the Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt Assessments for the payment of the debt service on the Bonds; or (d) specifically contesting the exclusion from federal gross income of interest on the Bonds.

Compliance with Laws – To the best of our knowledge, the District is not, in any manner material to the issuance of the Bonds or the Debt Assessments, in breach of or default under any applicable provision of the Act or constitutional provision, statute, or administrative regulation of the State of Florida, or any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement (including the Bond Agreements and Indenture), or any other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of our knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the District under any such instrument; provided, however, that no opinion is expressed as to compliance with any state or federal tax or securities laws.

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

In rendering the foregoing opinions, we have assumed the following: (1) that all public records, certifications, agreements and other documents examined by us that have been executed or certified by public officials acting within the scope of their official capacities are authentic, truthful and accurate; (2) that copies of such public records, certifications, agreements, and other documents furnished to us are authentic and conform to the originals; (3) that all signatures on executed public records, certifications, agreements and other documents are genuine; and (4) that all public records, certifications, agreements and other documents have been properly authorized and are binding on each of the other parties thereto. Such assumptions do not apply to District documents. We have also assumed the legality and validity of the following Executive Orders of
Governor DeSantis of the State of Florida: 2020-52 issued March 9, 2020 and 2020-69 issued March 20, 2020, as amended, extended and supplemented, respectively.

CERTAIN QUALIFICATIONS

The foregoing opinions are subject to the following qualifications:

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

Our opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws, relating to or affecting creditors' rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases, including the fact that specific performance and other equitable remedies are granted only in the discretion of a court.

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

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

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

We have not reviewed, and therefore express no opinion, regarding any land use, real property or other related items, including but not limited to whether the Assessment Area Six Landowner is able to convey good and marketable title to any particular real property or interest therein and related to the Assessment Area Six Project.

With respect to any of the opinions set forth in this letter which are based on or qualified by the phrase "to our knowledge," the words "to our knowledge" signify that, in the course of our representation of the District, no facts have come to our attention that would give us actual knowledge that any such opinions or other matters are not accurate. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of any such facts, and no inference as to our knowledge of the existence of such facts should be drawn from the fact of our representation of District.

The opinions set forth herein are based on factual representations made to us as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may thereafter come to our attention, or to reflect any changes in law that may
thereafter occur or become effective. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the courts or any other entity; rather, our opinions represent our professional judgment based on our review of existing law, and in reliance on the representations and covenants that we deem relevant to such opinions.

Very truly yours,

KILINSKI | VAN WYK PLLC
EXHIBIT E

ASSESSMENT AREA SIX LANDOWNER'S COUNSEL'S OPINION

[	], 2024

VillaMar Community Development District City of Winter Haven, Florida

FMSbonds, Inc.
North Miami Beach, Florida

U.S. Bank Trust Company, National Association Fort Lauderdale, Florida

Greenberg Traurig, P.A. Miami, Florida

GrayRobinson, P.A. Tampa, Florida

Re:	$[	] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds")

Ladies and Gentlemen:
I am counsel to VMAR DEV, LLC, a Florida limited liability company (the "Assessment Area Six Landowner), which is the developer and owner of certain land within the planned community located in the Winter Haven, Florida and commonly referred to as "VillarMar," as such lands are described in the Limited Offering Memoranda (as hereinafter defined). This opinion is rendered at the request of the Assessment Area Six Landowner in connection with the issuance by the VillaMar Community Development District (the "District") of the above-referenced Bonds, as further  described  in  the  District's  Preliminary  Limited  Offering  Memorandum  dated [	], 2024 and the District's final Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limiting Offering Memoranda"). Capitalized terms not defined herein shall have the meaning set forth in the Limited Offering Memoranda.

It is my understanding that the Assessment Area Six Bonds are being issued 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 Assessment Area Six Project, (ii) funding a deposit to the Assessment Area Six Reserve Account in an amount equal to the Assessment Area Six Reserve Requirement, (iii) paying a portion of the interest coming due on the Assessment Area Six Bonds, and (iv) paying the costs of issuance of the Assessment Area Six Bonds.
In my capacity as counsel to the Assessment Area Six Landowner, I have examined originals or copies identified to my satisfaction as being true copies of the Limiting Offering Memoranda, the Continuing Disclosure Agreement to be dated as of the Closing Date (the "Continuing Disclosure Agreement"), by and among the District, the Assessment Area Six Landowner, and Governmental Management Services – Central Florida, LLC, as dissemination agent, the Agreement Regarding the Completion of Certain Improvements by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Completion Agreement"), the Agreement Regarding the Acquisition of Work Product, Improvements, and Real Property by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Acquisition Agreement"), the Collateral Assignment and Assumption of Development Rights Relating to the Assessment Area Six Project by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Collateral Assignment"), the Agreement Regarding True-Up as to Assessment Area Six Special Assessments by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "True-Up Agreement"), and the Declaration of Consent to Jurisdiction of the District, Imposition of Special Assessments and Imposition of Lien of Record dated as of the Closing Date and executed by the Assessment Area Six Landowner (the "Declaration of Consent") (collectively, the "Documents") and have made such examination of law as I have deemed necessary or appropriate in rendering this opinion. In connection with the forgoing, I also have reviewed and examined the Operating Agreement of the Assessment Area Six Landowner dated as of December 6, 2019 and the Assessment Area Six Landowner's Articles of Organization filed on December 6, 2019, and certificate of good standing issued by the State of Florida for the Assessment Area Six Landowner on [	, 2023] (collectively, the "Organizational Documents").

In rendering this opinion, I have assumed, without having made any independent investigation of the facts, the genuineness of all signatures (other than those of the Assessment Area Six Landowner) and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies, and the legal capacity of all natural persons.

In basing the opinions set forth in this opinion on "my knowledge," the words "my knowledge" signify that, in the course of my representation of Assessment Area Six Landowner, no facts have come to my attention that would give me actual knowledge or actual notice that any such opinions or other matters are not accurate. Except as otherwise stated in this opinion, I have undertaken no investigation or verification of such matters.

Based on the forgoing, I am of the opinion that:

The Assessment Area Six Landowner is a limited liability company organized and existing under the laws of the State of Florida.

The Assessment Area Six Landowner has the power to conduct its business and to undertake the funding of the development of the lands in the District as described in the Limited Offering Memoranda and to enter into the Documents.
The Documents have been duly authorized, executed and delivered by the Assessment Area Six Landowner and are in full force and effect. Assuming the due authorization,
execution and delivery of such instruments by the other parties thereto and their authority to perform such instruments, the Documents constitute legal, valid and binding obligations of the Assessment Area Six Landowner, enforceable in accordance with their respective terms.
Nothing has come to my attention that would lead me to believe the information contained in the Limited Offering Memoranda under the captions "THE DEVELOPMENT," "THE ASSESSMENT AREA SIX LANDOWNER," "LITIGATION – The Assessment Area Six
Landowner," and "CONTINUING DISCLOSURE" (as it relates to the Assessment Area Six Landowner only) does not accurately and fairly present the information purported to be shown or contains any untrue statement of a material fact nor omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading as of the dates of the Limited Offering Memoranda or as of the date hereof.

The execution, delivery and performance of the Documents by the Assessment Area Six Landowner do not violate (i) the operating agreements or by-laws of the Assessment Area Six Landowner, (ii) to my knowledge, any agreement, instrument or Federal or Florida law, rule or regulation known to me to which the Assessment Area Six Landowner is a party or by which its assets are or may be bound; or (iii) to my knowledge, any judgment, decree or order of any administrative tribunal, which judgment, decree, or order is binding on the Assessment Area Six Landowner or its respective assets.

Nothing has come to my attention that would lead me to believe that the Assessment Area Six Landowner is not in compliance in all material respects with all provisions of applicable law in all material matters relating to such entity as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) I have no knowledge that the Assessment Area Six Landowner has not received all government permits, consents and licenses required in connection with the construction and completion of the Assessment Area Six Project and the development of Assessment Area Six as described in the Limited Offering Memoranda; (b) I have no knowledge of any default of any zoning condition, land use permit or development agreement which would adversely affect the Assessment Area Six Landowner's ability to complete the Assessment Area Six Project or the development of Assessment Area Six as described in the Limited Offering Memoranda and all appendices thereto; and (c) I have no knowledge and am not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the Assessment Area Six Project or the development of Assessment Area Six as described in the Limited Offering Memoranda will not be obtained in due course as required by the Assessment Area Six Landowner.

To the best of my knowledge after due inquiry, the levy of the Assessment Area Six Special Assessments on the applicable lands within the District will not conflict with or constitute a breach of or default under any agreement, indenture or other instrument to which the Assessment Area Six Landowner is a party or to which the Assessment Area Six Landowner or any of its properties or assets are subject.

To the best of my knowledge after due inquiry, there is no litigation pending which would prevent or prohibit the development of the Assessment Area Six Project or Assessment Area Six in accordance with the descriptions thereof in the Limited Offering Memoranda and the Engineer's Report annexed thereto or which may result in any material adverse change in the
respective business, properties, assets or financial condition of the Assessment Area Six Landowner.

To the best of my knowledge after due inquiry, the Assessment Area Six Landowner has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. To the best of my knowledge after due inquiry, the Assessment Area Six Landowner has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

To the best of my knowledge after due inquiry, the Assessment Area Six Landowner is not in default under any mortgage, trust indenture, lease or other instrument to which it or any of its assets are subject, which default would have a material adverse effect on the Assessment Area Six Bonds, the completion of the Assessment Area Six Project or development of Assessment Area Six.

This opinion is given as of the date hereof, and I disclaim any obligation to update this opinion letter for events occurring after the date of this opinion letter. The foregoing opinion applies only with respect to the laws of the State of Florida and the federal laws of the United States of America and I express no opinion with respect to the laws of any other jurisdiction. Nothing herein shall be construed as an opinion regarding the possible applicability of state securities or "blue sky" laws, as to which no opinion is expressed. This letter is for the benefit of and may be relied upon solely by the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities.

My opinion as to enforceability of any document is subject to limitations imposed by bankruptcy, insolvency, reorganization, moratorium, liquidation, readjustment of debt, or similar laws relating to or affecting creditor's rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and to the exercise of judicial discretion in appropriate cases.

Very truly yours,

STRAUGHN & TURNER, P.A.
EXHIBIT F

CERTIFICATE OF ASSESSMENT AREA SIX LANDOWNER

VMAR DEV, LLC, a Florida limited liability company (the "Assessment Area Six Landowner"), DOES HEREBY CERTIFY, that:
This Certificate is furnished pursuant to Section 8(c)(10) of the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract") between VillaMar Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") relating to the sale by the District of its $[		] original aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract.

The Assessment Area Six Landowner is a limited liability company organized and existing under the laws of the State of Florida.

Representatives of the Assessment Area Six Landowner have provided information to the District to be used in connection with the offering by the District of its Assessment Area Six Bonds, pursuant to a Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").

	The Continuing Disclosure Agreement to be dated as of the Closing Date (the "Continuing Disclosure Agreement"), by and among the District, the Assessment Area Six Landowner, and Governmental Management Services – Central Florida, LLC, as dissemination agent, the Agreement Regarding the Completion of Certain Improvements by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Completion Agreement"), the Agreement Regarding the Acquisition of Work Product, Improvements, and Real Property by and between the District and the Assessment Area Six Landowner dated as of the Closing Date (the "Acquisition Agreement"), the Collateral Assignment and Assumption of Development Rights Relating to the Assessment Area Six Project by and between the District and the Assessment Area Six Landowner dated as of the Closing Date and to be recorded in the public records of Polk County, Florida (the "Collateral Assignment"), the Agreement Regarding True-Up as to Assessment Area Six Special Assessments by and between the District and the Assessment Area Six Landowner dated as of the Closing Date and to be recorded in the public records of Polk County, Florida (the "True-Up Agreement"), and the Declaration of Consent to Jurisdiction of VillaMar Community Development District and to Imposition of Special Assessments dated [	], 2024 executed by the Assessment Area Six Landowner and to be recorded in the public records of Polk County, Florida (the "Declaration of Consent"), constitute valid and binding obligations of the Assessment Area Six Landowner, enforceable against the Assessment Area Six Landowner in accordance with their respective terms.

The Assessment Area Six Landowner has reviewed and approved the information contained in the Limited Offering Memoranda under the captions "CAPITAL IMPROVEMENT
PLAN AND THE ASSESSMENT AREA SIX PROJECT," "THE DEVELOPMENT," "THE ASSESSMENT AREA SIX LANDOWNER," "BONDOWNERS' RISKS" (as it relates to the
Assessment Area Six Landowner, the Development and non-specific Bondholder risks), "LITIGATION – The Assessment Area Six Landowner" and "CONTINUING DISCLOSURE" (as it relates to the Assessment Area Six Landowner) and warrants and represents that such information did not as of their respective dates, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Assessment Area Six Landowner is not aware of any other information in the Limited Offering Memoranda that contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Assessment Area Six Landowner represents and warrants that it has complied with and will continue to comply with Sections 190.048 and 190.009, Florida Statutes, as amended.

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Assessment Area Six Landowner which has not been disclosed in the Limited Offering Memoranda.
The Assessment Area Six Landowner hereby represents that it owns that the lands in the District that will be subject to the Assessment Area Six Special Assessments as described in the Limited Offering Memoranda, and the Assessment Area Six Landowner hereby consents to the levy of the Assessment Area Six Special Assessments on the lands in the District owned by the Assessment Area Six Landowner. The levy of the Assessment Area Six Special Assessments on the Lands in the District will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Assessment Area Six Landowner is a party or to which its property or assets are subject.

The Assessment Area Six Landowner has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. The Assessment Area Six Landowner has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

The Assessment Area Six Landowner acknowledges that the Assessment Area Six Bonds have the debt service requirements set forth in the Limited Offering Memorandum and that the Assessment Area Six Special Assessments will be levied by the District at times, and in amounts sufficient, to enable the District to pay debt service on the Assessment Area Six Bonds when due.

To the best of our knowledge, the Assessment Area Six Landowner is not in default under any other resolution, ordinance, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Assessment Area Six Landowner is subject or by which the Assessment Area Six Landowner or its properties are or may be bound, which would have a
material adverse effect on the consummation of the transactions contemplated by the Financing Documents, Ancillary Documents, the Declaration of Consent or on the Development and is current in the payment of all ad valorem, federal and state taxes associated with the Development.
Except as otherwise disclosed in the Limited Offering Memoranda, there is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or, solely to the best of our knowledge, threatened against the Company (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of Financing Documents, Declaration of Consent and/or Ancillary Documents to which the Assessment Area Six Landowner is a party, (b) contesting or affecting the validity or enforceability of the Financing Documents, Declaration of Consent and/or Ancillary Documents, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence of the Assessment Area Six Landowner or of the Assessment Area Six Landowner's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Assessment Area Six Landowner, or
(d) that would have a material and adverse effect upon the ability of the Assessment Area Six Landowner to (i) complete the Assessment Area Six Project or the development of lands within Assessment Area Six as described in the Limited Offering Memoranda, (ii) pay the Assessment Area Six Special Assessments, or (iii) perform its various obligations as described in the Limited Offering Memoranda.

To the best of our knowledge after due inquiry, the Assessment Area Six Landowner is in compliance in all material respects with all provisions of applicable law in all material matters relating to the development of Assessment Area Six as described in the Limited Offering Memoranda, including applying for all necessary permits. Except as otherwise described in the Limited Offering Memoranda, (a) the Development is zoned and properly designated for its intended use; (b) all government permits other than certain permits, which permits are expected to be received as needed, have been received; (c) the Assessment Area Six Landowner is not aware of any default of any zoning condition, permit or development agreement which would adversely affect the Assessment Area Six Landowner's ability to complete or cause the completion of the Assessment Area Six Project or the development of Assessment Area Six as described in the Limited Offering Memoranda and all appendices thereto; and (d) there is no reason to believe that any permits, consents and licenses required to complete the Assessment Area Six Project or the development of Assessment Area Six as described in the Offering Memoranda will not be obtained as required.

The Assessment Area Six Landowner acknowledges that it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Assessment Area Six Special Assessments imposed on lands in the District owned by the Assessment Area Six Landowner within thirty (30) days following completion of the Assessment Area Six Project and acceptance thereof by the District.

The Assessment Area Six Landowner has entered into prior continuing disclosure obligations in connection with SEC Rule 15c2-12, and the information presented in the Limited Offering Memoranda under the heading "CONTINUING DISCLOSURE" (at it relates to the Assessment Area Six Landowner only) accurately reflects the continuing disclosure history of the Assessment Area Six Landowner.
The Assessment Area Six Landowner is not in default of any obligations to pay special assessments, and the Assessment Area Six Landowner is not insolvent.

Dated: [	], 2024.	VMAR DEV, LLC, a Florida limited liability company

By: 	
	, Manager
EXHIBIT G

CERTIFICATE OF ENGINEER

CERTIFICATE OF WOOD & ASSOCIATES ENGINEERING, LLC (the "Engineers"), DOES HEREBY CERTIFY, that:
This certificate is furnished pursuant to Section 8(c)(17) of the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), by and between VillaMar Community Development District (the "District") and FMSbonds, Inc. with respect to the District's
$[	] original aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto, relating to the Bonds (collectively, the "Limited Offering Memoranda"), as applicable.

The Engineers have been retained by the District as the District Engineer.
The plans and specifications for the Assessment Area Six Project (as described in the Limited Offering Memoranda) were approved by all regulatory bodies required to approve them. All environmental and other regulatory permits or approvals required in connection with the construction of the Assessment Area Six Project were obtained.
The Engineers prepared the report entitled Amended and Restated Engineer's Report for Capital Improvements dated [December 15, 2022], as amended by the [Amendment to the Amended and Restated Engineer's Report for Capital Improvements] dated [	, 2023] (collectively, the "Report"). The Report was prepared in accordance with generally accepted engineering principles. The Report is included as "APPENDIX A: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and a description of the Report and certain other information relating to the Assessment Area Six Project are included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "CAPITAL IMPROVEMENT PLAN AND THE ASSESSMENT AREA SIX PROJECT" and "THE DEVELOPMENT." The Report and said
information are true and complete in all material respects, contain no untrue statement of a material fact, and do not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The Engineers hereby consent to the inclusion of the Report as "APPENDIX A: ENGINEER'S REPORT" to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to the Engineers in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum.

The Assessment Area Six Project is being constructed in sound workmanlike manner and in accordance with industry standards and provides sufficient benefit to support the special assessments levied on the properties within Assessment Area Six to secure the Bonds.
The price being paid by the District to the Assessment Area Six Landowner for acquisition of the improvements included within Assessment Area Six Project will not exceed the lesser of the cost of the Assessment Area Six Project or the fair market value of the assets acquired by the District.

To the best of our knowledge, after due inquiry, the Assessment Area Six Landowner is in compliance in all material respects with all provisions of applicable law in all material matters relating to the Assessment Area Six Landowner and the Development as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) all government permits required in connection with the construction of the Assessment Area Six Project and the development of Assessment Area Six as described in the Limited Offering Memoranda have been received; (b) we are not aware of any default of any zoning condition, land use permit or development agreement which would adversely affect the ability to complete the Assessment Area Six Project or development of Assessment Area Six as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no actual knowledge and are not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the Assessment Area Six Project or the development of Assessment Area Six as described in the Limited Offering Memoranda and all appendices thereto will not be obtained in due course as required by the Assessment Area Six Landowner.

There is adequate water and sewer service capacity to serve Assessment Area Six within the District.

Date: [	], 2024

WOOD & ASSOCIATES ENGINEERING, LLC

By: 		 Print Name:	 Title:		
EXHIBIT H

CERTIFICATE OF DISTRICT MANAGER AND METHODOLOGY CONSULTANT

[	], 2024

VillaMar Community Development District City of Winter Haven, Florida

FMSbonds, Inc.
North Miami Beach, Florida

Re:	$[	] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project)

Ladies and Gentlemen:
The undersigned representative of Governmental Management Services – Central Florida, LLC ("GMS"), DOES HEREBY CERTIFY:
This certificate is furnished pursuant to Section 8(c)(18) of the Bond Purchase Contract dated [	], 2024 (the "Purchase Contract"), by and between VillaMar Community Development District (the "District") and FMSbonds, Inc. with respect to the District's
$[	] original aggregate principal amount of VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Limited Offering Memoranda relating to the Assessment Area Six Bonds, as applicable.

	GMS has acted as district manager and methodology consultant to the District in connection with the sale and issuance by the District of its Assessment Area Six Bonds and has participated in the preparation of the Preliminary Limited Offering Memorandum dated [	], 2024 and the Limited Offering Memorandum, dated [	], 2024, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").

In connection with the issuance of the Assessment Area Six Bonds, we have been retained by the District to prepare the [Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8)], dated [January 3, 2023], as supplemented by the [Supplemental Assessment Methodology for Assessment Area Six] dated [	], 2024 (collectively, the "Assessment Methodology"), which Assessment Methodology has been included as an appendix to the Limited Offering Memoranda. We hereby consent to the use of such Assessment Methodology in the Limited Offering Memoranda and consent to the references to us therein.

As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as they relate to the District, the Assessment Area Six Project, or any information provided by us, and the Assessment Methodology, as of their respective
dates and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The information set forth in the Limited Offering Memoranda under the subcaptions "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "THE DISTRICT," "FINANCIAL STATEMENTS," "LITIGATION" (insofar
as such description relates to the District), "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," "CONTINGENT FEES," and in
"APPENDIX E: ASSESSMENT METHODOLOGY" did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

To the best of our knowledge, there has been no change which would materially adversely affect the assumptions made or the conclusions reached in the Assessment Methodology and the considerations and assumptions used in compiling the Assessment Methodology are reasonable. The Assessment Methodology and the assessment methodology set forth therein were prepared in accordance with all applicable provisions of Florida law.

As District Manager and Registered Agent for the District, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Assessment Area Six Bonds, or in any way contesting or affecting the validity of the Assessment Area Six Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Assessment Area Six Bonds, or the existence or powers of the District.

The Assessment Area Six Special Assessments, as initially levied and as may be reallocated from time to time as permitted by resolutions adopted by the District, are sufficient to enable the District to pay the debt service on the Assessment Area Six Bonds through the final maturity thereof.

The benefit from the Assessment Area Six Project to the lands subject to the Assessment Area Six Special Assessments equals or exceeds the amount of the Assessment Area Six Special Assessments, and the Assessment Area Six Special Assessments are fairly and reasonably allocated across all such benefitted properties.

GMS hereby acknowledges its agreement to serve as the Dissemination Agent for the District for the Assessment Area Six Bonds and undertake the obligations of the Dissemination Agent as set forth in the Continuing Disclosure Agreement dated [	], 2024 (the "Disclosure Agreement") by and among the District, VMAR DEV, LLC and GMS, as Dissemination Agent, and acknowledged by GMS, as District Manager, and U.S. Bank Trust Company, National Association, as trustee. GMS hereby represents that it is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12 promulgated under the Securities Act of 1933, as amended, that it has policies and procedures in
place to ensure its compliance with its obligations under the Disclosure Agreement, and that it will comply with its obligations under the Disclosure Agreement.

Dated: [	], 2024.	GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	
EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

C-1

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED [	], 2024

NEW ISSUES - BOOK-ENTRY-ONLY	NOT RATED
LIMITED OFFERING

In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications and the continuing compliance with certain tax covenants, under existing statutes, regulations, rulings and court decisions, interest on the Assessment Area Six Bonds (as hereinafter defined) is excludable from gross income for federal income tax purposes; and, further, interest on the Assessment Area Six Bonds will not be an item of tax preference for purposes of the alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") on applicable corporations (as defined in Section 59(k) of the Code), interest on the Assessment Area Six Bonds is not excluded from the determination of adjusted financial statement income. See "TAX MATTERS" herein for a description of certain other federal tax consequences of ownership of the Assessment Area Six Bonds. Bond Counsel is further of the opinion that the Assessment Area Six Bonds and the interest thereon are not subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined in said Chapter 220. See "TAX MATTERS" herein.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

$[7,680,000]*
SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)

Dated: Date of Delivery	Due: As described herein

The VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds") are being issued by the VillaMar Community Development District (the "District" or the "Issuer") in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof. The Assessment Area Six Bonds will bear interest at the fixed rates set forth in the inside cover page hereof, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on each May 1 and November 1, commencing [May 1, 2024]. The Assessment Area Six Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), New York, New York. Purchases of beneficial interests in the Assessment Area Six Bonds will be made in book-entry-only form and purchasers of beneficial interests in the Assessment Area Six Bonds will not receive physical bond certificates. For so long as the book-entry only system is maintained, the principal of and interest on the Assessment Area Six Bonds will be paid from the sources provided by the Indenture (as defined herein) by U.S. Bank Trust Company, National Association, as successor trustee (the "Trustee"), to Cede & Co., as nominee of DTC, as the registered owner thereof. Disbursement of such payments to the Direct Participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the Direct Participants and Indirect Participants, as more fully described herein. Any purchaser, as a beneficial owner of an Assessment Area Six Bond, must maintain an account with a broker or dealer who is, or acts through, a Direct Participant in order to receive payment of the principal of, premium, if any, and interest on such Assessment Area Six Bond. See "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Book-Entry Only System" herein.

The Assessment Area Six Bonds are being issued 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 Assessment Area Six Project (as defined herein), (ii) funding a deposit to the Assessment Area Six Reserve Account in the amount equal to the Assessment Area Six Reserve Requirement (each as defined herein),
(iii) funding a portion of the interest coming due on the Assessment Area Six Bonds and (iv) paying the costs of issuance of the Assessment Area Six Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "APPENDIX B: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE" hereto.

The District is a local unit of special-purpose government of the State of Florida (the "State"), created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance Nos. O-18-70, duly enacted by the City Commission of the City of Winter Haven, Florida (the "City") on November 26, 2018, as amended (the "Ordinance"). The Assessment Area Six Bonds are being issued pursuant to the Act and Resolution Nos. 2019-24, 2021-08, 2023-02, and 2024-[ ] adopted by the Board of Supervisors (the "Board") of the District on December 5, 2018, March 2, 2021, January 11, 2023, and [December 5], 2023, respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a Sixth Supplemental Trust Indenture, dated as of [	] 1, 2024 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and the Trustee. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Assessment Area Six Bonds are payable from and secured solely by the Assessment Area Six Pledged Revenues. The Assessment Area Six Pledged Revenues for the Assessment Area Six Bonds shall mean (a) all revenues received by the District from Assessment Area Six Special Assessments levied and collected on the assessable lands within Assessment Area Six (as defined herein), benefitted by the Assessment Area Six Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Assessment Area Six Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area Six Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Assessment Area Six Bonds; provided, however, that Assessment Area Six Pledged Revenues shall not include (A) any
moneys transferred to the Assessment Area Six Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Assessment Area Six Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS" herein.

The Assessment Area Six Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary mandatory redemption at the times, in the amounts, and at the redemption prices more fully described herein under the caption "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS — Redemption Provisions."

THE ASSESSMENT AREA SIX BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ASSESSMENT AREA SIX PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, POLK COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE ASSESSMENT AREA SIX BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION ASSESSMENT AREA SIX SPECIAL ASSESSMENTS TO SECURE AND PAY THE ASSESSMENT AREA SIX BONDS. THE ASSESSMENT AREA SIX BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

The Assessment Area Six Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). Pursuant to Florida law, the Underwriter (as defined herein) is limiting this offering to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Assessment Area Six Bonds. The Assessment Area Six Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Assessment Area Six Bonds.

This cover page contains certain information for quick reference only. It is not a summary of the Assessment Area Six Bonds. Investors must read this entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.

MATURITY SCHEDULE

$	 – 	% Term Bond due 	 1, 20	, Yield 	%, Price 	 CUSIP # 	**
$	 – 	% Term Bond due 	 1, 20	, Yield 	%, Price 	 CUSIP # 	**
$	 – 	% Term Bond due 	 1, 20	, Yield 	%, Price 	 CUSIP # 	**

The Assessment Area Six Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel, as to the validity of the Assessment Area Six Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida, for the District by its counsel, Kilinski | Van Wyk PLLC, Tallahassee, Florida, and for the Assessment Area Six Landowner (as defined herein) by its counsel, Straughn & Turner, P.A., Winter Haven, Florida. It is expected that the Assessment Area Six Bonds will be delivered in book-entry form through the facilities of DTC on or about 	, 2024.

FMSbonds, Inc.
Dated: 	, 2024

*  Preliminary, subject to change.
** The District is not responsible for the use of CUSIP numbers, nor is any representation made as to their correctness. They are included solely for the convenience of the readers of this Limited Offering Memorandum.
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS

Warren "Rennie" Heath II, Chair* Brian Walsh, Vice Chair
Milton Andrade, Assistant Secretary Eric Lavoie, Assistant Secretary* Lauren Schwenk, Assistant Secretary*
*Affiliated with the Assessment Area Six Landowner or its affiliates

DISTRICT MANAGER/METHODOLOGY CONSULTANT

Governmental Management Services – Central Florida, LLC Orlando, Florida

DISTRICT ENGINEER

Wood & Associates Engineering, LLC Lakeland, Florida

DISTRICT COUNSEL

Kilinski | Van Wyk PLLC Tallahassee, Florida

BOND COUNSEL

Greenberg Traurig, P.A. Miami, Florida
NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE ASSESSMENT AREA SIX BONDS AND THERE SHALL BE NO OFFER, SOLICITATION, OR SALE OF THE ASSESSMENT AREA SIX BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE ASSESSMENT AREA SIX LANDOWNER (AS HEREINAFTER DEFINED), THE DISTRICT, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE UNDERWRITER NAMED ON THE COVER PAGE OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT, THE ASSESSMENT AREA SIX LANDOWNER OR IN THE STATUS OF THE DEVELOPMENT, ASSESSMENT AREA SIX OR THE ASSESSMENT AREA SIX PROJECT (AS SUCH TERMS ARE HEREINAFTER DEFINED) SINCE THE DATE HEREOF.
THE ASSESSMENT AREA SIX BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE ASSESSMENT AREA SIX BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE DISTRICT, THE CITY, THE COUNTY, THE STATE, NOR ANY OTHER POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE MERITS OF THE ASSESSMENT AREA SIX BONDS, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM.
"FORWARD-LOOKING STATEMENTS" ARE USED IN THIS DOCUMENT BY USING FORWARD LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "INTENDS," "EXPECTS," "BELIEVES," "ANTICIPATES," "ESTIMATES," OR OTHERS. THE READER IS CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE GENERAL ECONOMIC AND BUSINESS CONDITIONS, CONDITIONS IN THE FINANCIAL MARKETS AND REAL ESTATE MARKET, THE DISTRICT'S COLLECTION OF THE ASSESSMENT AREA SIX SPECIAL ASSESSMENTS, AND VARIOUS OTHER FACTORS WHICH MAY BE BEYOND THE DISTRICT'S AND THE ASSESSMENT AREA SIX LANDOWNER'S CONTROL. BECAUSE THE DISTRICT AND THE ASSESSMENT AREA SIX LANDOWNER CANNOT PREDICT ALL FACTORS THAT MAY AFFECT FUTURE DECISIONS, ACTIONS, EVENTS, OR FINANCIAL CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT IS INCLUDED IN FORWARD-LOOKING STATEMENTS.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT AND THE ASSESSMENT AREA SIX LANDOWNER DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF THEIR EXPECTATIONS CHANGE OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.

THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES.

THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1).
TABLE OF CONTENTS

Page

INTRODUCTION	1
DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS	4
General Description	4
Redemption Provisions	5
Purchase of Assessment Area Six Bonds	7
Book-Entry Only System	8
SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS	10
General	10
Prepayment of Assessment Area Six Special Assessments	12
Additional Bonds	12
Covenant Against Sale or Encumbrance	13
Acquisition and Construction Account	13
Reserve Account	14
Deposit and Application of the Pledged Revenues	17
Investments	18
Master Indenture Provisions Relating to Bankruptcy or Insolvency of a Landowner	18
Events of Default and Remedies	20
ENFORCEMENT OF ASSESSMENT COLLECTIONS	22
General	22
Direct Billing & Foreclosure Procedure	23
Uniform Method Procedure	23
BONDOWNERS' RISKS	26
Concentration of Land Ownership	27
Bankruptcy and Related Risks	27
Assessment Area Six Special Assessments Are Non-Recourse	28
Regulatory and Environmental Risks	28
Economic Conditions and Changes in Development Plans	29
Other Taxes and Assessments	30
Limited Secondary Market for Assessment Area Six Bonds	30
Inadequacy of Reserve Account	30
Legal Delays	31
IRS Examination and Audit Risk	31
Loss of Exemption from Securities Registration	33
Federal Tax Reform	34
State Tax Reform	34
Insufficient Resources or Other Factors Causing Failure to Complete Development	34
Pandemics and Other Public Health Emergencies	35
Cybersecurity	35
TABLE OF CONTENTS
(continued)

Page

Prepayment and Redemption Risk	36
Payment of Assessment Area Six Special Assessments after Bank Foreclosure	36
ESTIMATED SOURCES AND USES OF FUNDS	37
DEBT SERVICE REQUIREMENTS	38
THE DISTRICT	39
General	39
Governance	39
Legal Powers and Authority	40
The District Manager and Other Consultants	41
Outstanding Bond Indebtedness	41
CAPITAL IMPROVEMENT PLAN AND THE ASSESSMENT AREA SIX PROJECT	43
General	43
The Assessment Area Six Project	44
ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS	47
THE DEVELOPMENT	49
General	49
Update on Prior Phases	51
Land Acquisition and Finance Plan	52
Development Plan and Status	53
The Builders and the Builder Contracts	53
Residential Product Offerings	56
Education	56
Development Approvals	57
Environmental	57
Utilities	57
Taxes, Fees and Assessments	57
Amenities	58
Competition	58
Assessment Area Six Landowner Agreements	59
THE ASSESSMENT AREA SIX LANDOWNER	60
The Assessment Area Six Landowner	60
Development Manager	60
TAX MATTERS	62
General	62
Original Issue Discount and Premium	64
Changes in Federal and State Tax Law	64
Information Reporting and Backup Withholding	65
AGREEMENT BY THE STATE	65
TABLE OF CONTENTS
(continued)

Page

LEGALITY FOR INVESTMENT	66
SUITABILITY FOR INVESTMENT	66
ENFORCEABILITY OF REMEDIES	66
FINANCIAL INFORMATION	66
LITIGATION	67
The District	67
The Assessment Area Six Landowner	67
NO RATING	67
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	67
CONTINUING DISCLOSURE	68
UNDERWRITING	68
CONTINGENT FEES	69
EXPERTS	69
VALIDATION	69
LEGAL MATTERS	69
MISCELLANEOUS	70
AUTHORIZATION AND APPROVAL	71

APPENDICES
APPENDIX A  ENGINEER'S REPORT
APPENDIX B	COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE
APPENDIX C	PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX D PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX E	ASSESSMENT METHODOLOGY
APPENDIX F	DISTRICT'S FINANCIAL STATEMENTS
LIMITED OFFERING MEMORANDUM

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT (CITY OF WINTER HAVEN, FLORIDA)

$[7,680,000]*
SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX PROJECT)

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page, inside cover, and appendices hereto, is to provide certain information in connection with the issuance and sale by VillaMar Community Development District (the "District" or the "Issuer") of its $[7,680,000]* aggregate principal amount of Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Assessment Area Six Bonds").

PROSPECTIVE INVESTORS SHOULD BE AWARE OF CERTAIN RISK FACTORS, ANY OF WHICH, IF MATERIALIZED TO A SUFFICIENT DEGREE, COULD DELAY OR PREVENT PAYMENT OF PRINCIPAL OF AND/OR INTEREST ON THE ASSESSMENT AREA SIX BONDS. THE ASSESSMENT AREA SIX BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE ASSESSMENT AREA SIX BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF CHAPTER 517, FLORIDA STATUTES, AND THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES PROMULGATED THEREUNDER. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE ASSESSMENT AREA SIX BONDS. See "SUITABILITY FOR INVESTMENT" and "BONDOWNERS' RISKS" herein.

The District is a local unit of special-purpose government of the State of Florida (the "State"), created in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance Nos. O-18-70, duly enacted by the City Commission of the City of Winter Haven, Florida (the "City") on November 26, 2018, as amended (the "Ordinance"). The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined) and has previously determined to undertake, in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the District Lands. The Act authorizes the District to issue bonds for the purposes of, among others, financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, or equipping water management, water supply, sewer and wastewater management, bridges or culverts, public roads, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act.

* Preliminary, subject to change.
The District encompasses approximately 583.79 acres of land (the "District Lands") located within the incorporated boundaries of the City, situated in Polk County, Florida (the "County"). For more complete information about the District, its Board of Supervisors and the District Manager, see "THE DISTRICT" herein. The District Lands are being developed as a residential community known as "VillaMar" (the "Development"). At buildout, the Development is expected to consist of approximately [2,002] single-family homes, along with recreation and amenity areas. See "THE DEVELOPMENT" herein for more information.

The District Lands are being developed in phases, and separate and distinct "Assessment Areas" have been created therein. The District previously issued: (i) its Assessment Area One Bonds (as defined herein) to fund a portion of the public infrastructure improvements associated with the development of Assessment Area One of the District, which consists of 334 single-family lots; (ii) its Assessment Area Two Bonds (as defined herein) to fund a portion of the public infrastructure improvements associated with the development of Assessment Area Two of the District, which consists of 281 single-family lots; (iii) its Assessment Area Three Bonds (as defined herein) to fund a portion of the public infrastructure improvements associated with the development of Assessment Area Three of the District, which consists of 140 single-family lots;
(iv) its Assessment Area Four Bonds (as defined herein) to fund a portion of the public infrastructure improvements associated with the development of Assessment Area Four of the District, which consists of 200 single-family lots; and (v) its Assessment Area Five Bonds (as defined herein) to fund a portion of the public infrastructure improvements associated with the development Assessment Area Five, which [is planned to contain] 443 single-family lots. See "THE DISTRICT – Outstanding Bond Indebtedness" and "THE DEVELOPMENT – Update on Prior Phases" herein for more information regarding the District's Prior Bonds and the status of development within prior Assessment Areas.

The next phase of the Development consists of approximately [  ] acres and is planned for 393 single-family lots ("Assessment Area Six"). The Assessment Area Six Bonds will fund a portion of the District's public infrastructure improvements associated with the development of Assessment Area Six (the "Assessment Area Six Project"). See "CAPITAL IMPROVEMENT PLAN AND THE ASSESSMENT AREA SIX PROJECT" herein. The Assessment Area Six Special Assessments (as defined herein), which will secure the Assessment Area Six Bonds, are levied on the District Lands within Assessment Area Six. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein for more information regarding the allocation of the Assessment Area Six Special Assessments.

All of the land in Assessment Area Six is owned by [VMAR DEV, LLC], a Florida limited liability company (the "Assessment Area Six Landowner"). See "THE ASSESSMENT AREA SIX LANDOWNER" herein for more information. The Assessment Area Six Landowner has entered into builder contracts for the sale of all 393 lots planned within Assessment Area Six as follows:
(i) Meritage (as defined herein) for the sale of 150 developed lots to be delivered upon development completion, (ii) D.R. Horton (as defined herein) for the sale 143 developed lots to be delivered upon development completion, and (iii) Casa Fresca (as defined herein) for the sale of 100 developed lots to be delivered upon development completion (collectively, the "Builder Contracts"). See "THE DEVELOPMENT – Builder Contracts" herein for more information.
The Assessment Area Six Bonds are being issued pursuant to the Act, Resolution Nos. 2019-24, 2021-08, 2023-02, and 2024-[ ] adopted by the Board of Supervisors (the "Board") of the District on December 5, 2018, March 2, 2021, January 11, 2023, and [December 5], 2023, respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture"), as supplemented by a Sixth Supplemental Trust Indenture, dated as [	] 1, 2024 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as successor trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.

The Assessment Area Six Bonds are being issued 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 Assessment Area Six Project, (ii) funding a deposit to the Assessment Area Six Reserve Account in the amount equal to the Assessment Area Six Reserve Requirement (each as defined herein), (iii) paying a portion of the interest coming due on the Assessment Area Six Bonds, and (iv) paying the costs of issuance of the Assessment Area Six Bonds. See "ESTIMATED SOURCES AND USES OF FUNDS" and "APPENDIX B: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE" hereto.

The Assessment Area Six Bonds are payable from and secured solely by the Assessment Area Six Pledged Revenues. The Assessment Area Six Pledged Revenues for the Assessment Area Six Bonds consist of (a) all revenues received by the District from Assessment Area Six Special Assessments levied and collected on the assessable lands within Assessment Area Six benefitted by the Assessment Area Six Project, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Assessment Area Six Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area Six Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Assessment Area Six Bonds; provided, however, that Assessment Area Six Pledged Revenues shall not include
(A) any moneys transferred to the Assessment Area Six Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Assessment Area Six Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS" herein.

Set forth herein are brief descriptions of the District, Assessment Area Six, the Assessment Area Six Project, the Assessment Area Six Landowner and the Development, together with summaries of terms of the Assessment Area Six Bonds, the Indenture, and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and the Act and all references to the Assessment Area Six Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and proposed form of the Supplemental Indenture appear as APPENDIX B attached hereto.
This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.

DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS

General Description

The Assessment Area Six Bonds will be dated, will bear interest at the rates per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) and, subject to the redemption provisions set forth below, will mature on the dates and in the amounts set forth on the inside cover pages of this Limited Offering Memorandum. Interest on the Assessment Area Six Bonds will be payable semi-annually on each May 1 and November 1, commencing [May 1, 2024], until maturity or prior redemption. U.S. Bank Trust Company, National Association is the initial Trustee, Paying Agent and Registrar for the Assessment Area Six Bonds.

The Assessment Area Six Bonds will be issued in fully registered form, without coupons, in authorized denominations of $5,000 and any integral multiple thereof provided, except as otherwise provided in the Indenture. The Assessment Area Six Bonds will initially be offered only to "accredited investors" within the meaning of Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder; provided, however, the limitation of the initial offering to Accredited Investors does not denote restrictions on transfer in any secondary market for the Assessment Area Six Bonds. See "SUITABILITY FOR INVESTMENT" herein.

Upon initial issuance, the Assessment Area Six Bonds shall be issued as one fully registered bond for each maturity of Assessment Area Six 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 Assessment Area Six Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes of the Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("Direct Participants") and other institutions that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Direct Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Assessment Area Six Bonds ("Beneficial Owners"). Principal and interest on the Assessment Area Six 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 Direct Participants shall be the responsibility of DTC. Payments by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants and not of DTC nor its nominee, the Trustee or the District. During the period for which Cede & Co. is registered owner of the Assessment Area Six Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to Direct Participants and Direct Participants shall be responsible for notices to Indirect Participants, and Direct Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. In the event DTC, any successor of DTC or the District, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system for the Assessment Area Six Bonds, the Trustee shall deliver bond certificates in
accordance with the instructions from DTC or its successor, and after such time the Assessment Area Six Bonds may be exchanged for an equal aggregate principal amount of such Assessment Area Six Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee. See "– Book-Entry Only System" herein.

Redemption Provisions

Optional Redemption

The Assessment Area Six Bonds maturing after May 1, 20  may, at the option of the District be called for redemption prior to maturity as a whole or in part, at any time, on or after May 1, 20  (less than all Assessment Area Six Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of Assessment Area Six 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 Assessment Area Six Optional Redemption Subaccount of the Assessment Area Six Bond Redemption Account. If such optional redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be optionally redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

Mandatory Sinking Fund Redemption
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity

The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity
The Assessment Area Six Bonds maturing on May 1, 20   are subject to mandatory sinking fund redemption from the moneys on deposit in the Assessment Area Six Sinking Fund Account on May 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.

Year
Mandatory Sinking Fund Redemption Amount
$

*

*Maturity
Upon any redemption of Assessment Area Six Bonds other than in accordance with scheduled mandatory sinking fund redemption amounts, the District 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 Assessment Area Six Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Assessment Area Six 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 Assessment Area Six Bonds in any year. In the event of a redemption or purchase occurring less than forty-five (45) days prior to a date on which a 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.

Extraordinary Mandatory Redemption
The Assessment Area Six Bonds are subject to extraordinary mandatory redemption prior to maturity by the District 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 Assessment Area Six Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

from Assessment Area Six Prepayment Principal deposited into the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account following the payment in whole or in part of Assessment Area Six Special Assessments on any assessable property within Assessment Area Six in accordance with the provisions of the Supplemental Indenture, together with any excess moneys transferred by the Trustee from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount as a result of such Prepayment and pursuant to the Supplemental Indenture. If such redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be
redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

from moneys, if any, on deposit in the Funds, Accounts and subaccounts held by the Trustee under the Supplemental Indenture (other than the Assessment Area Six Rebate Fund and the Assessment Area Six Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Assessment Area Six 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 Assessment Area Six Acquisition and Construction Account in accordance with the provisions of the Supplemental Indenture, not otherwise reserved to complete the Assessment Area Six Project and transferred to the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account, together with moneys deposited therein in accordance with the provisions of the Supplemental Indenture, as a result of the reduction of the Assessment Area Six Reserve Requirement. If such redemption shall be in part, the District shall select such principal amount of Assessment Area Six Bonds to be redeemed from each maturity so that debt service on the remaining Outstanding Assessment Area Six Bonds is substantially level.

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

Notice of Redemption
When required to redeem Assessment Area Six Bonds under the Indenture or when directed to do so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption date to all Owners of Assessment Area Six Bonds to be redeemed (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addressed, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption of the Assessment Area Six Bonds for which notice was duly mailed in accordance with the Indenture. If, at the time of mailing of notice of an optional redemption, the District shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all of the Assessment Area Six Bonds called for redemption, such notice shall expressly state that the redemption is conditional and is subject to the deposit of the redemption moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption date, and such notice shall be of no effect unless such moneys are so deposited.

Purchase of Assessment Area Six Bonds
At the written direction of the District, the Trustee shall apply moneys from time to time available in the Assessment Area Six Sinking Fund Account to the purchase of the Assessment Area Six Bonds which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given.
Book-Entry Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Assessment Area Six Bonds. The Assessment Area Six Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Assessment Area Six Bond certificate will be issued for each maturity of the Assessment Area Six Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Assessment Area Six Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Assessment Area Six Bonds on DTC's records. The ownership interest of each actual purchaser of each Assessment Area Six Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Assessment Area Six Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Assessment Area Six Bonds, except in the event that use of the book-entry system for the Assessment Area Six Bonds is discontinued.

To facilitate subsequent transfers, all Assessment Area Six Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or
such other name as may be requested by an authorized representative of DTC. The deposit of Assessment Area Six Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Assessment Area Six Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Assessment Area Six Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Assessment Area Six Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Assessment Area Six Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Assessment Area Six Bond documents. For example, Beneficial Owners of Assessment Area Six Bonds may wish to ascertain that the nominee holding the Assessment Area Six Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Assessment Area Six Bonds within a series or maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Assessment Area Six Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Assessment Area Six Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions, and dividend payments on the Assessment Area Six Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
A Beneficial Owner shall give notice to elect to have its Assessment Area Six Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Assessment Area Six Bonds by causing the Direct Participant to transfer the Participant's interest in the Assessment Area Six Bonds, on DTC's records, to the Trustee. The requirement for physical delivery of Assessment Area Six Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Assessment Area Six Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Assessment Area Six Bonds to the Trustee's DTC account.

DTC may discontinue providing its services as depository with respect to the Assessment Area Six Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Assessment Area Six Bond certificates are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository) pursuant to the procedures of DTC. In that event, Security certificates will be printed and delivered to DTC.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS

General
THE ASSESSMENT AREA SIX BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY FROM THE ASSESSMENT AREA SIX PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE, AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE ASSESSMENT AREA SIX BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION ASSESSMENT AREA SIX SPECIAL ASSESSMENTS TO SECURE AND PAY THE ASSESSMENT AREA SIX BONDS. THE ASSESSMENT AREA SIX BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE CITY, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

The Assessment Area Six Bonds are payable from and secured solely by the Assessment Area Six Pledged Revenues. The Assessment Area Six Pledged Revenues for the Assessment Area Six Bonds consist of (a) all revenues received by the District from Assessment Area Six Special Assessments levied and collected on the assessable lands within Assessment Area Six, benefitted by the Assessment Area Six Project, including, without limitation, amounts received from any
foreclosure proceeding for the enforcement of collection of such Assessment Area Six Special Assessments or from the issuance and sale of tax certificates with respect to such Assessment Area Six Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Assessment Area Six Bonds; provided, however, that Assessment Area Six Pledged Revenues shall not include
(A) any moneys transferred to the Assessment Area Six Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Assessment Area Six Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Assessment Area Six Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso).

The "Assessment Area Six Special Assessments" consist of the non-ad valorem special assessments imposed and levied by the District against the assessable lands within Assessment Area Six specially benefited by the Assessment Area Six Project, or any portions thereof, pursuant to Section 190.022 of the Act, and the Assessment Resolutions (as defined in the Indenture) and assessment proceedings conducted by the District (together with the Assessment Resolutions, the "Assessment Proceedings"). Non-ad valorem assessments are not based on millage and are not taxes, but are a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. The Assessment Area Six Special Assessments will constitute a lien against the land as to which the Assessment Area Six Special Assessments are imposed. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The Assessment Area Six Special Assessments are levied in an amount corresponding to the debt service on the Assessment Area Six Bonds on the basis of benefit received by the lands within the District as a result of the Assessment Area Six Project. The Assessment Methodology (as hereinafter defined), which describes the methodology for allocating the Assessment Area Six Special Assessments to the assessable lands within Assessment Area Six, is included as APPENDIX E attached hereto.

In the Master Indenture, the District has covenanted that, if any Assessment Area Six Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Assessment Area Six Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Assessment Area Six Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Assessment Area Six Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement or (ii) in its sole discretion, make up the amount of such Assessment Area Six Special Assessment from any legally available moneys, which shall be deposited into the Assessment Area Six Account in the Revenue Fund. In case such second Assessment Area Six Special Assessment shall be annulled, the District shall obtain and make other Assessment Area Six Special Assessments until a valid Assessment Area Six Special Assessment shall be made.
Prepayment of Assessment Area Six Special Assessments
The Assessment Proceedings provide that an owner of property subject to the Assessment Area Six Special Assessments may prepay the entire remaining balance of such Assessment Area Six Special Assessment at any time, or a portion of the remaining balance of such Assessment Area Six Special Assessments one time, if there is also paid, in addition to the prepaid principal balance of the Assessment Area Six Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date for the Assessment Area Six Bonds or, if prepaid during the forty-five (45) day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of the Assessment Area Six Special Assessments does not entitle the property owner to any discounts for early payment.

Pursuant to the Act and the Assessment Proceedings, an owner of property subject to the levy of Assessment Area Six Special Assessments may pay the entire balance of the Assessment Area Six Special Assessments remaining due, without interest, within thirty (30) days after the Assessment Area Six Project has been completed or acquired by the District, and the Board has adopted a resolution accepting the Assessment Area Six Project pursuant to Chapter 170.09, Florida Statutes. The Assessment Area Six Landowner, as the sole owner of the assessable property within Assessment Area Six, will covenant to waive this right on behalf of itself and its successors and assigns in connection with the issuance of the Assessment Area Six Bonds. See "BONDOWNERS' RISKS – Prepayment and Redemption Risk" herein.

The Assessment Area Six Bonds are subject to extraordinary redemption as indicated under "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Redemption Provisions –
Extraordinary Mandatory Redemption" from optional and required prepayments of Assessment Area Six Special Assessments by property owners.

Additional Bonds
Under the Indenture, the District will covenant not to issue any other Bonds or other debt obligations secured by the Assessment Area Six Special Assessments. In addition, the District will covenant not to issue any other Bonds or debt obligations for capital projects, secured by Special Assessments on the assessable lands within the District that are subject to the Assessment Area Six Special Assessments, until such time as the Assessment Area Six Special Assessments are Substantially Absorbed or the Majority Holders have otherwise consented in writing. "Substantially Absorbed" means the date at least ninety percent (90%) of the principal portion of the Assessment Area Six Special Assessments have been assigned to residential units within Assessment Area Six that have received certificates of occupancy. The District shall present the Trustee with a certification that the Assessment Area Six Special Assessments are Substantially Absorbed, and the Trustee may rely conclusively upon such certification and shall have no duty to verify if the Assessment Area Six Special Assessments are Substantially Absorbed. In the absence of such written certification, the Trustee is entitled to assume that the Assessment Area Six Special Assessments have not been Substantially Absorbed. Such covenant shall not prohibit the District from issuing refunding Bonds or any Bonds or other obligations secured by Special Assessments levied on District Lands [outside of Assessment Area Six], or to finance any other capital project
that is necessary to remediate any natural disaster, catastrophic damage or failure with respect to the Assessment Area Six Project.

The District (subject to the limitations described above) and/or other public entities may impose taxes or other special assessments on the same properties encumbered by the Assessment Area Six Special Assessments without the consent of the Owners of the Assessment Area Six Bonds. The District expects to impose certain non-ad valorem special assessments called maintenance assessments, which are of equal dignity with the Assessment Area Six Special Assessments on the same lands upon which the Assessment Area Six Special Assessments are imposed, to fund the maintenance and operation of the District. See "THE DEVELOPMENT – Taxes, Fees and Assessments" and "BONDOWNERS' RISKS – Other Taxes and Assessments" herein for more information.

Covenant Against Sale or Encumbrance

In the Master Indenture, the District has covenanted that (a) except for those improvements comprising the Projects that are to be conveyed by the District to the City, the County, the State Department of Transportation or another governmental entity, as to which no assessments of the District will be imposed and (b) except as otherwise permitted in the Master Indenture, it will not sell, lease or otherwise dispose of or encumber any Projects or any part thereof. See "APPENDIX B: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL
INDENTURE" herein.

Acquisition and Construction Account

The Indenture establishes a separate account within the Acquisition and Construction Fund designated as the "Assessment Area Six Acquisition and Construction Account." Net proceeds of the Assessment Area Six Bonds shall be deposited into the Assessment Area Six Acquisition and Construction Account in the amount set forth in the Supplemental Indenture, together with any moneys subsequently transferred or deposited thereto, including moneys transferred from the Assessment Area Six Reserve Account after satisfaction of either the Reserve Release Conditions #1 or Reserve Release Conditions #2 (as defined below) as certified in writing by the District Manager upon which the Trustee may conclusively rely, and such moneys shall be applied as set forth in the Indenture, the Acquisition Agreement (as defined in the Indenture) and the Engineer's Report (as defined herein). Funds on deposit in the Assessment Area Six Acquisition and Construction Account shall only be requested by the District to be applied to the Costs of the Assessment Area Six Project, subject to the provisions of the Supplemental Indenture. Upon satisfaction of the Reserve Release Conditions #1 and Reserve Release Conditions #2, the amount on deposit in the Assessment Area Six Reserve Account in excess of the Assessment Area Six Reserve Requirement, as applicable and as calculated by the District, shall then be transferred by the Trustee to the Assessment Area Six Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, upon consultation with the Consulting Engineer, and applied as provided in the Supplemental Indenture. See " ‒ Reserve Account" herein for more information regarding Reserve Release Conditions #1 or Reserve Release Conditions #2.

Following the Completion Date for the Assessment Area Six Project, all moneys remaining in the Assessment Area Six Acquisition and Construction Account (and any excess funds from the
Assessment Area Six Reserve Account) that have not been requisitioned within thirty (30) days after satisfaction of the Reserve Release Conditions #2, shall be transferred to the Assessment Area Six General Redemption Subaccount, as directed in writing by the District Manager, on behalf of the District to the Trustee to be applied as provided in the Supplemental Indenture. Notwithstanding the foregoing, the Assessment Area Six Acquisition and Construction Account shall not be closed until the Reserve Release Conditions #2 shall have occurred and the excess funds from the Assessment Area Six Reserve Account shall have been transferred to the Assessment Area Six Acquisition and Construction Account, as directed in writing to the Trustee by the District Manager, and applied in accordance with, or as otherwise provided in, the Supplemental Indenture. The Trustee shall not be responsible for determining the amounts in the Assessment Area Six Acquisition and Construction Account and subaccounts allocable to the Assessment Area Six Project or any transfers made to such Accounts in accordance with direction from the District Manager.

The Trustee shall make no such transfers from the Assessment Area Six Acquisition and Construction Account to the Assessment Area Six General Redemption Subaccount if an Event of Default exists with respect to the Assessment Area Six Bonds, of which the Trustee has actual notice as described in the Master Indenture. Except as provided in the Supplemental Indenture, the Trustee withdraw moneys from the Assessment Area Six Acquisition and Construction Account or subaccounts therein only upon presentment to the Trustee of a properly signed requisition in substantially the form attached to the Supplemental Indenture. After no funds remain in the Assessment Area Six Acquisition and Construction Account, such Account shall be closed.

Reserve Account

The Indenture establishes a separate account with the Debt Service Reserve Fund designated as the "Assessment Area Six Reserve Account" within the Debt Service Reserve Fund solely for the benefit of the Assessment Area Six Bonds. Proceeds of the Assessment Area Six Bonds in the amount of the Assessment Area Six Reserve Requirement will be deposited into the Assessment Area Six Reserve Account.

"Assessment Area Six Reserve Requirement" or "Reserve Requirement" shall mean (i) initially, an amount equal to the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time; (ii) upon the occurrence of the Reserve Release Conditions #1, fifty percent (50%) of the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time; and (iii) upon the occurrence of the Reserve Release Conditions #2, ten percent (10%) of the maximum annual debt service on the Assessment Area Six Bonds as calculated from time to time. Upon satisfaction of the Reserve Release Conditions #1 or Reserve Release Conditions #2, as applicable, such excess amount shall be released from the Assessment Area Six Reserve Account and transferred to the Assessment Area Six Acquisition and Construction Account in accordance with the provisions of the Supplemental Indenture. For the purpose of calculating the Assessment Area Six Reserve Requirement, maximum annual debt service, fifty percent (50%) of maximum annual debt service, or ten percent (10%) of maximum annual debt service, as the case may be, shall be recalculated in connection with the extraordinary mandatory redemption resulting from the receipt of Assessment Area Six Prepayment Principal or following the Completion Date, as described in the Supplemental Indenture (but not upon the optional or mandatory sinking fund redemption thereof), and such excess amount shall be released
from the Assessment Area Six Reserve Account and, other than as provided in the immediately preceding sentence, transferred to the Assessment Area Six General Redemption Subaccount or the Assessment Area Six Prepayment Subaccount as applicable, in accordance with the provisions of the Supplemental Indenture. Amounts on deposit in the Assessment Area Six Reserve Account may, upon final maturity or redemption of all Outstanding Assessment Area Six Bonds be used to pay principal of and interest on the Assessment Area Six Bonds at that time. Initially, the Assessment Area Six Reserve Requirement shall be equal to $	.

"Reserve Release Conditions #1" shall mean, collectively (i) all of the Outstanding principal amount of the Assessment Area Six Special Assessments shall have been assigned to lots that have been developed, platted and conveyed to homebuilders, and (ii) there shall be no Events of Default under the Assessment Area Six Indenture, all as certified by the District Manager in writing upon which the Trustee may conclusively rely.

"Reserve Release Conditions #2" shall mean collectively (i) satisfaction of Reserve Release Conditions #1, (ii) all of the Outstanding principal portion of the Assessment Area Six Special Assessments has been assigned to homes that have received a certificate of occupancy, and (iii) there shall be no Events of Default under the Assessment Area Six Indenture, all as certified by the District Manager in writing and upon which the Trustee may conclusively rely.

Notwithstanding any provisions in the Master Indenture to the contrary, the District covenants not to substitute the cash and Investment Securities on deposit in the Assessment Area Six 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 Assessment Area Six 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 Assessment Area Six Reserve Account and transfer any excess therein above the Assessment Area Six Reserve Requirement resulting from investment earnings, to the Assessment Area Six Revenue Account in accordance with the Supplemental Indenture.

Subject to the provisions of the Supplemental Indenture, on any date the District receives notice from the District Manager that a landowner wishes to prepay its Assessment Area Six Special Assessments relating to the benefited property of such landowner, or as a result of a mandatory true-up payment, the District shall calculate, or cause the District Manager on behalf of the District to calculate, the principal amount of such Prepayment, taking into account a credit against the amount of Assessment Area Six Prepayment Principal due by the amount of money in the Assessment Area Six Reserve Account that will be in excess of the Assessment Area Six Reserve Requirement for the Assessment Area Six Bonds, taking into account the proposed Prepayment. Such excess shall be transferred to the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account as a result of such Prepayment. The District Manager, on behalf of the District, shall make such calculation within ten (10) Business Days after such Prepayment and shall instruct the Trustee in writing to transfer such amount of credit given to the respective landowner from the Assessment Area Six Reserve Account to the Assessment Area Six Prepayment Subaccount of the Assessment Area Six Bond Redemption Account to be used for the extraordinary mandatory redemption of the Assessment Area Six Bonds
in accordance with the Supplemental Indenture. The Trustee is authorized to make such transfers and has no duty to verify such calculations. Notwithstanding any of the foregoing, amounts on deposit in the Assessment Area Six Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Assessment Area Six Bonds to the Assessment Area Six General Redemption Subaccount, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Assessment Area Six Special Assessments and applied to redeem a portion of the Assessment Area Six Bonds is less than the principal amount of Assessment Area Six Bonds indebtedness attributable to such lands.

Notwithstanding the foregoing, upon satisfaction of the Reserve Release Conditions #2, the Trustee shall deposit such excess as directed by the District Manager in writing on deposit in the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account and pay such amount as designated in a requisition, in the form attached to the Supplemental Indenture, to the District submitted by the Assessment Area Six Landowner within thirty (30) days of such transfer which requisition shall be executed by the District and the Consulting Engineer. Such payment is authorized notwithstanding that the Completion Date might have been declared, provided the Assessment Area Six Landowner can establish to the satisfaction of the Consulting Engineer Costs of the Assessment Area Six Project that were not paid from moneys initially deposited in the Assessment Area Six Acquisition and Construction Account. In the event that there are no unreimbursed Costs to pay to the Assessment Area Six Landowner, such excess moneys transferred from the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account shall be deposited into the Assessment Area Six General Redemption Subaccount of the Assessment Area Six Bond Redemption Account upon direction to the Trustee by the District. If no completed requisition as provided in the Supplemental Indenture is submitted to the Trustee within thirty (30) days of moneys having been transferred from the Assessment Area Six Reserve Account to the Assessment Area Six Acquisition and Construction Account as a result of the satisfaction of the Reserve Release Conditions #2, such excess moneys in the Assessment Area Six Acquisition and Construction Account shall then be transferred by the Trustee to the Assessment Area Six General Redemption Subaccount and applied to the redemption of Assessment Area Six Bonds as provided in the Supplemental Indenture.

In addition, and together with the moneys transferred from the Assessment Area Six Reserve Account as described in the foregoing paragraph, if the amount on deposit in the Assessment Area Six General Redemption Subaccount is not sufficient to redeem a principal amount of Assessment Area Six Bonds in an Authorized Denomination, the Trustee is authorized to withdraw amounts from the Assessment Area Six Revenue Account to round up to the amount in the Assessment Area Six General Redemption Subaccount to the nearest Authorized Denomination. Notwithstanding the foregoing, no transfers from the Assessment Area Six Revenue Account shall be made to pay interest on and/or principal of the Assessment Area Six Bonds for the redemption pursuant to the Supplemental Indenture if, as a result, the deposits required under the Supplemental Indenture and described in paragraphs FIRST through FIFTH under the subheading " – Deposit and Application of the Pledged Revenues" herein cannot be made in full.

It shall be an event of default under the Indenture if at any time the amount in the Assessment Area Six Reserve Account is less than the Reserve Requirement therefor as a result of
the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement for the Assessment Area Six Bonds and such amount has not been restored within thirty (30) days of such withdrawal.

Deposit and Application of the Pledged Revenues

The Indenture establishes within the Revenue Fund a separate account designated the "Assessment Area Six Revenue Account." Assessment Area Six Special Assessments (except for Prepayments of Assessment Area Six Special Assessments, which shall be identified as such by the District to the Trustee and deposited in the Assessment Area Six Prepayment Subaccount) shall be deposited by the Trustee into the Assessment Area Six Revenue Account. Pursuant to the Indenture, the Trustee shall transfer from amounts on deposit in the Assessment Area Six 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 [May 1, 2024], to the Assessment Area Six Interest Account of the Debt Service Fund, an amount equal to the interest on the Assessment Area Six Bonds becoming due on the next succeeding Interest Payment Date, less any amount on deposit in the Assessment Area Six Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each May 1, commencing May 1, 20 , to the Assessment Area Six Sinking Fund Account, an amount equal to the principal amount of Assessment Area Six Bonds subject to sinking fund redemption on such May 1, less any amount on deposit in the Assessment Area Six Sinking Fund Account not previously credited;

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

FOURTH, notwithstanding the foregoing, at any time the Assessment Area Six Bonds are subject to redemption on a date which is not a May 1 or November 1 Interest Payment Date, the Trustee shall be authorized to transfer to the Assessment Area Six Interest Account, the amount necessary to pay interest on the Assessment Area Six 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 Assessment Area Six Costs of Issuance Account upon the written request of the District to cover any deficiencies in the amount allocated to pay the cost of issuing the Assessment Area Six Bonds and next, any balance in the Assessment Area Six Revenue Account shall remain on deposit in such Assessment Area Six Revenue Account, unless needed to be transferred to the Assessment Area Six Prepayment Subaccount for the purposes of rounding the principal amount of a Assessment Area Six Bond subject to extraordinary mandatory redemption pursuant to the
Supplemental Indenture to an Authorized Denomination, or unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Assessment Area Six Rebate Fund, in which case, the District shall direct the Trustee to make such deposit thereto.

Investments

Pursuant to the Master Indenture, the Trustee shall, as directed by the District in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Account within the Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and certain specified types of Investment Securities (as defined in the Master Indenture), unless the applicable Supplemental Indenture provides for alternate investments. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, the Trustee shall, as directed by the District in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments pursuant to the Indenture shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to the provisions of the Indenture, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon written request of the District, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund. In the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder invested or for any losses because such amounts were not invested. See "APPENDIX B: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE" attached hereto.

Master Indenture Provisions Relating to Bankruptcy or Insolvency of a Landowner
For purposes the following, (a) Bonds secured by and payable from Special Assessments levied against property owned by any Insolvent Taxpayer (defined below) are collectively referred to herein as the "Affected Bonds" and (b) the Special Assessments levied against any Insolvent Taxpayer's property and pledged under a Supplemental Indenture as security for the Affected Bonds are collectively referred to herein as the "Affected Special Assessments." The Master Indenture contains the following provisions which, pursuant to the Indenture, shall be applicable
both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to the Affected Special Assessments (herein, an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Affected Bonds remain Outstanding, in any Proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments, the District shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Affected Bonds or for as long as any Affected Bonds remain Outstanding, in any proceeding involving the District, any Insolvent Taxpayer, the Affected Bonds or the Affected Special Assessments or the Trustee. The District has agreed in the Master Indenture that it shall not be a defense to a breach of the foregoing covenant that it has acted upon advice of counsel in not complying with this covenant.

In the Master Indenture, the District will acknowledge and agree that, although the Affected Bonds were issued by the District, the Owners of the Affected Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the District has agreed in the Master Indenture that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture;
(b) the District has agreed in the Master Indenture that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Affected Special Assessments, the Affected Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the District, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the District, including without limitation, motions seeking relief from the automatic stay, dismissal of the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the District shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the Bankruptcy Code and (d) the District shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to Trustee's enforcement of the District claim and rights with respect to the Affected Special Assessments or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District has agreed in the Master Indenture that the Trustee shall have the right (i) to file a
proof of claim with respect to the Affected Special Assessments, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and
to defend any objection filed to said proof of claim. See "BONDOWNERS' RISKS – Bankruptcy Risks" herein.

Events of Default and Remedies
The Master Indenture provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the Assessment Area Six Bonds:
if payment of any installment of interest on any Assessment Area Six Bond is not made when it becomes due and payable; or
if payment of the principal or Redemption Price of any Assessment Area Six Bond is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or

if the District, for any reason, fails in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act, as determined by the Majority Holder of the Assessment Area Six Bonds; or
if the District proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the District or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the District and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or

if the District defaults in the due and punctual performance of any other covenant in the Indenture or in any Assessment Area Six Bond and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the District by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Majority Holder of the Outstanding Assessment Area Six Bonds; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the District shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or

if at any time the amount in the Assessment Area Six Reserve Account is less than the Assessment Area Six Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Debt Service Requirement on the Assessment Area Six Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or

if on an Interest Payment Date the amount in the Assessment Area Six Interest Account, the Assessment Area Six Principal Account or the Assessment Area Six Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on the Assessment Area
Six Bonds on such Interest Payment Date (without regard to any amount available for such purpose in the Reserve Account); or

if, at any time after eighteen months following issuance of the Assessment Area Six Bonds, more than twenty percent (20%) of the "maintenance special assessments" levied by the District on District lands upon which the Assessment Area Six Special Assessments are levied to secure the Assessment Area Six Bonds pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, when due.

The Trustee shall not be required to rely on any official action, admission or declaration by the District before recognizing that an Event of Default under (c) above has occurred.

No Assessment Area Six Bonds shall be subject to acceleration. Upon occurrence and continuance of an Event of Default with respect to the Assessment Area Six Bonds, no optional redemption or extraordinary mandatory redemption of Assessment Area Six Bonds pursuant to the Indenture shall occur unless all of the Assessment Area Six Bonds will be redeemed or if 100% of the Holders of the Assessment Area Six Bonds agree to such redemption.

If any Event of Default with respect to the Assessment Area Six Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Assessment Area Six Bonds and receipt of indemnity to its satisfaction shall, in its own name:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Assessment Area Six Bonds, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Bondholders of the Assessment Area Six Bonds and to perform its or their duties under the Act;

bring suit upon the Assessment Area Six Bonds;

by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Assessment Area Six Bonds;

by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Assessment Area Six Bonds; and

by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing the Assessment Area Six Bonds.

If any proceeding taken by the Trustee on account of any Event of Default with respect to the Assessment Area Six Bonds is discontinued or is determined adversely to the Trustee, then the District, the Trustee, the Paying Agent and the Bondholders of the Assessment Area Six Bonds shall be restored to their former positions and rights under the Indenture as though no such proceeding had been taken.

Subject to the provisions of the Indenture, the Holders of a majority in aggregate principal amount of the Outstanding Assessment Area Six Series then subject to remedial proceedings under
the Master Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General
The primary sources of payment for the Assessment Area Six Bonds are the Assessment Area Six Special Assessments imposed on lands in Assessment Area Six specially benefited by the Assessment Area Six Project, pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX E:
ASSESSMENT METHODOLOGY" attached hereto.

The determination, order, levy, and collection of Assessment Area Six Special Assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District, the Polk County Tax Collector (the "Tax Collector") or the Polk County Property Appraiser (the "Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Assessment Area Six Special Assessments during any year. Such delays in the collection of Assessment Area Six Special Assessments, or complete inability to collect the Assessment Area Six Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Assessment Area Six Bonds. See "BONDOWNERS' RISKS." To the extent that landowners fail to pay the Assessment Area Six Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Assessment Area Six Bonds.

For the Assessment Area Six Special Assessments to be valid, the Assessment Area Six Special Assessments must meet two requirements: (1) the benefit from the Assessment Area Six Project to the lands subject to the Assessment Area Six Special Assessments must exceed or equal the amount of the Assessment Area Six Special Assessments, and (2) the Assessment Area Six Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Certificate of the Methodology Consultant will certify that these requirements have been met with respect to the Assessment Area Six Special Assessments.

Pursuant to the Act and the Assessment Proceedings, the District may collect the Assessment Area Six Special Assessments through a variety of methods. See "BONDOWNERS' RISKS." Initially, with respect to any assessable lands which have not yet been platted, or when the timing for using the Uniform Method will not yet allow for using such method, unless the Trustee, acting at the direction of the Majority Holders directs the District otherwise, the District will directly issue annual bills to landowners requiring payment of the Assessment Area Six Special Assessments for lands that have not yet been platted, and will enforce that bill through foreclosure proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX E: ASSESSMENT METHODOLOGY" hereto. As
lands within Assessment Area Six are platted and sold, the Assessment Area Six Special Assessments will be added to the Polk County tax roll and collected pursuant to the Uniform
Method (as described below). The following is a description of certain statutory provisions relating to each of these collection methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes.

Direct Billing & Foreclosure Procedure

As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, in certain circumstances the District shall directly levy, collect and enforce the Assessment Area Six Special Assessments. In this context, Section 170.10 of the Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Assessment Area Six Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay Assessment Area Six Special Assessments and the ability to foreclose the lien of such Assessment Area Six Special Assessments upon the failure to pay such Assessment Area Six Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Assessment Area Six Special Assessments. See "BONDOWNERS' RISKS."
Uniform Method Procedure

Subject to certain conditions, and for platted lands (as described above), the District may alternatively elect to collect the Assessment Area Six Special Assessments using the Uniform Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Assessment Area Six Special Assessments to be levied and then collected in this manner.

If the Uniform Method of collection is used, the Assessment Area Six Special Assessments will be collected together with County, City, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes and assessments – including the Assessment Area Six Special Assessments – are to be billed, and landowners in the District are
required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Assessment Area Six Special Assessments.
All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Assessment Area Six Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Assessment Area Six Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Assessment Area Six Bonds.

Under the Uniform Method, if the Assessment Area Six Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment.

The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Assessment Area Six Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Assessment Area Six Special Assessments, (2) that future landowners and taxpayers in the District will pay such Assessment Area Six Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Assessment Area Six Special Assessments and all other liens that are coequal therewith.

Collection of delinquent Assessment Area Six Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Assessment Area Six Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%).
If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or struck off, to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum, costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Assessment Area Six Special Assessments), interest, costs and charges on the real property described in the certificate.

Unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees, any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued, and at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above.

For any holder other than the County, a tax certificate expires seven years after the date of issuance, if a tax deed has not been applied for, and no other administrative or legal proceeding, including a bankruptcy, has existed of record, the tax certificate is null and void. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts
included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, and, if property is homestead property, the moneys to cover the one-half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata.

Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished.

If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property, including the Assessment Area Six Special Assessments, are canceled and a deed is executed vesting title in the governing board of such County.

There can be no guarantee that the Uniform Method will result in the payment of Assessment Area Six Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Assessment Area Six Special Assessments, which is the primary source of payment of the Assessment Area Six Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS."

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are
described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the Assessment Area Six Bonds offered hereby and are set forth below. Prospective investors in the Assessment Area Six Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Assessment Area Six Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the Assessment Area Six Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Assessment Area Six Bonds.

Concentration of Land Ownership
As of the date hereof, the Assessment Area Six Landowner owns all of the assessable lands within Assessment Area Six, which are the lands that will be subject to the Assessment Area Six Special Assessments securing the Assessment Area Six Bonds. Payment of the Assessment Area Six Special Assessments is primarily dependent upon their timely payment by the Assessment Area Six Landowner and the other future landowners in Assessment Area Six. Non-payment of the Assessment Area Six Special Assessments by any of the landowners could have a substantial adverse impact upon the District's ability to pay debt service on the Assessment Area Six Bonds. See "THE ASSESSMENT AREA SIX LANDOWNER" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS" herein.

Bankruptcy and Related Risks
In the event of the institution of bankruptcy or similar proceedings with respect to the Assessment Area Six Landowner or any other owner of benefited property, delays could occur in the payment of debt service on the Assessment Area Six Bonds, as such bankruptcy could negatively impact the ability of: (i) the Assessment Area Six Landowner and any other landowner to pay the Assessment Area Six Special Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Assessment Area Six Special Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Assessment Area Six Special Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Assessment Area Six Bonds under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Assessment Area Six Bonds, including, without limitation, enforcement of the obligation to pay Assessment Area Six Special Assessments and the ability of the District to foreclose the lien of the Assessment Area Six Special Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Assessment Area Six Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Assessment Area Six Bonds could have a material adverse impact on the interest of the Owners thereof.
A 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the landowners/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Master Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an Insolvent Taxpayer (as previously defined). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS – Master Indenture
Provisions Relating to Bankruptcy or Insolvency of a Landowner" herein. The District cannot express any view whether such delegation would be enforceable.

Assessment Area Six Special Assessments Are Non-Recourse
The principal security for the payment of the principal and interest on the Assessment Area Six Bonds is the timely collection of the Assessment Area Six Special Assessments. The Assessment Area Six Special Assessments do not constitute a personal indebtedness of the landowners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the Assessment Area Six Landowner or subsequent landowners will be able to pay the Assessment Area Six Special Assessments or that they will pay such Assessment Area Six Special Assessments even though financially able to do so. Neither the Assessment Area Six Landowner nor any other subsequent landowners have any personal obligation to pay the Assessment Area Six Special Assessments. Neither the Assessment Area Six Landowner nor any subsequent landowners are guarantors of payment of any Assessment Area Six Special Assessments, and the recourse for the failure of the Assessment Area Six Landowner or any subsequent landowner to pay the Assessment Area Six Special Assessments is limited to the collection proceedings against the land subject to such unpaid Assessment Area Six Special Assessments, as described herein. Therefore the likelihood of collection of the Assessment Area Six Special Assessments may ultimately depend on the market value of the land subject to the Assessment Area Six Special Assessments. While the ability of the Assessment Area Six Landowner or subsequent landowners to pay the Assessment Area Six Special Assessments is a relevant factor, the willingness of the Assessment Area Six Landowner or subsequent landowners to pay the Assessment Area Six Special Assessments, which may also be affected by the value of the land subject to the Assessment Area Six Special Assessments, is also an important factor in the collection of Assessment Area Six Special Assessments. The failure of the Assessment Area Six Landowner or subsequent landowners to pay the Assessment Area Six Special Assessments could render the District unable to collect delinquent Assessment Area Six Special Assessments and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Assessment Area Six Bonds.

Regulatory and Environmental Risks
The development of the District Lands, including Assessment Area Six, is subject to comprehensive federal, state and local regulations and future changes to such regulations.
Approval is required from various public agencies in connection with, among other things, the design, nature and extent of planned improvements, both public and private, and construction of the infrastructure in accordance with applicable zoning, land use and environmental regulations. Although all such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the development of the District Lands. See "THE DEVELOPMENT – Development Approvals" herein for more information.

The value of the land within the District, the success of the Development, the development of Assessment Area Six and the likelihood of timely payment of principal and interest on the Assessment Area Six Bonds could be affected by environmental factors with respect to the land in the District. Should the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the lands within the District and the likelihood of the timely payment of the Assessment Area Six Bonds. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. See "THE DEVELOPMENT – Environmental" for information on environmental site assessments obtained or received. Nevertheless, it is possible that hazardous environmental conditions could exist within the District or in the vicinity of the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within Assessment Are Six. No assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future, whether originating within the District or from surrounding property, and what effect such may have on the development or sale of the lands in Assessment Area Six.

The value of the lands subject to the Assessment Area Six Special Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District Lands unable to support future development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the Assessment Area Six Bonds. The Assessment Area Six Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Economic Conditions and Changes in Development Plans

The successful development of Assessment Area Six and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Assessment Area Six Landowner. Moreover, the Assessment Area Six Landowner has the right to modify or change plans for development of Assessment Area Six from time to time, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size and number of units to be developed, and may seek in the future, in accordance with and subject to the provisions of the Act, to contract or expand the boundaries of the District.
Other Taxes and Assessments
The willingness and/or ability of an owner of benefited land to pay the Assessment Area Six Special Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the County, the City, or any other local special purpose or general purpose governmental entities. County, City, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the Assessment Area Six Special Assessments, collected pursuant to the Uniform Method are payable at one time. Public entities whose boundaries overlap those of the District could, without the consent of the owners of the land within the District, impose additional taxes on the property within the District. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Assessment Area Six Special Assessments. In addition, lands within the District may also be subject to assessments by property owners' and homeowners' associations. See "THE DEVELOPMENT – Taxes, Fees and Assessments" herein for additional information.

Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Assessment Area Six Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Assessment Area Six Special Assessment, even though the landowner is not contesting the amount of the Assessment Area Six Special Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem assessments and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.

Limited Secondary Market for Assessment Area Six Bonds
The Assessment Area Six Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Assessment Area Six Bonds in the event an Owner thereof determines to solicit purchasers for the Assessment Area Six Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Assessment Area Six Bonds may be sold. Such price may be lower than that paid by the current Owners of the Assessment Area Six Bonds, depending on the progress of development of the lands within Assessment Area Six, existing real estate and financial market conditions and other factors.

Inadequacy of Reserve Account
Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the Assessment Area Six Special Assessments, may not adversely affect the timely payment of debt service on the Assessment Area Six Bonds because of the Assessment Area Six Reserve Account. The ability of the Assessment Area Six Reserve Account to fund
deficiencies caused by delinquencies in the Assessment Area Six Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the Assessment Area Six Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in such Reserve Account to make up deficiencies. If the District has difficulty in collecting the Assessment Area Six Special Assessments, the Assessment Area Six Reserve Account would be rapidly depleted and the ability of the District to pay debt service on the Assessment Area Six Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the Assessment Area Six Reserve Account and such other Funds, Accounts and subaccounts created under the Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact the Assessment Area Six Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re- assess real property then burdened by the Assessment Area Six Special Assessments in order to provide for the replenishment of the Assessment Area Six Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS – Reserve
Account" herein for more information about the Assessment Area Six Reserve Account.

Legal Delays

If the District should commence a foreclosure action against a landowner for nonpayment of Assessment Area Six Special Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the Assessment Area Six Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code (as defined herein), there are limitations on the amounts of proceeds from the Assessment Area Six Bonds that can be used for such purpose.

IRS Examination and Audit Risk
The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the
Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that the Village Center CDD was not a "proper issuer of tax- exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax-exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD.

On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations required that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and
(iii) have a governing body controlled by or have significant uses of its funds or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On October 4, 2017, the Treasury Department ("Treasury") announced that it would withdraw the proposed regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues." Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017.

It has been reported that the IRS has closed audits of other community development districts in the State with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by the landowners and none were elected by qualified electors. The Assessment Area Six Landowner will certify as to its expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act. Such certification by the Assessment Area Six Landowner does not ensure that such certification shall be determinative of, or may influence the outcome of
any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of the Assessment Area Six Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable State or federal law.

Owners of the Assessment Area Six Bonds are advised that, if the IRS does audit the Assessment Area Six Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Assessment Area Six Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Assessment Area Six Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Assessment Area Six Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Assessment Area Six Bonds would adversely affect the availability of any secondary market for the Assessment Area Six Bonds. Should interest on the Assessment Area Six Bonds become includable in gross income for federal income tax purposes, not only will Owners of Assessment Area Six Bonds be required to pay income taxes on the interest received on such Assessment Area Six Bonds and related penalties, but because the interest rate on such Assessment Area Six Bonds will not be adequate to compensate Owners of the Assessment Area Six Bonds for the income taxes due on such interest, the value of the Assessment Area Six Bonds may decline.

THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES ON THE ASSESSMENT AREA SIX BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE ASSESSMENT AREA SIX BONDS. PROSPECTIVE PURCHASERS OF THE ASSESSMENT AREA SIX BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE ASSESSMENT AREA SIX BONDS IN THE EVENT THAT THE INTEREST ON THE ASSESSMENT AREA SIX BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).

Loss of Exemption from Securities Registration

The Assessment Area Six Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, because of the exemption for securities issued by political subdivisions. It is possible that federal or state regulatory authorities could in the future determine that the District is not a political subdivision for purposes of federal and state securities laws, including without limitation as the result of a determination by the IRS, judicial or otherwise, of the District's status for purposes of the Code. In such event, the District and purchasers of Assessment Area Six Bonds may not be able to rely on the exemption from registration under the Securities Act relating to securities issued by political subdivisions. In that event, the Owners of the Assessment Area Six Bonds would need to ensure
that subsequent transfers of the Assessment Area Six Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.

Federal Tax Reform

Various legislative proposals are mentioned from time to time by members of Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of challenging the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Assessment Area Six Bonds, by eliminating or changing the tax-exempt status of interest on such bonds. Whether any such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Assessment Area Six Bonds cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Assessment Area Six Bonds. Prospective purchasers of the Assessment Area Six Bonds should consult their tax advisors as to the impact of any proposed or pending legislation. See also "TAX MATTERS" herein.

State Tax Reform

It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renewed requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Assessment Area Six Bonds. It should be noted that Section 190.16(14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the … assessments… and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not impair the rights or remedies of such holders."

Insufficient Resources or Other Factors Causing Failure to Complete Development
The cost to finish the Assessment Area Six Project will exceed the net proceeds from the Assessment Area Six Bonds. There can be no assurance, in the event the District does not have sufficient moneys on hand to complete the Assessment Area Six Project, that the District will be able to raise, through the issuance of additional bonds or otherwise, the moneys necessary to
complete the Assessment Area Six Project. Further, the Indenture sets forth certain limitations on the issuance of additional bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS – Additional Bonds" for more information.
Although the Assessment Area Six Landowner will agree to fund or cause to be funded the completion of the Assessment Area Six Project regardless of the insufficiency of proceeds from the Assessment Area Six Bonds and will enter into a completion agreement with the District as evidence thereof, there can be no assurance that the Assessment Area Six Landowner will have sufficient resources to do so. Such obligation of the Assessment Area Six Landowner is an unsecured obligation, and the Assessment Area Six Landowner is a special-purpose entity whose assets consist primarily of its interests in the Development. See "THE ASSESSMENT AREA SIX LANDOWNER" herein for more information.

There are no assurances that the Assessment Area Six Project and any other remaining development work associated with the Assessment Area Six will be completed. Further, there is a possibility that, even if Assessment Area Six is developed, the Builders may not close on all or any of the lots therein, and such failure to close could negatively impact the construction and sale of homes in Assessment Area Six. The Builder Contracts may also be terminated by the Builders upon the occurrence or failure to occur of certain conditions set forth therein. See "THE DEVELOPMENT – The Builders and the Builder Contracts" herein for more information about the Builders and the Builder Contracts.

Pandemics and Other Public Health Emergencies

The COVID-19 pandemic severely impacted global financial markets, unemployment levels and commerce generally. It is possible that, in the future, the spread of epidemic or pandemic diseases and/or government health and public safety restrictions imposed in response thereto could adversely impact the District, the Assessment Area Six Landowner, the timely and successful completion of Assessment Area Six, the purchase of lots therein by the Builders and the construction and sale to purchasers of residential units therein. Such impacts could include delays in obtaining development approvals, construction delays, supply chain delays, or increased costs. See also "BONDOWNERS' RISKS – Economic Conditions and Changes in Development Plans" and " ‒ Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

Cybersecurity

The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties' digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurances can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of debt service on the Assessment Area Six Bonds.
Prepayment and Redemption Risk
In addition to being subject to optional and mandatory sinking fund redemptions, the Assessment Area Six Bonds are subject to extraordinary mandatory redemption, including, without limitation, as a result of prepayments of the Assessment Area Six Special Assessments by the Assessment Area Six Landowner or subsequent owners of the property within Assessment Area Six. Any such redemptions of the Assessment Area Six Bonds would be at the principal amount of such Assessment Area Six Bonds being redeemed plus accrued interest to the date of redemption. In such event, owners of the Assessment Area Six Bonds may not realize their anticipated rate of return on the Assessment Area Six Bonds and owners of any Premium Bonds (as defined herein) may receive less than the price they paid for the Assessment Area Six Bonds. See "DESCRIPTION OF THE ASSESSMENT AREA SIX BONDS – Redemption Provisions," " – Purchase of Assessment Area Six Bonds" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE ASSESSMENT AREA SIX BONDS – Prepayment of Assessment Area Six Special Assessments" herein for more information.

Payment of Assessment Area Six Special Assessments after Bank Foreclosure
In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Assessment Area Six Special Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

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ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of proceeds of the Assessment Area Six Bonds:

Total Assessment Area Six
	Bonds	
Sources of Funds:
Principal Amount	$	
[Less Original Issue Discount]		
Total Sources	$	

Use of Funds:
Deposit to Assessment Area Six Acquisition and Construction
Account	$	
Deposit to Assessment Area Six Interest Account(1)
Deposit to Assessment Area Six Reserve Account		
Costs of Issuance(2)

Total Uses	$	

Includes capitalized interest through 	 1, 20	.
Costs of issuance include, without limitation, underwriter's discount, legal fees and other costs associated with the issuance of the Assessment Area Six Bonds.

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Bonds:
DEBT SERVICE REQUIREMENTS
The following table sets forth the scheduled debt service on the Assessment Area Six

Period Ending

Assessment Area Six Bonds	Total Debt

November 1
Principal	Interest
Service

Totals

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THE DISTRICT

General

The District is an independent local unit of special-purpose government of the State created in accordance with the Act by the Ordinance (described below). The District encompasses approximately 583.79 gross acres of land, located within the incorporated municipal boundaries of the City of Winter Haven, Florida, in Polk County. The District is located west of CR 653 and south of Eloise Loop Road. The District was established under Ordinance Nos. O-18-70, O-20-40, O-21-32, and O-22-68 duly enacted by the City on November 26, 2018, October 26, 2020, April 12, 2021, and November 28, 2022, respectively (the "Ordinance"). The District Lands are being developed as a residential community known as VillaMar (the "Development"). For more information, see "THE DEVELOPMENT" herein.

Governance

The Act provides that a five-member Board of Supervisors (the "Board") serves as the governing body of the District. Members of the Board (the "Supervisors") must be residents of the State and citizens of the United States. Initially, the Supervisors were appointed in the Ordinance. Within ninety (90) days after formation of the District, an election was held pursuant to which new Supervisors were elected on an at-large basis by the owners of the property within the District. Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number). A Supervisor serves until expiration of his or her term and until his or her successor is chosen and qualified. If, during a term of office, a vacancy occurs, the remaining Supervisors may fill the vacancy by an appointment of an interim Supervisor for the remainder of the unexpired term.

The landowners in the District elect two Supervisors to four-year terms and three Supervisors to two-year terms at bi-annual elections. After the first election of the Board, the next election by landowners will be the first Tuesday in the applicable November. Thereafter, the elections will take place every two years on a date in November established by the Board. Upon the later of six years after the initial appointment of Supervisors and the year when the District next attains at least 250 qualified electors, Supervisors whose terms are expiring will begin to be elected (as their terms expire) by qualified electors of the District. A qualified elector is a registered voter who is at least eighteen years of age, a resident of the District and the State and a citizen of the United States. At the election where Supervisors are first elected by qualified electors, two Supervisors must be qualified electors and be elected by qualified electors, each elected to four- year terms. The seat of the remaining Supervisor whose term is expiring at such election shall be filled by a Supervisor who is elected by the landowners for a four-year term and who is not required to be a qualified elector. Thereafter, as terms expire, all Supervisors must be qualified electors and must be elected by qualified electors to serve staggered four-year terms.

Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the Act.
The Act provides that it shall not be an impermissible conflict of interest under State law governing public officials for a Supervisor to be a stockholder, officer or employee of an owner of the land within the District.
The current members of the Board and the date of expiration of the term of each member are set forth below:

Name	Title	Term Expires	
Warren "Rennie" Heath II *	Chair	November 2027	
Brian Walsh	Vice Chair	November 2025	
Milton Andrade	Assistant Secretary	November 2025	
Eric Lavoie *	Assistant Secretary	November 2027	
Lauren Schwenk *	Assistant Secretary	November 2025	

*	Affiliated with the Assessment Area Six Landowner or its affiliates.

A majority of the Supervisors constitutes a quorum for the purposes of conducting the business of the District and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of the majority of the Supervisors present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under the State's "sunshine" or open meetings law.

Legal Powers and Authority

As a special district, the District has only those powers specifically delegated to it by the Act and the Ordinance, or necessarily implied from powers specifically delegated to it. The Act provides that the District has the power to issue general obligation, revenue and special assessment bonds in any combination to pay all or part of the cost of infrastructure improvements authorized under the Act. The Act further provides that the District has the power to levy and assess taxes on all taxable real and tangible personal property, and to levy Special Assessments on specially benefited lands, within its boundaries to pay the principal of and interest on bonds issued and to provide for any sinking or other funds established in connection with any such bond issues. The Act also authorizes the District to impose assessments to maintain assets of the District and to pay operating expenses of the District. The District may also impose user fees, rates and charges and may enter into agreements with property owner associations within and without the boundaries of the District in order to defray its administrative, maintenance and operating expenses.

Among other provisions, the Act gives the District the right (i) to hold, control, and acquire by donation, purchase, condemnation, or dispose of, any public easements, dedications to public use, platted reservations for public purposes, or any reservations for those purposes authorized by the Act and to make use of such easements, dedications, or reservations for any of the purposes authorized by the Act, (ii) to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for various basic infrastructures, including District roads equal to or exceeding the specifications of the County in which such district roads are located, facilities for indoor and outdoor recreational, cultural and educational uses, and any other project within or without the boundaries of the District when a local government has issued a development order approving or expressly requiring the
construction or funding of the project by the District, or when the project is the subject of an agreement between the District and a governmental entity and is consistent with the local government comprehensive plan of the local government within which the project is to be located,
(iii) to borrow money and issue bonds of the District, and (iv) to exercise all other powers necessary, convenient, incidental, or proper in connection with any of the powers or duties of the District stated in the Act.
Also, pursuant to the Ordinance, the District has been granted special powers pursuant to Sections 190.012(2)(a) and (d) of the Act. Such special powers include the right to plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain systems and facilities for (i) parks and facilities for indoor and outdoor recreational and cultural uses, and (ii) security, including, but not limited to, guardhouses, fences and gates, electronic intrusion detection systems, and patrol cars.

The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, and the Act does not empower the District to grant building permits; these functions are performed by the City and the County, as applicable, acting through their respective Commissions and departments of government.

The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any bondholders to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Assessment Area Six Bonds.

The District Manager and Other Consultants
The chief administrative official of the District is the District Manager. The Act provides that the District Manager shall have charge and supervision of the works of the District and shall be responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board. Governmental Management Services – Central Florida, LLC, serves as District Manager. The District Manager's corporate office is located at 219 E. Livingston Street, Orlando, Florida 32801.

The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Kilinski | Van Wyk PLLC, Tallahassee, Florida, as District Counsel; Greenberg Traurig, P.A., Miami, Florida, as Bond Counsel. Governmental Management Services – Central Florida, LLC, also serves as Methodology Consultant for the Assessment Area Six Bonds.

Outstanding Bond Indebtedness

On June 25, 2019, the District issued its Special Assessment Bonds, Series 2019 (the "Assessment Area One Bonds") in the original aggregate principal amount of $7,180,000, of which
$[	] was outstanding as of [	, 2023]. The Assessment Area One Bonds are secured by the Assessment Area One Special Assessments, which are levied on the lands within Assessment Area One within the District, which are separate and distinct from the lands within
Assessment Area Six that are subject to the Assessment Area Six Special Assessments that secure the Assessment Area Six Bonds.

On November 19, 2020, the District issued its Special Assessment Bonds, Series 2020 (the "Assessment Area Two Bonds") in the original aggregate principal amount of $6,500,000, of which $[	] was outstanding as of [	, 2023]. The Assessment Area Two Bonds are secured by the Assessment Area Two Special Assessments, which are levied on the lands within Assessment Area Two within the District, which are separate and distinct from the lands within Assessment Area Six that are subject to the Assessment Area Six Special Assessments that secure the Assessment Area Six Bonds.

On March 10, 2022, the District issued its Special Assessment Bonds, Series 2022 (Phase 3 Project) (the "Assessment Area Three Bonds") in the original aggregate principal amount of
$3,040,000, of which $[	] was outstanding as of [	, 2023]. The Assessment Area Three Bonds are secured by the Assessment Area Three Special Assessments, which are levied on the lands within Assessment Area Three within the District, which are separate and distinct from the lands within Assessment Area Six that are subject to the Assessment Area Six Special Assessments that secure the Assessment Area Six Bonds.

Simultaneously with the Assessment Area Three Bonds, the District issued its Special Assessment Bonds, Series 2022 (Phase 4 Project) (the "Assessment Area Four Bonds") in the original aggregate principal amount of $4,295,000, of which $[	] was outstanding as of [	, 2023]. The Assessment Area Four Bonds are secured by the Assessment Area Four Special Assessments, which are levied on the lands within Assessment Area Four within the District, which are separate and distinct from the lands within Assessment Area Six that are subject to the Assessment Area Six Special Assessments that secure the Assessment Area Six Bonds.

On June 15, 2023, the District issued its Special Assessment Bonds, Series 2023 (Assessment Area Five Project) (the "Assessment Area Five Bonds") in the original aggregate principal amount of $7,940,000, of which $[	] was outstanding as of [	, 2023]. The Assessment Area Five Bonds are secured by the Assessment Area Five Special Assessments, which are levied on the lands within Assessment Area Five within the District, which are separate and distinct from the lands within Assessment Area Six that are subject to the Assessment Area Six Special Assessments that secure the Assessment Area Six Bonds.

For more information regarding the status of development within the District's prior Assessment Areas, see "THE DEVELOPMENT – Update on Prior Phases" herein.

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CAPITAL IMPROVEMENT PLAN AND THE ASSESSMENT AREA SIX PROJECT

General

The "VillaMar Community Development District Amended and Restated Master Engineer's Report for Capital Improvements" dated December 15, 2022, [as amended by the "Amendment to the Amended and Restated Engineer's Report for Capital Improvements"] dated [December 5], 2023 (collectively, the "Engineer's Report"), prepared by Wood & Associates Engineering, LLC (the "District Engineer"), sets forth certain infrastructure improvements to be constructed in the District, including without limitation offsite improvements, stormwater management, roadways, water, sewer and reclaimed water facilities, landscaping and parks and recreation improvements (collectively, the "Capital Improvement Plan" or "CIP").

The CIP is being implemented in phases, and multiple assessment areas have been created within the District. The District previously issued its Prior Bonds to fund portions of the CIP associated with prior assessment areas, as follows:

Assessment Area One. The Assessment Area One Bonds were issued in 2019 and funded a portion of the CIP associated with the development of Assessment Area One within the District (the "Assessment Area One Project"). The Assessment Area One Project is complete, and Assessment Area One has been platted to contain 334 single-family residential lots.

Assessment Area Two. The Assessment Area Two Bonds were issued in 2020 and funded a portion of the CIP associated with the development of Assessment Area Two within the District (the "Assessment Area Two Project"). The Assessment Area Two Project is complete, and Assessment Area Two has been platted to contain 281 single-family units.

Assessment Area Three. The Assessment Area Three Bonds were issued in 2022 and funded a portion of the CIP associated with the development of Assessment Area Three within the District (the "Assessment Area Three Project"). The Assessment Area Three Project is complete, and Assessment Area Three has been platted to contain 140 single-family units.

Assessment Area Four. The Assessment Area Four Bonds were also issued in 2022 and funded a portion of the CIP associated with the development of Assessment Area Four within the District (the "Assessment Area Four Project"). The Assessment Area Four Project is complete, and Assessment Area Four has been platted to contain 200 single-family units.

Assessment Area Five. The Assessment Area Five Bonds were issued in 2023 and funded a portion of the CIP associated with the development Assessment Area Five (the Assessment Area Five Project"). The Assessment Area Five Project is [underway, with completion expected by 		].

See "THE DEVELOPMENT – Update on Prior Phases" herein for more information regarding the status of development within each of the prior Assessment Areas.
The Assessment Area Six Project
The "Assessment Area Six Project" consists of the portion of the CIP associated with the development of Assessment Area Six within the District. "Assessment Area Six," which corresponds to Development Phase 7, contains approximately [  ] acres and is planned for 393 single-family units. The Assessment Area Six Bonds are being issued to fund a portion of the Assessment Area Six Project.

According to the District Engineer, the costs associated with the Assessment Area Six Project are estimated at approximately $[	], as more particularly described below:

Assessment Area Six Project
Infrastructure	(393 Lots)

Off-Site Improvements	$ 	
Stormwater Management		
Utilities (Water, Sewer, Reclaimed & Street Lighting)		
Roadways
Entry Feature, Signage, Landscape & Irrigation Parks and Amenities
Contingency
TOTAL	$	
Land development associated with Assessment Area Six is expected to commence in [December 2023] and is expected to be completed by [	] 2024. As of [	], 202[_], the Assessment Area Six Landowner has spent approximately $[  ] million on soft costs associated with Assessment Area Six. See "THE DEVELOPMENT – Development Plan and Status" herein.

The net proceeds of the Assessment Area Six Bonds in the approximate amount of $6.25 million* will be used to construct or purchase a portion of the Assessment Area Six Project. The Assessment Area Six Landowner will enter into a completion agreement at closing on the Assessment Area Six Bonds whereby the Assessment Area Six Landowner will agree to complete those portions of the Assessment Area Six Project not funded with proceeds of the Assessment Area Six Bonds. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

Upon completion, the water and sewer facilities in the Development will be owned and maintained by the City. The sidewalks, entry feature and signage, and the improvements constituting the stormwater management system will be owned and maintained by the District.
The District expects to issue additional series of bonds to finance additional portions of the CIP associated with the remaining District Lands in the future. Such bonds, if issued, will be secured by assessments levied on lands that are separate and distinct from the land securing the Assessment Area Six Bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE

* Preliminary, subject to change.
ASSESSMENT AREA SIX BONDS – Additional Obligations" for limitations on additional bonds contained in the Indenture.

The District Engineer has indicated that all engineering permits necessary to construct the Assessment Area Six Project as set forth in the Engineer's Report have been obtained or are expected to be obtained in the ordinary course of development. In addition to the Engineer's Report, please refer to "THE DEVELOPMENT – Development Approvals" for a more detailed description of the entitlement and permitting status of the Development, including certain additional permits needed for development of District Lands. See "APPENDIX A: ENGINEER'S REPORT" for more information regarding the above improvements.

Set forth on the following page is a map showing the proposed development plan for the District Lands, including the location of the Assessment Area Six (labeled below as development Phase 7).

[Please provided updated map]

VILLAMAR MASTER SITE LAYOUT

CENTURY	TOTAL

40' LOIS 69
LOIS

87	69

50' LOIS 81
LOIS

81	81

40' LOIS 18
LOIS

24	Sol

50' LOIS 2
LOIS

13

396
LOIS 47 LOIS 443
LOTS
LOTS LOTS LOTS
LOTS
LOTS
LOTS
LOTS
LOTS
LOTSSHAOEO DARKER ARE 50' LOTS

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS
The Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8), dated [January 3, 2023], as supplemented by the Supplemental Assessment Methodology for Assessment Area Six, dated [	, 2023] (collectively, the "Assessment Methodology"), which allocates the Assessment Area Six Special Assessments to the lands within Assessment Area Six, has been prepared by Governmental Management Services – Central Florida, LLC, Orlando, Florida (the "Methodology Consultant"). See "EXPERTS" herein for more information. The Assessment Methodology is included herein as APPENDIX E. Once the final terms of the Assessment Area Six Bonds are determined, the Assessment Methodology will be supplemented to reflect such final terms. Once levied and imposed, the Assessment Area Six Special Assessments are a first lien on the assessed lands within Assessment Area Six until paid or barred by operation of law, co-equal with other taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The Assessment Area Six Bonds are payable from and secured by a pledge of the Assessment Area Six Pledged Revenues, which consist primarily of the Assessment Area Six Special Assessments levied on the assessed lands within Assessment Area Six. Assessment Area Six, which corresponds to the Phase 7 of the Development, contains approximately [  ] gross acres planned for 393 single-family homes. The District will initially impose the Assessment Area Six Special Assessments across all of the lands within Assessment Area Six on an equal per acre basis. As parcels are platted within Assessment Area Six, the debt will be transferred from gross acres to platted lots in accordance with the Assessment Methodology. The Assessment Area Six Special Assessments will be allocated to the 393 lots planned for Assessment Area Six. See "APPENDIX E: ASSESSMENT METHODOLOGY" for more information.

Assuming full platting of Assessment Area Six, the estimated Assessment Area Six Special Assessments levied and allocated to platted units to pay debt service on the Assessment Area Six Bonds and the estimated Assessment Area Six Bond par per unit are expected to be as follows:

Product Type	# of Units
Planned	Net Annual Series 2023
Special Assessment*	Series 2023 Bonds
Total Par Per Unit*	
Single-Family	150	$1,350	$17,181	
Single-Family	243	$1,650	$20,999	
Total	393			

*  Preliminary, subject to change. Annual assessments collected via the Uniform Method [will be subject to a gross up to account for estimated County collection costs/payment discounts, which may fluctuate. To achieve target debt service assessment levels, the Assessment Methodology recognizes landowner contributions.]

The District currently levies assessments to cover its operation and administrative costs at the rate of $756.84 per single-family unit annually, but such amount is subject to change. The land within the District has been and will continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the Assessment Area Six Special Assessments and any other assessments levied by the District. In
addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School Board of Polk County each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. See "THE DEVELOPMENT – Taxes, Fees and Assessments" for more information.

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The information appearing below under the captions "THE DEVELOPMENT" and "THE ASSESSMENT AREA SIX LANDOWNER" has been furnished by the Assessment Area Six Landowner for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by Bond Counsel, the District or its counsel, or the Underwriter or its counsel, and no persons other than the Assessment Area Six Landowner make any representation or warranty as to the accuracy or completeness of such information supplied by them. The following information is provided by the Assessment Area Six Landowner as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Assessment Area Six Landowner is not guaranteeing payment of the Assessment Area Six Bonds or the Assessment Area Six Special Assessments.

THE DEVELOPMENT

General

The District encompasses approximately 583.79 acres located within the City of Winter Haven. The District Lands are being developed as a planned residential community under the name VillaMar (the "Development"). At buildout, the Development is planned to contain approximately [2,002] single-family homes and recreation and amenity areas.
The Development is generally located in southeast Winter Haven, just west of CR 653 and south of Eloise Loop Road. The Development is close to two major transportation arteries in the region, Cypress Gardens Boulevard and Lake Ruby Drive. The surrounding area is a densely populated infill area with a range of housing options, from entry-level to higher-end homes in the area of southern Winter Haven's interconnected chain of lakes. The immediate area has numerous retail establishments and businesses, most notably the regional headquarters of State Farm. Major employers in the area include State Farm, LEGOLAND, the Polk County Sheriff's Office and BayCare.

The Development is centrally located between Tampa and Orlando, between the Polk Parkway and U.S. Highway 27, with access to Interstate 4. Development residents will have access to Central Florida attractions such as Walt Disney World Resort and LEGOLAND Florida. Due to its proximity to Tampa and Orlando, the Development serves as a "bedroom community" to those markets, offering price points substantially below that of similarly sized homes in those markets. Set forth below is a map showing the general location of the Development.

[Remainder of page intentionally left blank.]

The Development is being developed in phases. In 2019, the District issued its Assessment Area One Bonds to fund a portion of the CIP associated with the development of Assessment Area One of the District Lands (the "Assessment Area One Project"). The Assessment Area One Project is complete, and Assessment Area One has been platted to contain 334 single-family residential lots.

In 2020, the District issued its Assessment Area Two Bonds to fund a portion of the CIP associated with the development of Assessment Area Two of the District Lands (the "Assessment Area Two Project"). The Assessment Area Two Project is complete, and Assessment Area Two has been platted to contain 281 single-family units.

In 2022, the District issued its Assessment Area Three Bonds and its Assessment Area Four Bonds to fund a portion of the CIP associated with the development of Assessment Area Three of the District Lands (the "Assessment Area Three Project") and the development of Assessment Area Four of the District Lands (the "Assessment Area Four Project"), respectively. The Assessment Area Three Project is complete, and Assessment Area Three has been platted to contain 140 single-family units. The Assessment Area Four Project is complete, and Assessment Area Four has been platted to contain 200 single-family units.

In 2023, the District issued its Assessment Area Five Bonds to fund a portion of the CIP associated with the development Assessment Area Five (the "Assessment Area Five Project"). The Assessment Area Five Project is [underway, with completion expected by 	]. See "‒ Update on Prior Assessment Areas" herein for more information on the development status of each of the prior Assessment Areas.
The Assessment Area Six Bonds are being issued to finance a portion of the Assessment Area Six Project. Assessment Area Six, which corresponds to development Phase 7, contains approximately [  ] acres of land and is planned to contain 393 single-family lots. The Assessment Area Six Bonds will be secured by the Assessment Area Six Special Assessments, which will initially be levied on the [   ] acres within Assessment Area Six. As lots are platted, the Assessment Area Six Special Assessments will be assigned to the 393 single-family lots planned therein on a first-platted, first-assigned basis, as set forth in the Assessment Methodology. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS"
herein for more information.
[VMAR DEV, LLC], a Florida limited liability company (the "Assessment Area Six Landowner") is the landowner and developer for Assessment Area Six. See "THE ASSESSMENT AREA SIX LANDOWNER" herein for more information.

The Assessment Area Six Landowner has entered into builder contracts for the sale of all 393 lots planned within Assessment Area Six as follows: (i) Meritage (as defined herein) for the sale of 150 developed lots to be delivered upon development completion, (ii) D.R. Horton (as defined herein) for the sale 143 developed lots to be delivered upon development completion, and
(iii) Casa Fresca (as defined herein) for the sale of 100 developed lots to be delivered upon development completion (collectively, the "Builder Contracts"). See " – The Builders and the Builder Contracts" herein for more information.
Home prices in Assessment Area Six are expected to start from approximately [$270,000‒
$300,000] with homes expected to range in size from approximately [1,300 square feet to 3,115] square feet. See " – Residential Product Offerings" herein.

Update on Prior Phases
The District previously issued its Assessment Area One Bonds in the original aggregate principal amount of $7,180,000 on June 25, 2019, to finance a portion of the costs associated with the development of Assessment Area One. Assessment Area One has been developed and platted and contains 334 constructed homes, all of which have closed with homebuyers at an average sales price of approximately $322,000. Homebuilders within Assessment Area One included D.R. Horton, Meritage, Highland Homes and Adams Homes.
The District subsequently issued its Assessment Area Two Bonds in the original aggregate principal amount of $6,500,000 on November 24, 2020, to finance a portion of the costs associated with the development of Assessment Area Two. Assessment Area Two has been developed and platted and contains 281 constructed homes, all of which have closed with homebuyers at an average sales price of approximately $[	]. Homebuilders within Assessment Area Two included D.R. Horton, Adams Homes and Meritage.
The District subsequently issued its Assessment Area Three Bonds in the original aggregate principal amount of $3,040,000 on March 18, 2022, to finance a portion of the costs associated with the development of Assessment Area Three, which has been developed and platted and contains 140 platted lots. Homes within Assessment Area Three are being marketed and constructed by Highland Homes. As of [September 30], 2023, all 140 lots had closed with
Highland Homes, 99 homes had closed with end users, and an additional 24 homes had sold pending closing. [Fresher numbers?] Home sale prices in Assessment Area Three have ranged between [$270,000 to $330,000].
Simultaneously with the issuance of the Assessment Area Three Bonds, the District issued its Assessment Area Four Bonds in the original aggregate principal amount of $4,295,000 on March 18, 2022, to finance a portion of the costs associated with the development of Assessment Area Four, which has been developed and platted and contains 200 platted lots. Homes within Assessment Area Four are being marketed and constructed by D.R. Horton and Meritage (collectively, the "Assessment Area Four Builders"). As of [September 30], 2023, all 200 lots had closed with the Assessment Area Four Builders, 107 homes had closed with end users, and an additional 22 homes had sold pending closing. Home sale prices in Assessment Area Four have averaged approximately [$324,000].

The District issued its Assessment Area Five Bonds in the original aggregate principal amount of $7,940,000 on June 15, 2023, to finance a portion of the costs associated with the development of Assessment Area Five of the Development, which [is planned to contain] 443 single-family lots. Land development associated with Assessment Area Five [is underway with completion expected by 	], at which point lots will be delivered to homebuilders. A plat for the 443 lots planned for Assessment Area Five is expected to be recorded by [	]. Homes within Assessment Area Five are being marketed and constructed by Meritage, D.R. Horton, and Highland Homes.

The lands securing the Assessment Area Six Bonds are separate and distinct from the lands securing each of the Assessment Area One Bonds, Assessment Area Two Bonds, the Assessment Area Three Bonds, Assessment Area Four Bonds and Assessment Area Five Bonds.

Land Acquisition and Finance Plan

The Assessment Area Six Landowner acquired title to the land constituting Assessment Area Six, together with other lands outside Assessment Area Six, in a series of transactions from January 2022 through May 2023. The Assessment Area Six Landowner has a basis in the land within Assessment Area Six of approximately [$20,000] per lot.

The total cost to develop the 393 lots planned for Assessment Area Six is expected to be approximately $[	] (consisting of the costs of the Assessment Area Six Project) [confirm
no other costs?]. As of [	, 202_], the Assessment Area Six Landowner has spent
approximately $[  ] million on soft development costs. Net proceeds of the Assessment Area Six Bonds will fund approximately $6.25 million* of the land development costs associated with Assessment Area Six. The Assessment Area Six Landowner will enter into a completion agreement at closing on the Assessment Area Six Bonds whereby it will agree to fund the completion of the Assessment Area Six Project. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

* Preliminary, subject to change.
Development Plan and Status
Land development associated with the 393 lots planned within Assessment Area Six is expected to commence in [December 2023] and is expected to be completed by [	] 2024, at which point lots will be delivered to the Builders in accordance with the Builder Contracts. Sales and vertical construction are expected to commence shortly thereafter. A plat for the 393 lots planned for Assessment Area Six is expected to be recorded by [	].

The Builders are expected to deliver homes within Assessment Area Six to residential end users at the rate of approximately [216] homes per year until buildout, with closings expected to commence in [	 quarter of 202_]. See " − The Builders and the Builder Contracts" herein. The anticipated absorption rates herein are based upon estimates and assumptions made by the Assessment Area Six Landowner that are inherently uncertain, though considered reasonable by the Assessment Area Six Landowner, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Assessment Area Six Landowner. As a result, there can be no assurance such absorption rates will occur or be realized in the timeframes anticipated.

The Builders and the Builder Contracts

The Assessment Area Six Landowner has entered into builder contracts for the sale of all 393 lots planned within Assessment Area Six as follows: (i) Meritage (as defined herein) for the sale of 150 developed lots to be delivered upon development completion, (ii) D.R. Horton (as defined herein) for the sale 143 developed lots to be delivered upon development completion, and
(iii) Casa Fresca (as defined herein) for the sale of 100 developed lots to be delivered upon development completion (collectively, the "Builder Contracts").

The total consideration for the sale of all 393 lots associated with the Builder Contracts is expected to be approximately $24,588,000. More detailed information is set forth in the chart and narrative below.

[Remainder of page intentionally left blank.]
Builder	# of Lots	Deposit	Price	Closing

Merita

D.R.
Horton

Casa Fresca

Meritage Contract
The Assessment Area Six Landowner has entered into a Purchase and Sale Agreement and Joint Instructions dated December 8, 2021, as amended and reinstated (the "Meritage Contract"), with Meritage Homes of Florida, Inc., a Florida corporation ("Meritage"). The Meritage Contract provides for the purchase in several takedowns of four hundred (400) developed residential lots planned within the Development, of which 150 lots are located within Assessment Area Six. Of the additional lots subject to the Meritage Contract, 100 lots were located in Assessment Area Four and 150 lots were located in Assessment Area Five, all 250 of which have closed with Meritage.

The Meritage Contract provides for a base purchase price of [$35,000] per lot, for an aggregate base purchase price of [$5,250,000] for the lots within Assessment Area Six. In addition to the base purchase price, the Meritage Contract provides for additional consideration for each lot sold by Meritage to a third party, based upon a formula set forth in the Meritage Contract. The Assessment Area Six Landowner anticipates the additional deferred consideration per lot will be approximately [$30,572.52] per lot. Pursuant to the Meritage Contract, the third closing, at which Meritage shall close on the 150 lots within Assessment Area Six, is expected to occur in the [   ] quarter of 2024.

Pursuant to the Meritage Contract, Meritage has made a total deposit of $4,000,000, which deposit is nonrefundable to Meritage and which has been released to the Assessment Area Six Landowner. Notwithstanding the foregoing, there is a risk that Meritage may not close on any lots within Assessment Area Six pursuant to the Meritage Contract or may fail to construct homes on such lots. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

Meritage is a Florida corporation established in 1965, with corporate offices in Scottsdale, Arizona, which operates as a subsidiary of Meritage Homes Corporation ("Meritage Homes"). Meritage Homes' stock trades on the New York Stock Exchange under the symbol MTH. Meritage Homes is subject to the informational requirements of the Exchange Act, and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the Securities and Exchange Commission (the "SEC"). The SEC file number for Meritage is 0001187511. Such reports, proxy statements, and other information are available at the SEC's internet website at http://www.sec.gov. Copies of such materials can be obtained by mail
from the Public Reference Section of the SEC at prescribed rates. All documents subsequently filed by Meritage Homes pursuant to the requirements of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

D.R. Horton Contract
The Assessment Area Six Landowner has entered into a Lot Purchase Agreement dated June 28, 2023, as amended (the "D.R. Horton Contract"), with D.R. Horton Inc., a Delaware corporation ("D.R. Horton"). The D.R. Horton Contract provides for the purchase in two takedowns of two hundred eleven (211) developed residential lots planned within the Development, of which one hundred forty-three (143) lots are located within Assessment Area Six. The additional lots subject to the D.R. Horton Contract are located in Phase 8 of the Development.

The D.R. Horton Contract provides for a base purchase price of $35,000 per lot, for an aggregate base purchase price of [$5,005,000] for the lots within Assessment Area Six. In addition to the base purchase price, the D.R. Horton Contract provides for additional consideration, for each lot sold by D.R. Horton to a third party, based upon a formula set forth in the D.R. Horton Contract. The Assessment Area Six Landowner anticipates the additional deferred consideration per lot will be approximately [$30,57.52] per lot. Pursuant to the D.R. Horton Contract, the initial closing, at which D.R. Horton shall close on the 143 lots within Assessment Area Six, is expected to occur in the [	] quarter of 2024.

Pursuant to the D.R. Horton Contract, D.R. Horton has made [a total deposit of $2,110,000, which deposit has been released to the Assessment Area Six Landowner upon satisfaction of certain conditions, including the recording of a mortgage in favor of D.R. Horton.] Notwithstanding the foregoing, there is a risk that D.R. Horton may not close on any lots within Assessment Area Six pursuant to the D.R. Horton Contract or may fail to construct homes on such lots. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

D.R. Horton is a Delaware corporation whose stock trades on the New York Stock Exchange under the symbol DHI. D.R. Horton is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, and other information with the SEC. The SEC file number for D.R. Horton is No-1-14122. Such reports, proxy statements, and other information are available on the SEC's website at http://www.sec.gov. Copies of such materials can be obtained by mail from the Public Reference Section of the SEC at prescribed rates. All documents subsequently filed by D.R. Horton pursuant to the requirements of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

Casa Fresca Contract
The Assessment Area Six Landowner has entered into a Lot Purchase Agreement dated June 6, 2023, as amended (the "Casa Fresca Contract"), with HBWB Development Services, LLC, a Florida limited liability company ("Casa Fresca"). The Casa Fresca Contract provides for the
purchase in a single takedown of one hundred (100) developed residential lots planned within Assessment Area Six.

The Casa Fresca Contract provides for a base purchase price of $35,000 per lot, for an aggregate base purchase price of [$3,500,000] for the lots within Assessment Area Six. In addition to the base purchase price, the Casa Fresca Contract provides for additional consideration, for each lot sold by Casa Fresca to a third party, based upon a formula set forth in the Casa Fresca Contract. The Assessment Area Six Landowner anticipates the additional deferred consideration per lot will be approximately [$30,57.52] per lot. Pursuant to the Casa Fresca Contract, the closing, at which Casa Fresca shall close on the 100 lots within Assessment Area Six, is expected to occur in the [	] quarter of 2024.

Pursuant to the Casa Fresca Contract, Casa Fresca has made a total deposit of $1,000,000, which deposit is nonrefundable to Casa Fresca and [has been / may be] released to the Assessment Area Six Landowner upon the satisfaction of certain conditions, including the recording of a mortgage in favor of Casa Fresca and receipt of all permits. There is a risk that Casa Fresca may not close on any lots within Assessment Area Six pursuant to the Casa Fresca Contract or may fail to construct homes on such lots. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

Casa Fresca is an affiliate of Homes by West Bay, LLC, a Florida limited liability company ("HBWB"), a privately owned homebuilder founded in 2009. HBWB is based in Tampa and was founded by Wilhelm Nunn, who serves at its President. According to its website, Homes by West Bay is Tampa's largest, locally owned and operated new homebuilder and has delivered over 3,700 homes. HBWB was ranked #65 on the Builder 100 list of the nation's largest builders in 2022..

Neither the Builders nor any of the other entities listed above are guaranteeing payment of the Assessment Area Six Bonds or the Assessment Area Six Special Assessments. None of the entities listed herein, other than the Assessment Area Six Landowner, has entered into any agreements in connection with the issuance of the Assessment Area Six Bonds.

Residential Product Offerings
The following table reflects the Assessment Area Six Landowner's current expectations for the homes to be constructed in Assessment Area Six, all of which are subject to change:

Product
Est. Home Sizes (sf)
Bedrooms / Bathrooms
Expected Starting Home Price Range

Single-Family	[1,300 ‒ 3,315]	[3/2 ‒ 6/3.5]	[$270,000 ‒ $300,000]

Education

The public schools for children residing in the Development are expected to be Chain of Lakes Elementary School, Denison Middle School and Lake Region High School, which are located approximately   miles,   miles, and   miles from the Development, respectively, and which were rated C, C and D, respectively, by the Florida Department of Education in [2022]. The Polk County School Board may change school boundaries from time to time and there is no
requirement that students residing in the Development be permitted to attend the schools which are closest to the Development.

Development Approvals
The land within the Development is zoned by the City as Planned Development (PD). The Assessment Area Six Landowner has received site plan approval from the City for the 393 lots planned within Assessment Area Six. [The Assessment Area Six Landowner has also received environmental resource permits from the Southwest Florida Water Management District ("SWFWMD") for Assessment Area Six.]

The District Engineer has certified that all permits and approvals for Assessment Area Six have been received by jurisdictional agencies to allow for the use contemplated herein or are expected to be received in the ordinary course. See "BONDOWNERS' RISKS – Regulatory and Environmental Risks" herein and "APPENDIX A: ENGINEER'S REPORT" hereto.

Environmental
A Phase I Environmental Site Assessment was performed on certain lands within the Development, including Assessment Area Six, in February 2022 (the "ESA"). The ESA noted that the subject lands had historically been and portions still were being used as a citrus grove, which use is a REC, and noted that [further soil testing may be recommended prior to development]. The ESA further noted the presence of a groundwater well and recommended the capping and closure prior to development.
The Assessment Area Six Landowner expect that any soil contamination that may have resulted from such agricultural uses will be remediated during the development process. Potable water for the Development will be provided by the City. See "BONDOWNERS' RISKS – Regulatory and Environmental Risks."

Utilities

The City of Winter Haven Public Utilities will provide water and sewer service to the Development. TECO Energy will provide electrical service to the Development. See "APPENDIX A: ENGINEER'S REPORT" attached hereto for more information regarding the ownership and maintenance of utilities within the Development.

Taxes, Fees and Assessments
The Assessment Area Six Bonds are payable from and secured by a pledge of the Assessment Area Six Pledged Revenues, which consist primarily of revenues received by the District from the Assessment Area Six Special Assessments levied on the assessed lands within Assessment Area Six. The District will initially impose the Assessment Area Six Special Assessments across all of the lands within Assessment Area Six on an equal per acre basis. As parcels are platted within Assessment Area Six, the debt will be transferred from gross acres to platted lots in accordance with the Assessment Methodology. In the event parcels are sold to third parties prior to platting, Assessment Area Six Special Assessments will be assigned to such parcels
in accordance with their respective entitlements. See "APPENDIX E: ASSESSMENT METHODOLOGY" for more information.

Assuming full platting of Assessment Area Six, the estimated Assessment Area Six Special Assessments levied and allocated to platted units to pay debt service on the Assessment Area Six Bonds and the estimated Assessment Area Six Bond par per unit are expected to be as follows:

Product Type
# of Units Planned
Net Annual Series 2023 Special Assessment*
Series 2023 Bonds Total Par Per Unit*

Single-Family	150	$1,350	$17,181
Single-Family	243	$1,650	$20,999
Total	393

*  Preliminary, subject to change. Annual assessments collected via the Uniform Method [will be subject to a gross up to account for estimated County collection costs/payment discounts, which may fluctuate. To achieve target debt service assessment levels, the Assessment Methodology recognizes landowner contributions.]

The District currently levies assessments to cover its operation and maintenance costs at the rate of $756.84 per single-family unit annually, but such amount is subject to change. In addition, residents will be required to pay homeowners' association fees which are currently estimated to be [$200] per residential lot annually, which amount is subject to change.
The land within the District has been and will continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate applicable to lands within the Development in 2023 was approximately 19.2566 mills. These taxes would be payable in addition to the Assessment Area Six Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School Board of Polk County each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year.

Amenities

The Development will contain two approximately 2.5-acre recreation areas, each containing a pool, pavilion with restrooms, tot lot, dog park, walking trails and all-purpose play field. Construction of the first amenity area has been completed at a cost of approximately $1.1 million. The second amenity area will be completed in a future phase of development.

Competition
The Development is located in southeastern Winter Haven and is expected to compete with projects in the Winter Haven area, including [Chestnut Creek, Eagle Landing, Inman Grove, and Lake Lucerne. The Development is also expected to compete with projects in the County market generally, which include Cascades, Citrus Landing, Citrus Pointe, Citrus Reserve, Forest Lake, Hammock Reserve Horse Creek at Crosswinds, Scenic Terrace, and Tradewinds]. The foregoing
does not purport to summarize all of the existing or planned communities in the area of the Development.

Assessment Area Six Landowner Agreements
The Assessment Area Six Landowner will enter into a completion agreement that will obligate the Assessment Area Six Landowner to complete any portions of the Assessment Area Six Project not funded with proceeds of the Assessment Area Six Bonds. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" herein.

In addition, the Assessment Area Six Landowner will execute and deliver to the District a Collateral Assignment and Assumption of Development Rights (the "Collateral Assignment"), pursuant to which the Assessment Area Six Landowner will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Assessment Area Six Landowner, development rights relating to the Assessment Area Six Project. That said, the Assessment Area Six Landowner has previously granted similar rights ("Prior Collateral Assignments") in connection with the issuance of the District's Prior Bonds, and such rights under such Prior Collateral Assignments are superior to and may take priority over the rights granted under the Collateral Assignment. In addition, any mortgagees or Builders may have certain development rights and other rights assigned to it under the terms of their mortgage or Builder Contract relating to the Development, which may be superior to such rights that might otherwise be assigned to the District under the terms of the Collateral Assignment. Notwithstanding such Collateral Assignment, in the event the District forecloses on the lands subject to the Assessment Area Six Special Assessments as a result of the Assessment Area Six Landowner's or subsequent landowners' failure to pay such assessments, there is a risk that the District, or its designee, if any, will not have all of the permits and entitlements necessary to complete the Assessment Area Six Project or the development of Assessment Area Six.

Finally, the Assessment Area Six Landowner will also enter into a True-Up Agreement in connection with their respective obligations to pay true-up payments in the event that debt levels remaining on unplatted lands in Assessment Area Six increase above the maximum debt levels set forth in the Assessment Methodology. See "APPENDIX E: ASSESSMENT METHODOLOGY" herein for additional information regarding the "true-up mechanism."

Such obligations of the Assessment Area Six Landowner are unsecured obligations. The Assessment Area Six Landowner is a special-purpose entity whose assets consist primarily of its interest in the District Lands. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete Development" and "THE ASSESSMENT AREA SIX LANDOWNER" herein for more information regarding the Assessment Area Six Landowner.

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THE ASSESSMENT AREA SIX LANDOWNER

The Assessment Area Six Landowner

[VMAR DEV, LLC], a Florida limited liability company (the "Assessment Area Six Landowner"), owns all of the lands within Assessment Area Six. The Assessment Area Six Landowner is a special-purpose entity whose primary assets are the lands it owns within the Development. The Assessment Area Six Landowner was formed on December 6, 2019, and its members are Adam Rhinehart, Matthew Cassidy and Michelle C. Bannon, each with thirty-three and one-third percent (33 1/3%) interest. The sole manager of the Assessment Area Six Landowner is Adam Rhinehart.

Biographies of the principals of the Assessment Area Six Landowner are set forth below:

Adam Rhinehart. Adam Rhinehart is a part of the third generation of the Cassidy family, which has been involved in real estate development for over fifty years. Mr. Rhinehart graduated from the University of Central Florida in 2006 with a bachelor's degree in Economics. After graduation, he returned to work for the Cassidy Organization in various capacities. He helped create, grow and manage a rental company with his partners, which now includes more than 50 houses, townhouses and apartments. He also developed processes and coordinated estoppels for the in-house homeowners' association management company, Creative Association Services and Prime Community Management, which processes more than 1,200 estoppels per year. Since 2017, he has been a member of the land development team of Heath Construction, which has developed more than 10,000 homesites. Mr. Rhinehart recently received his remote pilot license to strengthen the construction management of the Cassidy Organization by creating orthomosiac maps of projects under construction.

Matthew Cassidy. Matthew Cassidy is a member of the Cassidy family and a contributor to the more than 50-year-old real estate organization the Cassidy family represents. From his late teens, Mr. Cassidy has been involved with the Cassidy Organization in many ways. He has been a part of a rental company that owns more than 50 dwelling units, and has been involved with a number of community development districts throughout central Florida. Mr. Cassidy's contribution has consisted of tracking sales data, financial data and builder data. For the last year, he and his partner have teamed up with Heath Construction, a company that is responsible for the residential development of a few thousand acres. See "‒The Development Manager" herein.

Development Manager
The Assessment Area Six Landowner is entering into a management agreement with Cassidy Land Development, LLC, a Florida limited liability company ("CLD"), to oversee development of Assessment Area Six. CLD is engaged in the business of providing commercial and residential land acquisition and development planning, budgeting, due diligence services, construction management and government liaison services. Albert B. Cassidy and Steven L. Cassidy are the managing members CLD. They have been in the development business for over forty years and have developed over 10,000 acres across Central Florida.
The chart below contains a list of the communities developed by the Development Manager and its affiliates:

Project Name	CDD Name	Year Started	# of Lots	
Ayersworth Glen	Highlands	2014	158	
Highland Meadows 2A & 2B	Highland Meadows II	2014	310	
Ballantrae	Ballantrae	2014	197	
Chatham Walk	Wynnmere West	2014	137	
Ballantrae	Ballantrae	2015	200	
Chatham Walk	Wynnmere West	2015	186	
Ayersworth Glen 2B	Highlands	2016	227	
Highland Meadows 3 & 4A	Highland Meadows II	2016	333	
Hawks Landing	Wynnmere East	2016	316	
Highland Meadows 5 & 6	Highland Meadows II	2017	409	
North Ridge Estates	North Blvd	2017	216	
Highland Meadows 4B&C	Highland Meadows II	2017	199	
Citrus Isle	Holly Hill Road East	2017	204	
Orchid Grove	Davenport Road South	2018	369	
Towne Park	Towne Park	2018	563	
Citrus Pointe	Holly Hill Road East	2018	100	
North Ridge Reserve	North Blvd	2019	173	
Orchid Terrace 1 & 2	Highland Meadows West	2019	266	
Lucerne Park	Lucerne Park	2019	346	
VillaMar 1 & 2	Villamar	2019	334	
Riverstone 1	Towne Park	2019	277	
Riverstone 2	Towne Park	2019	186	
Highland Meadows 7	Highland Meadows II	2019	210	
Southern Crossing	N/A	2019	93	
Grace Ranch	N/A	2019	100	
Highland Place	N/A	2019	42	
Pleasant Hill	N/A	2019	52	
Orchid Terrace 3 & 4	Highland Meadows West	2020	176	
Citrus Landing	Holly Hill Road East	2020	182	
Citrus Reserve	Holly Hill Road East	2020	191	
Hammock Reserve 1	Hammock Reserve	2020	231	
Forest Lake	Forest Lake	2020	388	
Eden Hills 1	Eden Hills	2020	142	
VillaMar 2	VillaMar	2020	281	
Bella Vita	North Powerline Road	2020	567	
Magnolia Park	Scenic Highway	2020	361	
Hammock Reserve 2	Hammock Reserve	2021	206	
Brentwood / Cascades	Westside Haines City	2021	897	
Eden Hills 2	Eden Hills	2022	470	
Hammock Reserve 3	Hammock Reserve	2022	382	
Hammock Reserve 4	Hammock Reserve	2022	209	
Project Name	CDD Name	Year Started	# of Lots	
Scenic Terrace South	Scenic Terrace South	2022	744	
Lawson Dunes	Lawson Dunes	2022	386	
VillaMar Phase 5	VillaMar	2022	200	
Forest Lake Phase 3	Forest Lake	2022	185	
Lake Deer	Lake Deer	2022	577	
Bradbury Creek	Bradbury	2023	811	
Scenic Terrace North	Scenic Terrace North	2023	330	
Scenic Terrace South	Scenic Terrace South	2023		843		
	Total		14,962	

Neither the Assessment Area Six Landowner nor any of the other entities listed above are guaranteeing payment of the Assessment Area Six Bonds or the Assessment Area Six Special Assessments. None of the entities listed herein, other than the Assessment Area Six Landowner, has entered into any agreements in connection with the issuance of the Assessment Area Six Bonds.

TAX MATTERS

General

The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements that the District must continue to meet after the issuance of the Assessment Area Six Bonds in order that the interest on the Assessment Area Six Bonds be and remain excludable from gross income for federal income tax purposes. The District's failure to meet these requirements may cause the interest on the Assessment Area Six Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Assessment Area Six Bonds. The District has covenanted in the Indenture to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Assessment Area Six Bonds.

In the opinion of Greenberg Traurig, P.A., Bond Counsel, assuming the accuracy of certain representations and certifications and continuing compliance by the District with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, the interest on the Assessment Area Six Bonds is excludable from gross income of the holders thereof for federal income tax purposes; and, further, interest on the Assessment Area Six Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. In the case of the alternative minimum tax imposed by Section 55(b)(2) of the Code on applicable corporations (as defined in Section 59(k) of the Code), interest on the Assessment Area Six Bonds is not excluded from the determination of adjusted financial statement income. Bond Counsel is further of the opinion that the Assessment Area Six Bonds and the interest thereon are not subject to taxation under the laws of the State, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income, or profits on debt obligations owned by corporations as defined in said Chapter 220. Bond Counsel will express no opinion as to any other tax consequences regarding the Assessment Area Six Bonds. Prospective purchasers of the Assessment Area Six Bonds should consult their own tax advisors as to the status of interest on the Assessment Area Six Bonds under the tax laws of any state other than the State.
The above opinion on federal tax matters with respect to the Assessment Area Six Bonds will be based on and will assume the accuracy of certain representations and certifications of the District and the Assessment Area Six Landowner, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Assessment Area Six Bonds will be and will remain obligations the interest on which is excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other consequences regarding the Assessment Area Six Bonds.

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the receipt or accrual of the interest on the Assessment Area Six Bonds, or the ownership or disposition of the Assessment Area Six Bonds. Prospective purchasers of Assessment Area Six Bonds should be aware that the ownership of Assessment Area Six Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Assessment Area Six Bonds, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by the applicable statutory percentage of certain items, including the interest on the Assessment Area Six Bonds, (iii) the inclusion of the interest on the Assessment Area Six Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest on the Assessment Area Six Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, (v) the inclusion of interest on the Assessment Area Six Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits, (vi) net gain realized upon the sale or other disposition of property such as the Assessment Area Six Bonds generally must be taken into account when computing the Medicare tax with respect to net investment income or undistributed net investment income, as applicable, imposed on certain high income individuals and specified trusts and estates and (vii) receipt of certain investment income, including interest on the Assessment Area Six Bonds, is considered when determining qualification limits for obtaining the earned income credit provided by Section 32(a) of the Code. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Assessment Area Six Bonds. Prospective purchasers of the Assessment Area Six Bonds should consult their own tax advisors as to the impact of these and any other tax consequences.

Bond Counsel's opinion is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date of issuance of the Assessment Area Six Bonds. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the IRS or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.
Original Issue Discount and Premium
Certain of the Assessment Area Six Bonds ("Discount Bonds") may be offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Bond determined under Code Section 1273 or 1274 (i.e., for obligations issued for money in a public offering, the initial offering price to the public (other than to bond houses and brokers) at which a substantial amount of the obligation of the same maturity is sold pursuant to that offering). For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Assessment Area Six Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale, or other disposition of that Discount Bond.

Certain of the Assessment Area Six Bonds ("Premium Bonds") may be offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity (or earlier for certain Premium Bonds callable prior to maturity). That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity), or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond.

Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences, and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.

Changes in Federal and State Tax Law

From time to time, there are legislative proposals suggested, debated, introduced, or pending in Congress or in the State legislature that, if enacted into law, could alter or amend one or more of the federal tax matters, or state tax matters, respectively, described above including, without limitation, the excludability from gross income of interest on the Assessment Area Six Bonds, or adversely affect the market price or marketability of the Assessment Area Six Bonds, or otherwise prevent the holders from realizing the full current benefit of the status of the interest
thereon. It cannot be predicted whether or in what form any such proposal may be enacted, or whether, if enacted, any such proposal would affect the Assessment Area Six Bonds. Prospective purchasers of the Assessment Area Six Bonds should consult their tax advisors as to the impact of any proposed or pending legislation.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (H.R. 5376) into law. For tax years beginning after 2022, this legislation will impose a minimum tax of 15 percent on the adjusted financial statement income of applicable corporations as defined in Section 59(k) of the Code (which is primarily designed to impose a minimum tax on certain large corporations). For this purpose, adjusted financial statement income is not reduced for interest earned on tax-exempt obligations. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential consequences of owning the Assessment Area Six Bonds.

Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Assessment Area Six Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Assessment Area Six Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Assessment Area Six Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Assessment Area Six Bonds and proceeds from the sale of Assessment Area Six Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Assessment Area Six Bonds. This withholding generally applies if the owner of Assessment Area Six Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"),
(ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Assessment Area Six Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Assessment Area Six Bonds, that it will not limit or alter the rights of the issuer of such bonds, including the District, to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects, including the Assessment Area Six Project funded by the Assessment Area Six Bonds, subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders.
LEGALITY FOR INVESTMENT
The Act provides that bonds issued by community development districts are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities that may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.

SUITABILITY FOR INVESTMENT
In accordance with applicable provisions of Florida law, the Assessment Area Six Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfers in any secondary market for the Assessment Area Six Bonds. Investment in the Assessment Area Six Bonds poses certain economic risks. No dealer, broker, salesman or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing.

ENFORCEABILITY OF REMEDIES

The remedies available to the owners of the Assessment Area Six Bonds upon an event of default under the respective Indenture are in many respects dependent upon judicial actions, which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Assessment Area Six Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Assessment Area Six Bonds will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors and enacted before or after such delivery.

FINANCIAL INFORMATION

This District will covenant in the Continuing Disclosure Agreement (the "Disclosure Agreement"), the proposed form of which is set forth in APPENDIX D hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX D, commencing with the audit for the District fiscal year ended September 30, 2023. Attached hereto as APPENDIX F is a copy of the District's audited financial statements for the District's fiscal year ended September 30, 2022, as well as the District's unaudited monthly financial statements for the period ended [September 30, 2023]. Such financial statements, including the auditor's report included within the audited financial statements, have been included in this Limited Offering Memorandum as public documents and consent from the auditor was not requested. Further, the auditors have not performed any services related to, and therefore are not associated with, the
preparation of this Limited Offering Memorandum. The Assessment Area Six Bonds are not general obligation bonds of the District and are payable solely from the Assessment Area Six Pledged Revenues.
Beginning October 1, 2015, or by the end of the first full fiscal year after its creation, each community development district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S., including, without limitation, the district's proposed and final budgets and audit. Additional information regarding the District's website is available from the District Manager at the address set forth under "THE DISTRICT – The District Manager and Other Consultants."

LITIGATION

The District

There is no litigation of any nature now pending or, to the knowledge of the District threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Assessment Area Six Bonds, or in any way contesting or affecting (i) the validity of the Assessment Area Six Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the Assessment Area Six Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Proceedings.

The Assessment Area Six Landowner
The Assessment Area Six Landowner has represented to the District that there is no litigation of any nature now pending or, to the knowledge of such entity, threatened, which could reasonably be expected to have a material and adverse effect upon the ability of such entity to complete the development of the lands within Assessment Area Six, as described herein, materially and adversely affect the ability of such entity to pay the Assessment Area Six Special Assessments imposed against the land within Assessment Area Six owned by such entity or materially and adversely affect the ability of such entity to perform its various obligations described in this Limited Offering Memorandum.

NO RATING

No application for a rating of the Assessment Area Six Bonds has been made to any rating agency, nor is there any reason to believe that the District would have been successful in obtaining an investment grade rating for the Assessment Area Six Bonds had application been made.

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private
business). The District is not and has never been in default on any bonds or other debt obligations since December 31, 1975.

CONTINUING DISCLOSURE
The District and the Assessment Area Six Landowner will enter into the Continuing Disclosure Agreement (the "Disclosure Agreement") in the proposed form of APPENDIX D, for the benefit of the Assessment Area Six Bondholders (including owners of beneficial interests in such Assessment Area Six Bonds), to provide certain financial information and operating data relating to the District and the Development by certain dates prescribed in the Disclosure Agreement (the "Reports") with the MSRB through the MSRB's EMMA system. The specific nature of the information to be contained in the Reports is set forth in " APPENDIX D: PROPOSED  FORM  OF  CONTINUING  DISCLOSURE  AGREEMENT."  Under  certain
circumstances, the failure of the District or the Assessment Area Six Landowner to comply with their respective obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement would allow the Assessment Area Six Bondholders (including owners of beneficial interests in such Assessment Area Six Bonds) to bring an action for specific performance.
The District has previously entered into a continuing disclosure undertaking pursuant to Rule 15c2-12, promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), with respect to its Assessment Area One Bonds, Assessment Area Two Bonds, Assessment Area Three Bonds and Assessment Area Four Bonds. A review of filings made pursuant to such prior undertakings indicates that certain filings required to be made by the District were not timely filed and that notice of such late filings was not provided. The District will appoint Governmental Management Services – Central Florida, LLC (the "Dissemination Agent"), as the dissemination agent in the Disclosure Agreement and fully anticipates satisfying all future disclosure obligations required pursuant to its continuing disclosure.

The Assessment Area Six Landowner has previously entered into continuing disclosure undertakings pursuant to the Rule, with respect to certain of the District's prior Bonds. A review of filings made pursuant to such prior undertakings indicates that [FOR REVIEW: the Assessment Area Six Landowner has not materially failed to comply with the requirements thereunder within the last five years]. The Assessment Area Six Landowner anticipates satisfying all future disclosure obligations required pursuant to its continuing disclosure undertakings and the Rule.

UNDERWRITING
FMSbonds, Inc. (the "Underwriter"), has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Assessment Area Six Bonds from the District at a purchase price of $	 (par amount of the Assessment Area Six Bonds, less [an original issue discount of $		 and] an Underwriter's discount of $	). The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all of the Assessment Area Six Bonds if any Assessment Area Six Bonds are purchased.
The Assessment Area Six Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.

CONTINGENT FEES

The District has retained Bond Counsel, District Counsel, the Consulting Engineer, the District Manager/Methodology Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (which has retained Trustee's counsel), with respect to the authorization, sale, execution and delivery of the Assessment Area Six Bonds. Except for the payment of certain fees to District Counsel, the Consulting Engineer and the District Manager, the payment of fees of the other professionals is each contingent upon the issuance of the Assessment Area Six Bonds.

EXPERTS
Wood & Associates Engineering, LLC, as District Engineer, has prepared the Engineer's Report included herein as APPENDIX A, which report should be read in its entirety. Governmental Management Services – Central Florida, LLC, as the District Manager, has prepared the Assessment Methodology included herein as APPENDIX E, which report should be read in its entirety. As a condition to closing on the Assessment Area Six Bonds, both the District Engineer and the Methodology Consultant will consent to the inclusion of their reports in this Limited Offering Memorandum.

VALIDATION
Bonds issued pursuant to the terms of the Master Indenture have been validated by judgments of the Circuit Court of the Tenth Judicial Circuit Court of Florida in and for Polk County, Florida, issued on February 14, 2019, December 6, 2021, and April 10, 2023. The periods of time during which appeals can be taken from such judgments have expired without an appeal having been taken.

LEGAL MATTERS
Certain legal matters related to the authorization, sale and delivery of the Assessment Area Six Bonds are subject to the approval of Greenberg Traurig, P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A. Tampa, Florida. Certain legal matters will be passed upon for the District by its counsel, Kilinski
| Van Wyk PLLC, Tallahassee, Florida. Certain legal matters will be passed upon for the Assessment Area Six Landowner by its counsel, Straughn & Turner, P.A., Winter Haven, Florida. Certain legal matters will be passed upon for the Trustee by its counsel, Aponte & Associates Law Firm, PLLC, Orlando, Florida.
The form of opinion of Bond Counsel attached hereto as APPENDIX C is based on existing law, which is subject to change, and is further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result and is not binding on the Internal Revenue
Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.
The references herein to the Assessment Area Six Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions.
This Limited Offering Memorandum is submitted in connection with the limited offering of the Assessment Area Six Bonds and may not be reproduced or used, as a whole or in part, for any other purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the Assessment Area Six Bonds.

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AUTHORIZATION AND APPROVAL

The execution and delivery of this Limited Offering Memorandum has been duly authorized by the Board of Supervisors of VillaMar Community Development District.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:		 Chairperson, Board of Supervisors
APPENDIX A ENGINEER'S REPORT
APPENDIX B
COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE
APPENDIX C

PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX D

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT
APPENDIX E ASSESSMENT METHODOLOGY
APPENDIX F

DISTRICT'S FINANCIAL STATEMENTS
EXHIBIT D

FORM OF RULE 15c2-12 CERTIFICATE

VillaMar Community Development District
$	* Special Assessment Bonds, Series 2024 (Assessment Area Six Project)

The undersigned hereby certifies and represents to FMSbonds, Inc. ("Underwriter") that he is the Chair of the Board of Supervisors of VillaMar Community Development District (the "District") and 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 "Assessment Area Six Bonds").
In connection with the offering and sale of the Assessment Area Six Bonds, there has been prepared a Preliminary Limited Offering Memorandum, dated the date hereof, setting forth information concerning the Assessment Area Six 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 Assessment Area Six Bonds depending on such matters.

The undersigned hereby deems the Preliminary Limited Offering Memorandum "final" 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 Preliminary 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
	, 2024.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Chair

* Preliminary, subject to change.

D-1
EXHIBIT E

FORM OF CONTINUING DISCLOSURE AGREEMENT

E-1

CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Disclosure Agreement") dated as of [	], 2024 is executed and delivered by the VillaMar Community Development District (the "Issuer" or the "District"), VMAR DEV, LLC, a Florida limited liability company (the "Landowner"), and Governmental Management Services – Central Florida, LLC, a Florida limited liability company, as dissemination agent (the "Dissemination Agent") in connection with the Issuer's Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the "Bonds"). The Bonds are secured pursuant to a Master Trust Indenture dated as of June 1, 2019 (the "Master Indenture") and a Sixth Supplemental Trust Indenture dated as of [	] 1, 2024 (the "Sixth Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each entered into by and between the Issuer and U.S. Bank Trust Company, 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 Fort Lauderdale, Florida, as successor trustee (the "Trustee"). The Issuer, the Landowner and the Dissemination Agent covenant and agree as follows:

Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Landowner and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer and each Obligated Person agree to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:

"Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository.

"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Assessment Area" shall mean that portion of the District lands subject to the Assessments, being more particularly described in the Limited Offering Memorandum as Assessment Area Six.

"Assessments" shall mean the non-ad valorem Assessment Area Six Special Assessments pledged to the payment of the Bonds pursuant to the Indenture.

"Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Audited Financial Statements Filing Date" means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report.
"Beneficial Owner" shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.
"Bond Year" means the annual period beginning on the second day of November of each year and ending on the first day of November of the following year.
"Business Day" means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.
"Disclosure Representative" shall mean (i) as to the Issuer, the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent; and (ii) as to each entity comprising an Obligated Person (other than the Issuer), the individuals executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent.

"Dissemination Agent" shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 8 hereof. Governmental Management Services – Central Florida, LLC has been designated as the initial Dissemination Agent hereunder.

"District Manager" shall mean Governmental Management Services – Central Florida, LLC, and its successors and assigns.
"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures located at http://emma.msrb.org/.

"EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.
"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

"Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or such other period of time provided by applicable law.

"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated [	], 2023, prepared in connection with the issuance of the Bonds.

"Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Agreement.

"MSRB" means the Municipal Securities Rulemaking Board.
"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer, and for the purposes of this Disclosure Agreement, the Landowner for so long as such Landowner or its affiliates, successors or assigns (excluding residential homebuyers who are end users) are the owners of District Lands responsible for payment of at least 20% of the Assessments.

"Participating Underwriter" shall mean FMSbonds, Inc.

"Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be [	 1, 2024].
"Quarterly Report" shall mean any Quarterly Report provided by any Obligated Person (other than the Issuer) pursuant to, and as described in, Section 5 of this Disclosure Agreement.
"Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure
submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has and may be amended from time to time.

"SEC" means the Securities and Exchange Commission. "State" shall mean the State of Florida.
"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.
Provision of Annual Reports.

Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than March 31st following the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ending September 30, 2024 which shall be due no later than March 31, 2025. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). The Issuer shall file its Audited Financial Statements for the Fiscal Year ended September 30, 2023 on or before June 30, 2024. The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6.

If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that
a Listed Event as described in Section 6(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.

If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 6(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.

The Dissemination Agent shall:
determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and
promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statements has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.
All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.

Content of Annual Reports.
Each Annual Report shall be in the form set in Schedule A attached hereto and shall contain the following Annual Financial Information with respect to the Issuer:
All fund balances in all Funds, Accounts and subaccounts for the Bonds and the total amount of Bonds Outstanding, in each case as of December 31st following the end of the most recent prior Fiscal Year.

The method by which Assessments are being levied (whether on- roll or off-roll) and the amounts being levied by each method in the Assessment Area for the current Fiscal Year, and a copy of the assessment roll (on roll and off roll) for the Assessments certified for collection in the Assessment Area for the current Fiscal Year.

The method by which Assessments were levied (whether on-roll or off-roll) and the amounts levied by each method in the Assessment Area for the most recent prior Fiscal Year.

The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year.
If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than
ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners.

If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

current Fiscal Year.
The amount of principal and interest to be paid on the Bonds in the

The most recent Audited Financial Statements of the Issuer.

In the event of any amendment or waiver of a provision of this
Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered later than March 31st after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including limited offering memorandums and official statements of debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Quarterly Reports.

Each Obligated Person (other than the Issuer), or the Landowner on behalf of any other Obligated Person that fails to execute an Assignment (as hereinafter defined), shall provide an electronic copy of the Quarterly Report to the Dissemination Agent no later than five
(5) days prior to the Quarterly Filing Date. Promptly upon receipt of an electronic copy of the Quarterly Report, but in any event no later than the applicable Quarterly Filing Date, the Dissemination Agent shall provide a Quarterly Report to the Repository.
Each Quarterly Report shall contain an update of the following information to the extent available with respect to the Assessment Area only:

The number of lots planned.

Lot Ownership Information

The number of lots owned by the Landowner.

The number of lots owned by the Builders.

The number of lots owned by homebuyers.

Lot Status Information

The number of lots developed.

The number of lots platted.

Home Sales Status Information
The number of homes sold (but not closed) with homebuyers, during
quarter. quarter. (cumulative).

The number of homes sold (and closed) with homebuyers, during
The total number of homes sold and closed with homebuyers Material Changes/Transfers
Material changes to any of the following: (1) builder contracts, if
applicable, (2) the number of lots planned to be developed, (3) permits/approvals, and (4) existing mortgage debt of the Obligated Person or the incurrence of new mortgage debt by the Obligated Person since the date hereof.
Any sale, assignment or transfer of ownership of lands by the Obligated Person to a third party which will in turn become an Obligated Person hereunder.

If an Obligated Person sells, assigns or otherwise transfers ownership of real property in the Assessment Area (a "Transferor Obligated Person") to a third party (a "Transferee"), which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Transferor Obligated Person hereby agrees to use its best efforts to contractually obligate such Transferee to agree to comply with the disclosure obligations of an Obligated Person hereunder for so long as such Transferee is an Obligated Person hereunder, to the same extent as if such Transferee were a party to this Disclosure Agreement (an "Assignment"). The Transferor Obligated Person shall notify the District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing
herein shall be construed to relieve the Landowner from its obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment.

Reporting of Listed Events.

This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events:

Principal and interest payment delinquencies;

Non-payment related defaults, if material;

Unscheduled draws on the Assessment Area Six Reserve Account reflecting financial difficulties;

Unscheduled draws on credit enhancements reflecting financial
difficulties;* perform;*

Substitution of credit or liquidity providers, or their failure to

Adverse tax opinions, the issuance by the Internal Revenue Service
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;
Modifications to rights of Bond holders, if material;

Bond calls, if material, and tender offers;

Defeasances;
Release, substitution, or sale of property securing repayment of the
Bonds, if material;

Rating changes;*

Bankruptcy, insolvency, receivership or similar event of the Issuer
or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order

* Not applicable to the Bonds at their date of issuance.
confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person);
Consummation of a merger, consolidation, or acquisition involving the Issuer or any Obligated Person or the sale of all or substantially all of the assets of the Issuer or any Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;
Failure to provide (A) any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, or
(B) any Quarterly Report that contains, in all material respects, the information required to be included therein under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws; and
Any amendment to the accounting principles to be followed in preparing financial statements as required pursuant to Section 4(a)(ix) hereof.
The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Events described in Section 6(a)(xvii) and (xviii), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice by the Issuer to the Dissemination Agent shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Dissemination Agent to disseminate the information (provided that such date is in compliance within the filing dates provided within this Section 6(b)).

Notwithstanding anything contained in Section 6(b) above, each Obligated Person other than the Issuer shall notify the Issuer and the Dissemination Agent of the occurrence of a Listed Event described in subsections (a)(x), (xii), (xiii), (xv), (xvi), or (xvii) that has occurred
with respect to such Obligated Person in compliance with the notification and filing requirements provided in Section 6(b).

If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.
Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.
Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be Governmental Management Services – Central Florida, LLC. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of Governmental Management Services – Central Florida, LLC. Governmental Management Services – Central Florida, LLC, may terminate its role as Dissemination Agent at any time upon delivery of sixty
(60) days prior written notice to the District and each Obligated Person. The District may terminate the agreement hereunder with the Dissemination Agent at any time upon delivery of sixty (60) days prior written notice to the Dissemination Agent and each Obligated Person.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Notwithstanding the above provisions of this Section 9, no amendment to the provisions of Section 5(b) hereof may be made without the consent of each Obligated Person, if any.
Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure
Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement between the District, the Landowner and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, each Obligated Person and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA Compliant Format.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Landowner, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Dissemination Agent, the Trustee, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.

Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Polk County Tax Collector and the Issuer's most recent adopted budget.

Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Polk County, Florida.
Counterparts. This Disclosure Agreement may be executed in several counterparts and each of which shall be considered an original and all of which shall constitute but one and the
same instrument. A scanned copy of the signatures delivered in a PDF format may be relied upon as if the original had been received.

Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.

Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement. Notwithstanding the foregoing, as to the Landowner or any assignee or successor thereto that becomes an Obligated Person pursuant to the terms of this Disclosure Agreement, only successors or assignees to such parties who are, by definition, Obligated Persons, shall be bound or benefited by this Disclosure Agreement.

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

[SEAL]
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER

ATTEST:

By:		
	, Secretary
By:		
	, Chairperson Board of Supervisors

VMAR DEV, LLC, AS LANDOWNER

By: 	
	, Manager

GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC, and
its successors and assigns, AS DISSEMINATION AGENT

By: 	 Name: 	 Title: 		

CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER
GOVERNMENTAL MANAGEMENT SERVICES – CENTRAL FLORIDA, LLC, AS DISTRICT MANAGER

By: 	 Name: 	 Title: 	
Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

By: 	 Name: 	 Title: 	
EXHIBIT A

FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE [ANNUAL REPORT]
[AUDITED FINANCIAL STATEMENTS][QUARTERLY REPORT]

Name of Issuer:	VillaMar Community Development District

Name of Bond Issue:	$[	]  original  aggregate  principal  amount  of  Special
Assessment Bonds, Series 2024 (Assessment Area Six Project)

Obligated Person(s):	VillaMar Community Development District;
	.

Original Date of Issuance:	[		], 2024 CUSIP Numbers:		
NOTICE IS HEREBY GIVEN that the [Issuer][Obligated Person] has not provided an [Annual Report] [Audited Financial Statements] [Quarterly Report] with respect to the above- named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated [	], 2024, by and between the Issuer, the Landowner and the Dissemination Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the [Annual Report] [Audited Financial Statements] [Quarterly Report] will be filed by
	, 20   .

Dated: 	

	, as Dissemination Agent

By: 	 Name: 	 Title: 	

cc:	Issuer Trustee
SCHEDULE A

FORM OF DISTRICT'S ANNUAL REPORT (Due 3/31)
Fund Balances

Combined Trust Estate Assets	Quarter Ended – 12/31
Acquisition and Construction Fund Revenue Fund
Reserve Fund Prepayment Fund Other
Total Bonds Outstanding TOTAL

Assessment Certification and Collection Information

For the Current District Fiscal Year ‒ Manner in which Assessments are collected (On Roll vs. Off Roll)

$ Certified
On Roll	$	
Off Roll	$	
TOTAL	$	

Attach to Report the following:

On Roll ‒ Copy of certified assessment roll for the District's current Fiscal Year

Off Roll ‒ List of folios and ownership for all off roll Assessments, together with par and annual Assessment assigned to each folio

For the immediately ended Bond Year, provide the levy and collection information

Total Levy	$ Levied	$ Collected	% Collected	% Delinquent	
On Roll	$		$			%		%	
Off Roll	$		$			%		%	
TOTAL					

If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty
(150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amount of the Assessments due in any year, a list of delinquent property owners

If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year

The amount of principal and interest to be paid on the Bonds in the current Fiscal Year

Section VII

Section A

AGREEMENT BETWEEN THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT, AND VMAR DEV, LLC, REGARDING
TRUE-UP AS TO ASSESSMENT AREA SIX ASSESSMENTS

This True-Up Agreement (the “Agreement”) is made and entered into this 	 day of
	 2024, by and between:

VillaMar Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Winter Haven, Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 (the “District”), and
VMAR DEV, LLC, a Florida limited liability company, owner of certain lands within the District identified as development Phase 7A and Phase 7B, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Landowner” and together with the District, the “Parties,” and each separately a “Party”).
RECITALS

Whereas, the District was established by an ordinance adopted by the City Commission of the City of Winter Haven, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and is validly existing under the Constitution and laws of the State of Florida; and

Whereas, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District’s activities and services; and

WHEREAS, Landowner is the owner of all of the lands within the District known as development Phase 7A and Phase 7B, which lands are described in Exhibit A (“Assessment Area Six”); and
Whereas, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services, as detailed in the Amended and Restated Master Engineer’s Report for Capital Improvements, dated December 15, 2022, as further amended by the Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023, and as supplemented by the Supplemental Engineer’s Report for Assessment Area Six, dated December
5, 2023 (together, the “Engineer’s Report”) for the improvements associated with the development phases described as development Phase 7A and Phase 7B (the “Assessment Area Six Project”), which identify the estimated costs of the improvements related to Assessment Area Six Project; and

Whereas, the District intends to finance a portion of the Assessment Area Six Project through the anticipated issuance of its VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) in the principal amount of [PAR VALUE] (the “Assessment Area Six Bonds”); and
Whereas, pursuant to Resolutions Nos. 2023-03, 2023-04, 2023-06, and 2024-  (the “Assessment Resolutions”), the District imposed special assessments on Assessment Area Six (the “Assessment Area Six Assessments”) within the District to secure the repayment of the Assessment Area Six Bonds; and
Whereas, Landowner agrees that all developable lands within Assessment Area Six, including Landowner’s property, benefit from the timely design, construction, or acquisition of the Assessment Area Six Project; and
Whereas, Landowner agrees that the Assessment Area Six Assessments which were imposed on Assessment Area Six within the District, have been validly imposed and constitute valid, legal and binding liens upon Assessment Area Six, which Assessment Area Six Assessments remain unsatisfied; and
Whereas, to the extent permitted by law, Landowner waives any defect in notice or publication or in the proceedings to levy, impose and collect the Assessment Area Six Assessments on Assessment Area Six within the District; and

Whereas, the Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8), dated January 3, 2023, as supplemented by that Supplemental Assessment Methodology for Assessment Area Six, dated December 5, 2023 (collectively, the “Assessment Report”), provides that as the Assessment Area Six is platted or re-platted, the allocation of the amounts assessed to and constituting a lien upon Assessment Area Six within the District would be allocated and calculated based upon certain density assumptions relating to the number of each type of single-family units to be constructed on Assessment Area Six within the District, which assumptions were provided by Landowner; and

Whereas, Landowner intends that Assessment Area Six within the District will be platted, planned and developed based on then-existing market conditions, and the actual densities developed may be at some density less than the densities assumed in the District's Assessment Report; and

Whereas, the District's Assessment Report anticipates a mechanism by which Landowner shall, if required, make certain payments to the District in order to satisfy, in whole or in part, the assessments allocated and the liens imposed pursuant to the Assessment Resolutions, the amount of such payments being determined generally by a calculation of the remaining unallocated debt prior to the recording of any plat or site plan for a parcel or tract, as described in the District’s
Assessment Report (which payments shall collectively be referenced as the “True-Up Payment”); and

Whereas, Landowner and the District desire to enter into an agreement to confirm Landowner’s intention and obligation, if required, to make the True-Up Payment related to the Assessment Area Six, subject to the terms and conditions contained herein.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Section 1. Recitals. The recitals stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

Section 2.	Covenants.

The provisions of this Agreement shall constitute a covenant running with Assessment Area Six lands, which lands are described herein in Exhibit A, and shall remain in full force and effect and be binding upon Landowner, its heirs, legal representatives, estates, successors, grantees, and assigns until released pursuant to the terms herein.
Landowner agrees that to the extent Landowner fails to timely pay all Assessment Area Six Assessments collected by mailed notice of the District, said unpaid Assessment Area Six Assessments (including True-Up Payments), may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year.

Section 3.	Special Assessment Reallocation.

Assumptions as to Assessment Area Six. As of the date of the execution of this Agreement, Landowner has informed the District that Landowner intends to plat Assessment Area Six into a total of 393 single family lots, within Phase 7A and Phase 7B.
Process for Reallocation of Assessments. The Assessment Area Six Assessments will be reallocated among Assessment Area Six as Assessment Area Six is platted or re-platted (hereinafter referred to as “plat” or “platted”). In connection with such platting of Assessment Area Six of the District, the Assessment Area Six Assessments imposed on the lands being platted will be allocated based upon the precise number of lots within the area being platted. It is intended that all the Assessment Area Six will be assigned to the 393 lots platted in Assessment Area Six. In furtherance thereof, at such time as Assessment Area Six is to be platted, Landowner covenants that such plat or plats shall be presented to the District. The District shall allocate the Assessment Area Six Assessments to the number of lots being platted and the remaining lands in Assessment Area Six in accordance with the District’s Assessment Report and cause such reallocation to be recorded in the District’s Improvement Lien Book.
It is an express condition of the liens established by the Assessment Resolutions that all plats containing any portion of Assessment Area Six Assessments
within the District owned by Landowner shall be presented to the District for review and allocation of the Assessment Area Six Assessments to the lots being platted and the remaining property within Assessment Area Six in accordance with the Assessment Report (“Reallocation”). Landowner covenants to comply with this requirement for the Reallocation. The District agrees that no further action by the Board of Supervisors shall be required. The District’s review of the plats shall be limited solely to the Reallocation of Assessment Area Six Assessments and enforcement of the District’s assessment liens. Nothing herein shall in any way operate to or be construed as providing any other plat and plan approval or disapproval powers to the District.
The purpose of the True-Up calculation is to ensure that the bond debt will be able to be assigned to at least 393 platted lots within Assessment Area Six of the District. Thus, at the time of platting of any portion of Assessment Area Six, or any re-platting thereof, there must be at least 393 platted lots in Assessment Area Six to assign the bond debt to. If not, subject to subsection (v) below, the District would require a True-Up Payment from Landowner or the person or entity seeking to file such plat in an amount sufficient to reduce the remaining bond debt to the actual number of lots platted in Assessment Area Six as in the par amount per platted lot as set forth in the Assessment Report.

The True-Up calculation shall be performed at the time Assessment Area Six is platted.
If at the time the True-Up calculation is performed, it is determined that fewer than 393 single-family lots are to be platted within Assessment Area Six, a True-Up Payment shall become due and payable by Landowner. Any such True-Up Payment determined to be due by Landowner shall be paid in full prior to approval of the plat. Such True-Up Payment shall be in addition to the regular Assessment Area Six Assessments installment payable for Assessment Area Six owned by Landowner. The District will take all necessary steps to ensure that True-Up Payments are made in a timely fashion to ensure its debt service obligations are met, and in all cases, Landowner agrees that such payments shall be made in order to ensure the District’s timely payment of the debt service obligations on the Assessment Area Six Bonds. The District shall record all True-Up Payments in its Improvement Lien book. If such True-Up Payment is made at least 45 days prior to an interest payment date on the Assessment Area Six Bonds, Landowner shall include accrued interest as part of the True-Up Payment to such interest payment date. If such True-Up Payment becomes due within 45 days of the next interest payment date, accrued interest shall be calculated to the next succeeding interest payment date.
The foregoing is based on the District's understanding with Landowner that Landowner will plat or cause to be platted at least 393 residential lots within Assessment Area Six as identified in the Assessment Report and Engineer’s Report. However, the District agrees that nothing herein prohibits more or less than the anticipated residential dwelling units from being platted. In the event Landowner plats fewer than 393 lots within Assessment Area Six, the Landowner may either make a True-Up Payment or leave unassigned Assessment Area Six Assessments on un-platted lands within Assessment Area Six provided the maximum debt allocation per acre as set forth in the Assessment
Resolution is not exceeded. In no event shall the District collect Assessment Area Six Assessments pursuant to the Assessment Resolutions in excess of the total debt service related to the Assessment Area Six Project, including all costs of financing and interest. The District, however, may collect Assessment Area Six Assessments in excess of the annual debt service related to the Assessment Area Six Project, including all costs of financing and interest, which shall be applied to prepay the Assessment Area Six Bonds. If the strict application of the True-Up methodology to any Reallocation for any plat pursuant to this paragraph would result in Assessment Area Six Assessments collected in excess of the District's total debt service obligation for the Assessment Area Six Project, the District agrees to take appropriate action by resolution to equitably Reallocate the Assessment Area Six Assessments.
Section 4.  Enforcement. This Agreement is intended to be an additional method of enforcement of Landowner’s obligation to pay the Assessment Area Six Assessments and to abide by the requirements of the Reallocation of Assessment Area Six Assessments, including the making of the True-Up Payment, if any, as set forth in the Assessment Resolutions. A default by any Party under this Agreement shall entitle any other Party to all remedies available at law or in equity, but excluding special, consequential or punitive damages.

Section 5. Recovery of Costs and Fees. In the event any Party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing Party, as determined by the applicable court or other dispute resolution provider, shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees and costs incurred prior to or during any litigation or other dispute resolution and including all fees and costs incurred in appellate proceedings.

SECTION 6. NOTICE. All notices, requests, consents and other communications hereunder ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, by overnight delivery service, or electronic or hand delivered to the Parties, as follows:

If to the District:	VillaMar Community Development District
219 East Livingston Street Orlando, Florida 32801 Attn: District Manager

With a copy to:	Kilinski Van Wyk, PLLC 517 East College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Landowner:	VMar Dev, LLC
346 East Central Avenue Winter Haven, Florida 33880 Attn: Adam Rhinehart
With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 33880 Attn: Richard E. Straughn

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

Notwithstanding the foregoing, to the extent Florida law requires notice to enforce the collection of any assessments placed on Assessment Area Six by the District, then the provision of such notice shall be in lieu of any additional notice required by this Agreement.

Section 7.	Assignment.

Landowner may not assign its duties or obligations under this Agreement except in accordance with the terms of this Section 7(C) below. This Agreement shall constitute a covenant running with title to all or any portion of the Assessment Area Six, binding upon Landowner and its successors and assigns including, without limitation, any purchaser and its successors and assigns as to Assessment Area Six or portions thereof, and any transferee of any portion of Assessment Area Six, but shall not be binding upon transferees permitted by Sections 7(B)(i), (ii) or (iii) below.

No portion of Assessment Area Six may be transferred to any third-party without complying with the terms of Section 7(C) below, other than:

Platted and fully-developed lots to homebuilders restricted from re-platting.

Platted and fully-developed lots to end users.

Portions of Assessment Area Six exempt from debt special assessments or to be dedicated to the City, County, the District, or other governmental agencies.

Any transfer of any portion of Assessment Area Six pursuant to subsections (i), (ii) or (iii) of this Section 7(B), shall constitute an automatic release of such portion of Assessment Area Six from the scope and effect of this Agreement.
Landowner shall not transfer any portion of Assessment Area Six to any third-party, except as permitted by Sections 7(B)(i), (ii) or (iii) above, without satisfying the following conditions (“Transfer Conditions”):
delivering a recorded copy of this Agreement to such third party; and
satisfying any True-Up Payment that results from a True-Up analysis that will be performed by the District Manager prior and as a condition to such transfer.

Any transfer that is consummated pursuant to this Section 7(C) shall operate as a release of Landowner from its obligations under this Agreement as to such portion of Assessment Area Six only arising from and after the date of such transfer and satisfaction of all of the Transfer Conditions including payment of any True-Up Payment due pursuant to subsection 7(C)(ii) above, and the transferee shall be deemed to have assumed Landowner’s obligations in accordance herewith and shall be deemed the “Landowner” from and after such transfer for all purposes as to such portion of Assessment Area Six so transferred.

Section 8. Amendment. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter discussed herein and may be modified in writing only by the mutual agreement of all Parties. This Agreement may not be amended without the prior written consent of the Trustee on behalf and acting at the direction of the bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding.

Section 9.  Termination. This Agreement shall continue in effect until it is rescinded in writing by the mutual assent of each Party, provided, however, that this Agreement and the covenants contained herein may not be terminated or released prior to platting and development of all Assessment Area Six without the prior written consent of the Trustee on behalf and acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding.

Section 10. Negotiation at Arm’s Length. This Agreement has been negotiated fully between the Parties as an arm’s length transaction. The Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either Party.

Section 11. Third-Party Beneficiaries. This Agreement is solely for the benefit of the District and Landowner and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third-party not a formal party to this Agreement. Except as provided in the immediately succeeding sentence, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and Landowner any right, remedy or claim under or by reason of this Agreement or any provisions or conditions of this Agreement; and all of the provisions, representations, covenants and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Landowner and their respective representatives, successors and assigns. Notwithstanding anything
herein to the contrary, the Trustee for the Assessment Area Six Bonds, on behalf of the owners of the Assessment Area Six Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to enforce Landowner’s obligations hereunder. The Trustee shall not be deemed to have assumed any obligations hereunder.

Section 12.	Limitations on Governmental Liability. Nothing in this Agreement
shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Section 13. Applicable Law and Venue. This Agreement and the provisions contained herein shall be construed, interpreted, and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

Section 14. Public Records. Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and may require treatment as such in accordance with Florida law.

Section 15. Execution in Counterparts. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Section 16. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 17. Effective Date. This Agreement shall become effective after execution by the Parties hereto on the date reflected above.

[Remainder of this page left intentionally blank]
In witness whereof, Landowner and District have caused this Agreement to be executed and delivered on the day and year first written above.

WITNESSES:	VMAR DEV, LLC,
a Florida limited liability company

By: Adam Rhinehart

[Print Name]	Its: Manager

[Print Name]

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this   day of 	 2024, by Adam Rhinehart as Manager of Vmar Dev, LLC, a Florida limited liability company, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Warren K. (Rennie) Heath II

[Print Name]	Chairperson, Board of Supervisors

[Print Name]

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this   day of 	 2024, by Warren K. (Rennie) Heath II, as Chairperson of the Board of Supervisors of the VillaMar Community Development District.

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

Exhibit A:	Legal Description of Assessment Area Six
Exhibit A

LEGAL DESCRIPTION
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT ASSESSMENT AREA 6
DEVELOPMENT PHASES 7A AND 7B

SECTION 8

COLLATERAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT RIGHTS RELATING TO THE ASSESSMENT AREA SIX PROJECT

This  Collateral  Assignment  and  Assumption  of  Development  Rights
Relating to the Assessment Area Six Project (the “Assignment”) is made this 	 day of 	, 2024, by and between:
VillaMar Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Winter Haven, Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 (the “District”), and

VMAR DEV, LLC, a Florida limited liability company, owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Landowner” and together with the District, the “Parties,” and each separately, a “Party”).

RECITALS

WHEREAS, Landowner is the owner of a portion of the real property within the District as more particularly described in Exhibit A, attached hereto and incorporated herein (“Assessment Area Six”); and

Whereas, the District proposes to issue its [PAR AMOUNT] VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the “Assessment Area Six Bonds”), to finance certain improvements which will benefit all of Assessment Area Six; and

Whereas, among the security for the repayment of the Assessment Area Six Bonds are the debt special assessments levied against the Assessment Area Six (the “Assessment Area Six Assessments”); and
Whereas, the Parties intend that Assessment Area Six will be platted and fully developed into a total of 393 residential units in development phases identified as Phase 7A and Phase 7B (the “Lots”), and the Lots will be ultimately owned by homebuilders or end users,
unrelated to the Landowner or its affiliated entities (the “Development Completion”), as contemplated by the Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8), dated January 3, 2023, as supplemented by that Supplemental Assessment Methodology for Assessment Area Six, dated December 5, 2023 (together, the “Assessment Report”), all of such Lots and associated improvements being referred to herein as the “Development”; and

Whereas, the Amended and Restated Master Engineer’s Report for Capital Improvements, dated December 15, 2022 as further amended by the Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023, and as supplemented by the Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023 (together, the “Engineer’s Report”), identifies the portion of the Development which is being partially financed with the proceeds of the Assessment Area Six Bonds as “Phase 7A” and “Phase 7B,” which area is also referred to as the “Assessment Area Six Project”; and

Whereas, in the event of default in the payment of the Assessment Area Six Assessments securing the Assessment Area Six Bonds, or in the payment of a True-Up Obligation (as defined in the Agreement between the VillaMar Community Development District and Vmar Dev, LLC Regarding True-Up as to Assessment Area Six Assessments, dated
	, 2024), or in the event of any other Event of Default (as defined herein), the District requires, in addition to the remedies afforded the District under the Master Trust Indenture dated as of June 1, 2019 (the “Master Indenture”), as supplemented by that Sixth Supplemental Trust Indenture dated as of 	, 2024 (the “Sixth Supplemental Indenture”; together with the Master Indenture, the “Indenture”), pursuant to which the Assessment Area Six Bonds are being issued, and the other Agreements being entered into by Landowner concurrent herewith with respect to the Assessment Area Six Bonds and the Assessment Area Six Assessments (the Indentures and Agreements being referred to collectively as (the “Bond Documents”) and such remedies being referred to collectively as (the “Remedial Rights”), certain remedies with respect to the Development Rights (defined below) in order to complete or enable a third party to complete development of the Assessment Area Six Project.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Recitals. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

Collateral Assignment.

Subject to the terms and conditions of this Assignment, Landowner hereby collaterally assigns to the District, to the extent assignable, all of Landowner’s development rights, permits, entitlements and work product relating to development of Assessment Area Six Project, and Landowner’s rights as declarant of any property owner or homeowner association with respect to Assessment Area Six Project (collectively, the
“Development Rights”), as security for Landowner’s payment and performance of all of its obligations arising under the Bond Documents, including, without limitation, payment of the Assessment Area Six Assessments levied against Assessment Area Six Project that is owned by Landowner, its successors and assigns, and any True-Up Obligation. The Development Rights shall include, without limitation, the items listed in subsections (i) through (viii) below as they pertain to development of the Assessment Area Six Project, but shall specifically exclude any portion of the Development Rights which relate solely to (x) Lots which have been or are conveyed to homebuilders unaffiliated with the Landowner or homebuyers effective as of such conveyance, or (y) any portion of Assessment Area Six Project which has been transferred, dedicated and/or conveyed, or is in the future conveyed, to the City of Winter Haven, Florida (the “City”), Polk County (the “County”), the District, any utility provider, governmental or quasi-governmental entity, any homeowner’s or property owner’s association or other governing entity or association as may be required by applicable permits, approvals, plats or entitlements or regulations affecting the District, if any, in each case effective as of such transfer, conveyance and/or dedication, as applicable:

Zoning approvals, density approvals and entitlements, concurrency and capacity certificates, and development assignments;

Engineering and construction plans and specifications for grading, roadways, site drainage, storm water drainage, signage, water distribution, waste water collection, recreational facilities and other improvements;

Preliminary and final site plans and plats;

Architectural plans and specifications for recreational buildings and other improvements to the developable property within the District;

Permits, approvals, resolutions, variances, licenses, and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the Assessment Area Six Project or the construction of improvements within Assessment Area Six Project, or off-site to the extent such off-site improvements are necessary or required to complete the Assessment Area Six Project;

Contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the Assessment Area Six Project or the construction of improvements within Assessment Area Six Project;

All prepaid impact fees and impact fee credits; and

All future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing.
This Assignment is not intended to and shall not impair or interfere with the development of the Assessment Area Six Project, including, without limitation, Landowner’s contracts with homebuilders, if any, and end users (collectively, “Sales Contracts”), and shall only be inchoate and shall become an effective and absolute assignment and assumption of the Development Rights, from time to time, only upon the District’s exercise of its rights hereunder upon a failure of Landowner to pay the Assessment Area Six Assessments levied against the portion of Assessment Area Six owned by Landowner, from time to time, failure of Landowner to satisfy a True-Up Obligation, or any other Event of Default hereunder. The District shall not be deemed to have assumed any obligations associated with the Development Rights unless and until the District exercises its rights under this Assignment, and then only to the extent of such exercise.

If this Assignment has not become absolute, it shall automatically terminate upon the earliest to occur of the following events: (i) payment in full of the principal and interest associated with the Assessment Area Six Bonds; (ii) Development Completion; (iii) transfer of any Development Rights to the City, the County, the State, the District, any utility provider, any other governmental or quasi-governmental entity, or any homeowners’ or property owner’s association but only to the extent of such transfer; or (iv) transfer of any portion of Assessment Area Six Project to an unaffiliated homebuilder or end user but only as to such portion transferred, from time to time.

Warranties by Landowner.	Landowner represents and warrants to the District that:

Landowner is not prohibited under any agreement with any other person or under any judgment or decree from the execution, delivery and performance of this Assignment.

No action has been brought or threatened which would in any way interfere with the right of Landowner to execute this Assignment and perform all of Landowner’s obligations herein contained.
Any transfer, conveyance or sale of the Assessment Area Six Project shall subject any and all affiliates or successors-in-interest of Landowner as to the Assessment Area Six Project or any portion thereof, to this Assignment to the extent of the portion of the Assessment Area Six Project so conveyed, except to the extent described in Section 2 above.

Covenants.	Landowner covenants with the District that for so long as this Assignment shall remain in effect pursuant to the terms hereof:

Landowner will use reasonable, good faith efforts to (i) fulfill, perform, and observe each and every material condition and covenant of Landowner relating to the
Development Rights, and (ii) give notice to District of any default with respect to any of the Development Rights.

The Development Rights include all of Landowner’s rights to modify the Development Rights, to terminate the Development Rights, and to waive or release the performance or observance of any obligation or condition of the Development Rights; provided, however, that this Assignment does not and shall not (i) pertain to lands outside of the District not relating or necessary to development of the Assessment Area Six Project, or (ii) limit Landowner’s right, from time to time, to modify, waive or release the Development Rights, subject to Section 4(c) below and Landowner’s obligations under the Bond Documents.

Landowner agrees not to take any action that would decrease the development entitlements to a level below the amount necessary to support the then- outstanding Assessment Area Six Assessments or would materially impair or impede the ability to achieve Development Completion.

Events of Default. Any breach of Landowner’s warranties contained in Section 3 hereof, any breach of covenants contained in Section 4 hereof which is not cured within sixty (60) days after receipt of written notice thereof, or any breach of Landowner under any other Bond Documents, which default is not cured within any applicable cure period, will constitute an “Event of Default”, under this Assignment.

Remedies Upon Default. Upon an Event of Default, or the transfer of title to any portion of Assessment Area Six Project owned by Landowner to the District or its designee pursuant to a judgment of foreclosure entered by a court of competent jurisdiction or a deed in lieu of foreclosure to the District or its designee or the acquisition of title to such property through the sale of tax certificates, the District may, as the District’s sole and exclusive remedies under this Assignment, take any or all of the following actions, at the District’s option:

Perform or cause to be performed any and all obligations of Landowner relating to the Development Rights and exercise or cause to be exercised any and all rights of Landowner therein as fully as Landowner could;

Initiate, appear in, or defend any action arising out of or affecting the Development Rights; and,

Further assign any and all of the Development Rights to a third-party acquiring title to the Assessment Area Six Project or any portion thereof from the District or at a District foreclosure sale.

Authorization in Event of Default. In the Event of Default, Landowner does hereby authorize and shall direct any party to any agreements relating to the Development Rights to tender performance thereunder to the District upon written notice and request from the District.  Any such performance in favor of the District shall constitute a full release and
discharge to the extent of such performance as fully as though made directly to Landowner. Notwithstanding the foregoing or anything to the contrary set forth in this Assignment, no exercise by the District or the District’s rights under this Assignment shall operate to release Landowner from its obligations under this Assignment.

Attorneys’ Fees and Costs. In the event that any Party is required to enforce this Assignment by court proceedings or otherwise, then the Parties agree that the substantially prevailing Party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys’ fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AUTHORIZATION. The execution of this Assignment has been duly authorized by the appropriate body or official of the Parties; the Parties have complied with all the requirements of law; and the Parties have full power and authority to comply with the terms and provisions of this instrument.
NOTICES. All notices, requests, consents and other communications under this Assignment (the “Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, at the addresses first set forth above. Except as otherwise provided in this Assignment, any Notice shall be deemed received only upon actual delivery at the address set forth above. Notices delivered after 5:00 p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Assignment would otherwise expire on a non- business day, the Notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the District and counsel for the Landowner may deliver Notice on behalf of the District and the Landowner, respectively. Any Party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days’ written notice to the Parties and addressees set forth herein.

Arm’s Length Transaction. This Assignment has been negotiated fully between the Parties as an arm’s length transaction. Both Parties participated fully in the preparation of this Assignment and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Assignment, both Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either the District or the Landowner.
Third-Party Beneficiaries. The Parties hereto agree that the trustee under the Indenture (the “Trustee”), on behalf of the bondholders, shall be a direct third-party beneficiary of the terms and conditions of this Assignment and entitled to enforce Landowner’s obligations hereunder at the direction of the bondholders owning more than 50% of the aggregate principal amount of the Assessment Area Six Bonds then outstanding. The Trustee shall not be deemed by virtue of this Assignment to have assumed any obligations or duties.
AMENDMENT. This Assignment may be amended by an instrument in writing executed by all of the Parties hereto, but only with the written consent of the Trustee acting at the direction of bondholders owning more than 50% of the aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding with respect to amendments having a material effect on the District’s ability to pay debt service on the Assessment Area Six Bonds.

MISCELLANEOUS. Unless the context requires otherwise, whenever used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders. The terms “person” and “party” shall include individuals, firms, associations, joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups and combinations. Titles of paragraphs contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Assignment or the intent of any provisions hereunder. This Assignment shall be construed under Florida law.

Applicable Law and Venue. This Assignment and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Assignment shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.
PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Assignment may be public records and treated as such in accordance with Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Assignment shall not affect the validity or enforceability of the remaining portions of this Assignment, or any part of this Assignment not held to be invalid or unenforceable.
Limitations on Governmental Liability. Nothing in this Assignment shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other law, and nothing in this Assignment shall inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred by sovereign immunity or by other operation of law.
Headings for Convenience Only. The descriptive headings in this Assignment are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Assignment.

Counterparts. This instrument may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.
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In witness whereof, Landowner and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:	VMAR DEV, LLC,
a Florida limited liability company

By: Adam Rhinehart

[Print Name]	Its: Manager

[Print Name]

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this   day of 	, 2024, by Adam Rhinehart, as Manager of VMar Dev, LLC, on behalf of the company.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
WITNESSES:	VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Warren K. (Rennie) Heath II

[Print Name]	Chairperson, Board of Supervisors

[Print Name]

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this   day of 	, 2024, by Warren K. (Rennie) Heath II, as Chairperson of the Board of Supervisors of the VillaMar Community Development District.

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

Exhibit A:	Legal Description of the Assessment Area Six
Exhibit A

LEGAL DESCRIPTION
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT ASSESSMENT AREA 6
DEVELOPMENT PHASES 7A AND 7B

Section C
AGREEMENT BY AND BETWEEN THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT,
AND VMAR DEV, LLC, REGARDING THE COMPLETION OF CERTAIN IMPROVEMENTS

This  Agreement  (“Agreement”)  is  made  and  entered  into  this 	 day of
	 2024, by and between:

VillaMar Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Winter Haven, Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 (the “District”), and

VMAR DEV, LLC, a Florida limited liability company, a Landowner and the owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Landowner” and together with the District, the “Parties,” and separately, a “Party”).

RECITALS

Whereas, the District was established by an ordinance adopted by the City Commission of the City of Winter Haven, Florida, pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”) and is validly existing under the Constitution and laws of the State of Florida; and

Whereas, the Act authorizes the District to issue bonds for the purpose, among others, of planning, financing, constructing, operating and/or maintaining certain infrastructure, including stormwater management facilities, water and sewer utilities, roadways, irrigation, off-site improvements, landscape and hardscape, street lighting, parks and recreation, and other infrastructure within or without the boundaries of the District; and

WHEREAS, Landowner is the owner and developer of a portion of the lands within the District as described in Exhibit A (“Assessment Area Six”), which will be subject to the proposed issuance of the Assessment Area Six Bonds, defined herein; and

WHEREAS, the District has adopted an improvement plan to finance the planning, design, acquisition, construction, and installation of certain infrastructure improvements, facilities, and services as described in the Amended and Restated Master Engineer’s Report for Capital Improvements, dated December 15, 2022 (the “Improvements”), as further amended by the Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023, and as supplemented by the Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023 (together, the “Engineer’s Report”), attached hereto as Composite Exhibit B, which sets forth the estimated costs of the Improvements for development Phase 7A and Phase 7B (the “Assessment Area Six Project”); and
Whereas, the District has imposed debt special assessments on the lands included within Assessment Area Six within the District (the “Assessment Area Six Assessments”), to secure financing for the construction of the Assessment Area Six Project, and has validated a total of
$77,615,000 in special assessment bonds to fund the planning, design, permitting, construction and/or acquisition of the District’s Improvements, including the Assessment Area Six Project; and

Whereas, the District intends to finance a portion of the Assessment Area Six Project through the anticipated issuance of its VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project), in the principal amount of [PAR VALUE] (the “Assessment Area Six Bonds”); and

Whereas, Landowner has requested that the District limit the amount of Assessment Area Six Assessments imposed upon Assessment Area Six by allowing the Landowner to directly fund a portion of the Assessment Area Six Project; and

Whereas, Landowner has agreed to complete or cause funds to be provided to the District to complete the portion of the Assessment Area Six Project, as set forth in the Engineer’s Report, not funded by proceeds of the Assessment Area Six Bonds; and

Whereas, in consideration of the District limiting the amount of Assessment Area Six Assessments on the Assessment Area Six property, Landowner has requested that the District enter into this Agreement and to provide the terms and conditions under which the Assessment Area Six Project shall be completed; and

Whereas, in order to ensure that the Assessment Area Six Project is completed and funding is available in a timely manner to provide for its completion, Landowner and the District hereby agree that the District will be obligated to issue no more than [PAR VALUE] in Assessment Area Six Bonds to fund the Assessment Area Six Project, and Landowner will complete or will make provision for additional funds that may be needed in the future for the completion of the Assessment Area Six Project, over and above the amount of the Assessment Area Six Bonds including, but not limited to, all administrative, legal, warranty, engineering, permitting or other related soft costs.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

Completion of Improvements. Landowner and the District agree and acknowledge that the District’s proposed Assessment Area Six Bonds will provide only a portion of the funds necessary to complete the Assessment Area Six Project. Therefore, Landowner hereby agrees to complete the Assessment Area Six Project or cause such funds to be provided to the District in an amount sufficient to allow the District to complete those portions of the Assessment Area Six Project which may remain unfunded including, but not limited to, all
administrative, legal, warranty, engineering, permitting or other related soft costs (collectively, the “Remaining Improvements”), whether pursuant to existing contracts, including change orders thereto, or future contracts.

Subject to Existing Contract. When all or any portion of the Remaining Improvements are subject to an existing District contract, the Landowner shall provide funds directly to the District in an amount sufficient to complete the Remaining Improvements pursuant to such contract, including change orders thereto.

Not Subject to Existing Contract. When any portion of the Remaining Improvements is not the subject of an existing District contract, the Landowner may choose to complete, cause to be completed, or provide funds to the District in an amount sufficient to allow the District to complete or cause to be completed, those Remaining Improvements, subject to a formal determination by the District that the option selected by the Landowner will not materially and adversely impact the District.

Nothing herein shall cause or be construed to require the District to issue additional bonds or indebtedness to provide funds for any portion of the Remaining Improvements. The Parties hereby acknowledge and agree that the District’s execution of this Agreement constitutes the manner and means by which any and all portions of Landowner’s portion of the Remaining Improvements are to be funded and completed. Notwithstanding the foregoing, in the event the Landowner, either jointly or individually, fails to timely provide funds or to complete the Remaining Improvements, the District may exercise its authority to issue additional bonds and certify for collection additional debt special assessments in an amount sufficient to complete the Remaining Improvements.

Other Conditions and Acknowledgments.

The District and Landowner agree and acknowledge that the exact location, size, configuration, and composition of the Assessment Area Six Project may change from that described in the Engineer’s Report depending upon final design of the development, permitting or other regulatory requirements over time, or other factors. Material changes to the Assessment Area Six Project shall be made by a written amendment to the Engineer’s Report, which shall include an estimate of the cost of the changes. Material changes to the Assessment Area Six Project shall require the prior written consent of the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding.

The District and Landowner acknowledge and agree that the provision of funds under this Agreement or the completion of the Remaining Improvements will be considered a contribution in lieu of the imposition of debt special assessments upon the Assessment Area Six benefitted by the Assessment Area Six Project.

Notwithstanding anything to the contrary contained in this Agreement, the payment or performance by Landowner of its obligations hereunder are expressly subject
to, dependent and conditioned upon (a) the issuance of [PAR VALUE] par amount of Assessment Area Six Bonds and use of the proceeds thereof to fund a portion of the Assessment Area Six Project, and (b) the scope, configuration, size and/or composition of the Assessment Area Six Project not materially changing without the consent of Landowner. Such consent is not necessary, and Landowner must meet the completion obligations, or cause them to be met, when the scope, configuration, size and/or composition of the Assessment Area Six Project is materially changed in response to a requirement imposed by a regulatory agency.

Default and Protection Against Third-Party Interference. A default
by any Party under this Agreement shall entitle the others to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages and/or specific performance, but excluding special, consequential or punitive damages. Except as expressly otherwise provided in this Agreement, the District shall be solely responsible for enforcing its rights under this Agreement against any interfering third-party. Except as expressly otherwise provided in this Agreement, nothing contained in this Agreement shall limit or impair the District’s right to protect its rights under this Agreement from interference by a third-party.

Enforcement of Agreement. In the event that any Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing Party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AMENDMENTS. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by all Parties hereto, but only with the written consent of the Trustee acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the Assessment Area Six Bonds then outstanding, with respect to amendments having a material effect on the District’s ability to pay debt service on the Assessment Area Six Bonds.

AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and Landowner, both the District and Landowner have complied with all the requirements of law, and both the District and Landowner have full power and authority to comply with the terms and provisions of this Agreement.

NOTICES. All notices, requests, consents and other communications under this Agreement ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as follows:

If to the District:	VillaMar Community Development District
219 East Livingston Street Orlando, Florida 32801 Attn: District Manager

With a copy to:	Kilinski Van Wyk, PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Landowner:	VMar Dev, LLC
346 East Central Avenue Winter Haven, Florida 33880 Attn: Adam Rhinehart

With a copy to:	Straughn & Turner, P.A. 255 Magnolia Avenue SW
Winter Haven, Florida 33880 Attn: Richard E. Straughn

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

Arm’s Length Transaction. This Agreement has been negotiated fully between the District and Landowner as an arm’s length transaction. Both Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against either Party.

Third-Party Beneficiaries. Except as otherwise provided in this Section 10 with respect to Trustee, this Agreement is solely for the benefit of the Parties and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third-party not a formal party to this Agreement. Except as otherwise provided in this Section 10 with respect to Trustee, nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the Parties hereto any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and Landowner and the respective representatives, successors, and assigns of each. Notwithstanding anything herein to the contrary, the Trustee for the Assessment Area Six Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall be entitled to enforce the obligations of Landowner hereunder. The Trustee shall not be deemed to have assumed any obligations hereunder.
ASSIGNMENT. No Party hereto may assign this Agreement or any monies to become due hereunder without the prior written approval of the other Parties and the Trustee acting on behalf and at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding.

Applicable Law and Venue. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

EFFECTIVE DATE. This Agreement shall be effective upon execution by all Parties hereto.

PUBLIC RECORDS. Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Limitations on Governmental Liability. Nothing in this Agreement shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Headings for Convenience Only. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

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In witness whereof, the Parties execute this Agreement on the day and year first written above.

ATTEST:	VILLAMAR COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Warren K. (Rennie) Heath II Chairperson, Board of Supervisors

WITNESS:	VMAR DEV, LLC,
a Florida limited liability company

Print Name:		By: Adam Rhinehart Its: Manager

Exhibit A:	Legal Description of Assessment Area Six
Composite Exhibit B:	Amended and Restated Master Engineer’s Report for Capital
Improvements, dated December 15, 2022; Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023; Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023
Exhibit A

LEGAL DESCRIPTION
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT ASSESSMENT AREA 6
DEVELOPMENT PHASES 7A & 7B

Exhibit B
Engineer’s Report

Section D
AGREEMENT BY AND BETWEEN THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT AND VMAR DEV, LLC,
REGARDING THE ACQUISITION OF WORK PRODUCT, IMPROVEMENTS, AND REAL PROPERTY

This Agreement (the “Agreement”) is made and entered into this 	 day of
	 2024, by and between:

VillaMar Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, being situated in the City of Winter Haven, Polk County, Florida, with a mailing address of 219 East Livingston Street, Orlando, Florida 32801 (the “District”); and

VMAR DEV, LLC, a Florida limited liability company, the primary Landowner and the owner of certain lands within the District, with a mailing address of 346 East Central Avenue, Winter Haven, Florida 33880, and its successors and assigns (the “Landowner” and together with the District, the “Parties,” and each separately, a “Party”).

RECITALS

Whereas, the District was established for the purposes of planning, financing, constructing, acquiring, operating and/or maintaining certain public infrastructure, as authorized by Chapter 190, Florida Statutes; and

WHEREAS, the District has adopted an improvement plan for the planning, design, acquisition, construction, and installation of various infrastructure improvements, facilities, and services (the “Improvements”) within the District, and the anticipated cost thereof, as described in that certain Amended and Restated Master Engineer’s Report for Capital Improvements, dated December 15, 2022, as further amended by the Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023, and as supplemented by the Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023 (together, the “Engineer’s Report”), attached hereto as Composite Exhibit A and incorporated herein by reference; and

Whereas, the Landowner is the owner and/or primary Developer of certain lands located within the boundaries of the District known as “Assessment Area Six” within which a portion of the District Improvements for development Phase 7A and Phase 7B will be located (the “Assessment Area Six Project”); and

Whereas, the District intends to finance all or a portion of the Improvements through the anticipated issuance of its VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the “Assessment Area Six Bonds”); and
Whereas, because the Assessment Area Six Bonds have not yet been issued, the District has not had sufficient monies on hand to allow the District to fund the cost of preparation of the necessary surveys, reports, drawings, plans, permits, specifications, and related documents which would allow the timely commencement and completion of construction of the Improvements (the “Work Product”); and

Whereas, the District acknowledges the Landowner’s need to have the Improvements constructed in an expeditious and timely manner in order to develop the Assessment Area Six Project; and

WHEREAS, the District agrees that it will not have sufficient monies to proceed with either the preparation of the Work Product or the commencement of construction of the Improvements described in Composite Exhibit A until such time as the District has closed on the sale of the Assessment Area Six Bonds; and

Whereas, in order to avoid a delay in the commencement of the construction of the Improvements, the Landowner has advanced, funded, commenced, and completed and/or will complete certain work to enable the District to expeditiously provide the Improvements; and

Whereas, the District desires to commence the acquisition of certain Work Product and the Improvements, and accept assignment of certain agreements regarding the same; and

Whereas, in conjunction with the acquisition of the Work Product and/or Improvements, the Landowner desires to convey to the District interests in real property sufficient to allow the District to own, operate, maintain, construct, or install the Improvements, if any such conveyances are appropriate, and such conveyances shall be in fee simple, perpetual easement, or other interest as may be in the best interests of the District (the “Real Property”); and

Whereas, the Landowner and the District desire to enter into this Agreement to set forth the process by which the District may acquire the Work Product, Improvements, and/or Real Property.

Now, therefore, based upon good and valuable consideration and the mutual covenants of the Parties, the receipt and sufficiency of which are hereby acknowledged, the District and the Landowner agree as follows:

SECTION 1. INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.

SECTION 2.  WORK PRODUCT. The District agrees to pay the lesser of actual cost incurred by the Landowner or fair market value, for preparation of the Work Product in accordance with the provisions of this Agreement. The Landowner shall provide copies of any and all invoices, bills, receipts, or other evidence of costs incurred by the Landowner for the Work Product. The Parties agree to cooperate and use good faith and best efforts to undertake and complete the
acquisition process contemplated by this Agreement on such date as the Parties may jointly agree upon (the “Acquisition Date”). The Parties agree that separate or multiple Acquisition Dates may be established for any portion of the acquisitions contemplated by this Agreement. The District Engineer shall review all evidence of cost and shall certify to the District’s Board of Supervisors (the “Board”) the total actual amount of cost, which, in the District Engineer’s sole opinion, is reasonable for the Work Product. The District Engineer’s opinion as to cost shall be set forth in an Engineer’s Certificate which shall accompany the requisition for the funds from the trustee (the “Trustee”) for the Assessment Area Six Bonds. In the event that the Landowner disputes the District Engineer’s opinion as to cost, the District and the Landowner agree to use good faith efforts to resolve such dispute. If the Parties are unable to resolve any such dispute, the Parties agree to jointly select a third-party engineer whose decision as to any such dispute shall be binding upon the Parties. Such decision by a third-party engineer shall be set forth in an Engineer’s Affidavit which shall accompany the requisition for the funds from the Trustee. The Parties acknowledge that the Work Product is being acquired for use by the District in connection with the construction of the Improvements.

The Landowner agrees to convey to the District, and solely to the extent permitted by the terms of the Work Product, the Work Product upon payment of the sums determined to be acceptable by the District Engineer and approved by the District’s Board pursuant to and as set forth in this Agreement.

The Landowner agrees to release to the District all right, title, and interest which the Landowner may have in and to the above described Work Product, as well as all common law, statutory, and other reserved rights, including all copyrights in the Work Product and extensions and renewals thereof under United States law and throughout the world, and all publication rights and all subsidiary rights and other rights in and to the Work Product in all forms, mediums, and media, now known or hereinafter devised; provided, however, that the District agrees and acknowledges that the Landowner shall retain the right, title and interest to use the Work Product, and the District shall grant the Landowner a license to use the Work Product to the extent reasonably required by the Landowner in connection with the ownership, construction, development, and management of the Assessment Area Six Project or other lands owned by Landowner to which such Work Product pertains. To the extent determined necessary by the District, the Landowner shall use commercially reasonable efforts to obtain all releases from any professional providing services in connection with the Work Product to enable the District to use and rely upon the Work Product. Such releases may include, but are not limited to, any architectural, engineering, or other professional services.

Except as otherwise separately agreed by the Parties with respect to any particular acquisition of Work Product, and without intending to modify any of the other terms of this Agreement, any conveyance of Work Product shall be on an “AS-IS” basis, and without any representation or warranty from the Landowner to the District in respect thereto.
The Landowner agrees to make reasonable good faith efforts, but without imposing any requirement on Landowner to pay for additional warranty rights on behalf of the District, to provide or cause to be provided to the District, either by assignment or directly from such third parties as may be necessary and desirable to the mutual satisfaction of the Parties hereto, a warranty that the Work Product is fit for the purposes to which it will be put by the District, as contemplated by the Engineer’s Report.

The District agrees to allow the Landowner access to and use of the Work Product without the payment of any fee by the Landowner. However, to the extent the Landowner’s access to and use of the Work Product causes the District to incur any cost or expense, such as copying costs, the Landowner agrees to pay such cost or expense.

SECTION 3.  IMPROVEMENTS. The Landowner has expended certain funds on behalf of the District relating to the Improvements. The District agrees to acquire or otherwise reimburse the Landowner for those portions of the Improvements which have been commenced or completed prior to the issuance of the Assessment Area Six Bonds. When a portion of the Improvements is ready for conveyance by the Landowner to the District, the Landowner shall notify the District in writing, describing the nature of the improvement, its general location, and its estimated cost. Landowner agrees to provide, at or prior to the Acquisition Date, the following: (i) documentation of actual costs paid; (ii) instruments of conveyance such as special warranty bills of sale or such other instruments as may be reasonably requested by the District; and (iii) any other releases, indemnifications, or documentation as may be reasonably requested by the District. Any real property interests necessary for the functioning of the Improvements to be acquired under this paragraph shall be reviewed and conveyed in accordance with the provisions of Section 5 herein. The District Engineer in consultation with District Counsel shall determine in writing whether the infrastructure to be conveyed is a part of the Improvements contemplated by the Engineer’s Report, and if so, shall provide Landowner with a list of items necessary to complete the acquisition. Each such acquisition shall also be subject to the engineering review and certification process described in Section 2 above. The District Manager shall determine, in writing, whether the District has, based on the Landowner’s estimate of cost, sufficient unencumbered funds to acquire the improvement.

All documentation of any acquisition (e.g., bills of sale, receipts, maintenance bonds, as-builts, evidence of costs, deeds or easements, etc.) shall be to the reasonable satisfaction of the District. If any item acquired is to be conveyed to a third- party governmental entity, then the Landowner agrees to cooperate and provide such certifications, warranties, representations or other items as may be required by that governmental entity, if any.

The District Engineer shall certify as to the actual cost of any improvement built or constructed by or at the direction of the Landowner, and the District shall pay no more than the actual cost incurred, or the fair market value of the improvement, whichever is less, as determined by the District Engineer.
The Landowner agrees to cooperate in the transfer of any permits to the District or another governmental entity with maintenance obligations for any Improvements conveyed pursuant to this Agreement.

Nothing herein shall require the District to accept any Work Product and/or Improvements unless the District Engineer, in his or her professional opinion, is able to certify that, in addition to any other requirements of law: (i) the Work Product and/or Improvements are as set forth in the Engineer’s Report; (ii) the price for such Work Product and/or Improvements is equal to or less than each of (a) the cost actually paid to develop and/or install the Work Product and/or Improvements by the Landowner and (b) the reasonable fair market value of the Work Product and/or Improvements; (iii) as to Work Product, the Work Product is capable of being used for the purposes intended by the District, and, as to any Improvements, the Improvements were installed in accordance with their specifications, and are capable of performing the functions for which they were intended; and (iv) as to any Improvements, all known plans, permits and specifications necessary for the operation and maintenance of the Improvements are complete and on file with the District, and have been transferred, or are capable of being transferred, to the District for operations and maintenance responsibilities.

SECTION 4. ASSIGNMENT OF CONTRACTS. The District may accept the assignment of certain contracts. Such acceptance is predicated upon: (i) each contractor providing a bond in the form and manner required by Section 255.05, Florida Statutes, or the Landowner providing adequate alternative security in compliance with Section 255.05, Florida Statutes, if required; and
(ii) receipt by the District of a release from each general contractor acknowledging each assignment and the validity thereof, acknowledging the furnishing of the bond or other security required by Section 255.05, Florida Statutes, if any, and waiving any and all claims against the District arising as a result of or connected with such assignment. Until such time as the Assessment Area Six Bonds are actually issued, the Landowner agrees to provide such funds as are needed by the District to make all payments for any such assigned contracts when and as needed by the District.

SECTION 5.	CONVEYANCE OF REAL PROPERTY.

Conveyance. In the event that real property interests are to be conveyed by the Landowner and acquired by the District in connection with the acquisition of the Improvements, and as mutually agreed upon by the District and the Landowner, then in such event, the Landowner agrees that it will convey to the District at or prior to the Acquisition Date by a special warranty deed, or non-exclusive easement, as reasonably acceptable to the District together with a metes and bounds or other legal description, the Real Property upon which the Improvements are constructed or which are necessary for the operation and maintenance of, and access to the Improvements. The Parties agree that in no event shall the purchase price for the Real Property exceed the lesser of the actual cost to the Landowner or the value of an appraisal obtained by the District for this purpose. The Parties agree that the purchase price shall not include amounts attributable to the value of improvements on the Real Property and other improvements serving the Real Property that have been, or will
be, funded by the District. The District may determine in its reasonable discretion that fee title is not necessary and in such cases shall accept such other interest in the lands upon which the Improvements are constructed as the District deems reasonably acceptable. Such special warranty deed or other instrument shall be subject to a reservation by Landowner of its right and privilege to use the area conveyed to construct any Improvements and any future improvements to such area for any related purposes (including, but not limited to, construction traffic relating to the construction of the development) not inconsistent with the District’s use, occupation or enjoyment thereof. The Landowner shall pay the cost for recording fees and documentary stamps required, if any, for the conveyance of the lands upon which the Improvements are constructed. The Landowner shall be responsible for all taxes and assessments levied on the lands upon which the Improvements are constructed until such time as the Landowner conveys said lands to the District. At the time of conveyance, the District may require, at Landowner’s expense, an owner’s title insurance policy in a form satisfactory to the District. In the event the title search reveals exceptions to title which render title unmarketable or which, in the District’s reasonable discretion, would materially interfere with the District’s use of such lands, the District shall not be required to accept such conveyance of Real Property and/or any related Improvements or Work Product.

Boundary or Other Adjustments. Landowner and the District agree that reasonable future boundary adjustments may be made as deemed necessary and approved by both Parties in order to accurately describe lands conveyed to the District and lands which remain in Landowner’s ownership; provided, however, that such future boundary adjustments shall not affect the ability of the Landowner to have the lots developed. The Parties agree that any land transfers made to accommodate such adjustments shall be accomplished by donation. However, the Party requesting such adjustment shall pay any transaction costs resulting from the adjustment, including but not limited to taxes, title insurance, recording fees or other costs.

SECTION 6.   TAXES, ASSESSMENTS, AND COSTS.

Taxes and Assessments on Property Being Acquired. The District is an exempt governmental unit acquiring property pursuant to this Agreement for use exclusively for public purposes. Accordingly, in accordance with Florida law, the Landowner agrees to place in escrow with the Polk County Tax Collector an amount equal to the current ad valorem taxes and non-ad valorem assessments prorated to the date of transfer of title, based upon the expected assessment and millage rates giving effect to the greatest discount available for early payment.

If and only to the extent the property acquired by the District is subject to ad valorem taxes or non-ad valorem assessments, the Landowner agrees to reimburse the District for payment, or pay on its behalf, any and all ad valorem taxes and non-ad valorem assessments imposed during the calendar year in which each parcel of property is conveyed.
Nothing in this Agreement shall prevent the District from asserting any rights to challenge any taxes or assessments imposed, if any, on any property of the District.

Notice. The Parties agree to provide notice to the other within ten (10) calendar days of receipt of any notice of potential or actual taxes, assessments, or costs, as a result of any transaction pursuant to this Agreement, or notice of any other taxes assessments or costs imposed on the property acquired by the District as described in Subsection A above. The Landowner covenants to make any payments due hereunder in a timely manner in accordance with Florida law. In the event that the Landowner fails to make timely payment of any such taxes or costs, the Landowner acknowledges the District’s right to make such payment. If the District makes such payment, the Landowner agrees to reimburse the District within thirty (30) calendar days of receiving notice of such payment, and to include in such reimbursement any fees, costs, penalties, or other expenses which accrued to the District as a result of making such a payment, including interest at the maximum rate allowed by law from the date of the payment made by the District.

Tax liability not created. Nothing herein is intended to create or shall create any new or additional tax liability on behalf of the Landowner or the District. Furthermore, the Parties reserve all respective rights to challenge, pay under protest, contest or litigate the imposition of any tax, assessment, or cost in good faith they believe is unlawfully or inequitably imposed and agree to cooperate in good faith in the challenge of any such imposition.

SECTION 7.	ACQUISITION IN ADVANCE OF RECEIPT OF PROCEEDS.	The District and
Landowner hereby agree that an acquisition by the District may be completed prior to the District obtaining proceeds from the Assessment Area Six Bonds (the “Prior Acquisitions”). The District agrees to pursue the issuance of the Assessment Area Six Bonds in good faith and, within thirty
(30) days from the issuance of such Assessment Area Six Bonds, to make payment for any Prior Acquisitions completed pursuant to the terms of this Agreement; provided, however, that in the event Bond Counsel determines that any such Prior Acquisitions are not properly compensable for any reason, including, but not limited to, federal tax restrictions imposed on tax-exempt financing, the District shall not be obligated to make payment for such Prior Acquisitions. Interest shall not accrue on the amounts owed for any Prior Acquisitions. In the event the District does not or cannot issue the Assessment Area Six Bonds within five (5) years from the date of this Agreement, and, thus does not make payment to the Landowner for the Prior Acquisitions, the Parties agree that the District shall have no reimbursement obligation whatsoever. The Landowner acknowledges that the District intends to convey some or all of the Improvements to the City of Winter Haven and/or Polk County and consents to the District’s conveyance of such improvements prior to payment for any Prior Acquisitions.

SECTION 8.	DEFAULT. A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the
right of damages and/or specific performance, but excluding special, consequential or punitive damages.

SECTION 9.  INDEMNIFICATION. For all actions or activities which occur prior to the date of the acquisition of the relevant Real Property, Improvement or Work Product hereunder, the Landowner agrees to indemnify and hold harmless the District and its officers, staff, agents and employees from any and all liability, claims, actions, suits or demands by any person, corporation or other entity for injuries, death, property damage or claims of any nature arising out of, or in connection with, the use by the Landowner, its officers, agents, employees, invitees or affiliates, of the Real Property, Improvement, or Work Product, including litigation or any appellate proceedings with respect thereto, irrespective of the date of the initiation or notice of the claim, suit, etc.; provided, however, that the Landowner shall not indemnify the District for a default by the District under this Agreement or the use of such Real Property, Improvement or Work Product by the District, its engineers, employees, contractors, or such persons’ or entities’ negligence.

SECTION 10. ENFORCEMENT OF AGREEMENT. In the event that any Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing Party shall be entitled to recover from the other(s) all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees and expert witness fees, and costs for trial, alternative dispute resolution, or appellate proceedings.

SECTION 11. ENTIRE AGREEMENT. This instrument shall constitute the final and complete expression of the agreement between the District and the Landowner relating to the subject matter of this Agreement.

SECTION 12. AMENDMENTS. This Agreement shall constitute the entire agreement between the Parties regarding the subject matter hereof and may be modified in writing only by the mutual agreement of all Parties, and with regards to amendments having a material effect on the payment of debt service on the Assessment Area Six Bonds, with the prior written consent of the Trustee for the Assessment Area Six Bonds acting at the direction of the holders owning a majority of the aggregate principal amount of the Assessment Area Six Bonds then outstanding.

SECTION 13. AUTHORIZATION. The execution of this Agreement has been duly authorized by the appropriate body or official of the District and the Landowner. The District and the Landowner have complied with all the requirements of law. The District and the Landowner have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 14. NOTICES. All notices, requests, consents and other communications under this Agreement (the “Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the Parties, as follows:

If to the District:	VillaMar Community Development District
219 East Livingston Street Orlando, Florida 32801
Attn: District Manager

With a copy to:	Kilinski Van Wyk, PLLC
517 East College Avenue Tallahassee, Florida 32301 Attn: Lauren Gentry

If to Landowner:	VMar Dev, LLC
346 East Central Avenue Winter Haven, Florida 33880 Attn: Adam Rhinehart

With a copy to:	Straughn & Turner, P.A.
255 Magnolia Avenue SW Winter Haven, Florida 33880 Attn: Richard E. Straughn

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

SECTION 15. ARM’S LENGTH TRANSACTION. This Agreement has been negotiated fully between the District and the Landowner as an arm’s length transaction. All Parties participated fully in the preparation of this Agreement and received the advice of counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, all Parties are deemed to have drafted, chosen, and selected the language, and the doubtful language will not be interpreted or construed against any Party hereto.

SECTION 16. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the District and the Landowner and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third-party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or entity other than the District and the Landowner any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the District and the Landowner and their respective
representatives, successors, and assigns. Notwithstanding the foregoing, nothing in this paragraph shall be construed as impairing or modifying the rights of any holders of Assessment Area Six Bonds issued by the District for the purpose of acquiring any Work Product, Improvements and/or Real Property. Also, notwithstanding anything herein to the contrary, the Trustee for the Assessment Area Six Bonds, on behalf of the owners of the Assessment Area Six Bonds, shall be a direct third-party beneficiary of the terms and conditions of this Agreement and shall, acting at the direction of the bondholders owning more than 50% of an aggregate principal amount of the applicable Assessment Area Six Bonds then outstanding, be entitled to cause the District to enforce the Landowner’s obligations hereunder.

SECTION 17. ASSIGNMENT. This Agreement may be assigned, in whole or in part, by either Party only upon the written consent of the other, which consent shall not be unreasonably withheld, and the Trustee acting on behalf of the Bondholders owning a majority of the aggregate principal amount of the Assessment Area Six Bonds then outstanding. Such consent shall not be required in the event of a sale of the majority of the Assessment Area Six Project then-owned by the Landowner pursuant to which the unaffiliated purchaser agrees to assume any remaining obligations of the Landowner under this Agreement. Upon the merger, amendment, or name change of the District, the Agreement will be assumed by operation of law by the District’s successor in interest and no consent to such assumption shall be required.

SECTION 18. APPLICABLE LAW AND VENUE. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Polk County, Florida.

SECTION 19. EFFECTIVE DATE. This Agreement shall be effective upon its execution by the District and the Landowner.

SECTION 20. TERMINATION. This Agreement may be terminated by the District without penalty in the event that the District does not issue its proposed Assessment Area Six Bonds within five (5) years from the date of this Agreement.

SECTION 21. PUBLIC RECORDS. The Landowner understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and will be treated as such in accordance with Florida law.

SECTION 22. SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

SECTION 23.	LIMITATIONS ON GOVERNMENTAL LIABILITY. Nothing in this Agreement
shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall
inure to the benefit of any third-party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 24. HEADINGS FOR CONVENIENCE ONLY. The descriptive headings in this Agreement are for convenience only and shall not control nor affect the meaning or construction of any of the provisions of this Agreement.

SECTION 25. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute but one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

[Remainder of this page intentionally left blank]
In witness whereof, the Parties execute this Agreement the day and year first written
above.

ATTEST:	VILLAMAR COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Warren K. (Rennie) Heath II Chairperson, Board of Supervisors

WITNESS:	VMAR DEV, LLC,
a Florida limited liability company

Print Name: 		By: Adam Rhinehart Its: Manager

Composite Exhibit A:	Amended and Restated Master Engineer’s Report for Capital
Improvements, dated December 15, 2022; Amendment to the Amended and Restated Engineer’s Report for Capital Improvements, dated May 2, 2023; Supplemental Engineer’s Report for Assessment Area Six, dated December 5, 2023
Composite Exhibit A
Engineer’s Report

Villamar CDD - Acquisition Agreement	13
(Assessment Area Six)

Section E

DECLARATION OF CONSENT TO JURISDICTION OF VILLAMAR COMMUNITY DEVELOPMENT DISTRICT AND TO IMPOSITION OF SPECIAL ASSESSMENTS

(ASSESSMENT AREA SIX ASSESSMENTS)

VMAR DEV, LLC, a Florida limited liability company, (the “Landowner”), is the owner of those lands as more particularly described in Exhibit A attached hereto (“Assessment Area Six” or the “Property”), located within the boundaries of the VillaMar Community Development District (the “District”). The Landowner, intending that it and its successors in interest and assigns shall be legally bound by this Declaration, hereby declares, acknowledges and agrees as follows:
The District is, and has been at all times, on and after November 26, 2018, a legally created duly organized, and validly existing community development district under the provisions of Chapter 190, Florida Statutes, as amended (the “Act”). Without limiting the generality of the foregoing, the Landowner acknowledges that: (a) the petition filed with the City Commission of the City of Winter Haven, Florida (the “City”), relating to the creation of the District contained all matters required by the Act to be contained therein and was filed in the manner and by the persons required by the Act; (b) Ordinance No. O-18-70, as amended by Ordinance No. O-20-40, O-21-32, and O-22-68 effective as of November 26, 2018, October 26, 2020, and April 12, 2021, and November 28, 2022 respectively (together, the “Ordinance”), were duly and properly adopted by the City in compliance with all applicable requirements of law; (c) the members of the Board of Supervisors of the District were and are duly and properly designated and/or elected pursuant to the Act to serve in their official capacities and had the authority and right to authorize, approve and undertake all actions of the District approved and undertaken from November 26, 2018, to and including the date of this Declaration.

The Landowner, for itself and its heirs, successors and assigns, hereby confirms and agrees, that the special assessments (the “Special Assessments”) imposed by, but not limited to, Resolutions Nos. 2023-03, 2023-04, 2023-06, and 2024-  (collectively, the “Assessment Resolutions”) (collectively, the “Assessment Resolutions”), duly adopted by the Board of Supervisors of the District (the “Board”), and all proceedings undertaken by the District with respect thereto have been in accordance with applicable Florida law, that the District has taken all action necessary to levy and impose the Special Assessments, and the Special Assessments are legal, valid and binding first liens upon the Property co-equal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid.
The Landowner, for itself and its heirs, successors and assigns, hereby waives the right granted in Chapter 170.09, Florida Statutes, to prepay the Special Assessments without interest within thirty (30) days after the improvements are completed, in consideration of the rights granted by the District to prepay the Special Assessments in full or in part at any time, but with interest, under the circumstances set forth in the Assessment Resolutions of the District levying the Special Assessments.

The Landowner hereby expressly acknowledges, represents and agrees that (i) the Special Assessments, the Assessment Resolutions, and the terms of the financing documents related to the District’s issuance of the VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) in the principal amount of [PAR VALUE] (the “Assessment Area Six Bonds”) or securing payment thereof and all other documents and certifications relating to the issuance of the Special Assessment Bonds (the “Financing Documents”), are valid and binding obligations enforceable in accordance with their terms; (ii) there are no claims or offsets whatsoever against, or defenses or counterclaims whatsoever to, payments of the Special Assessments or claims of invalidity, deficiency or unenforceability of the Special Assessments and Financing Documents (and the Landowner hereby expressly waives any such claims, offsets, defenses or counterclaims); (iii) the Landowner expressly waives and relinquishes any argument, claim or defense that foreclosure proceedings cannot be commenced until one (1) year after the date of the Landowner’s default and agrees that, immediate use of remedies in Chapter 170, Florida Statutes, is an appropriate and available remedy, notwithstanding the provisions of Section 190.026, Florida Statutes; (iv) to the extent Landowner fails to timely pay any Special Assessments collected by mailed notice of the District, such unpaid Special Assessments and future Special Assessments may be placed on the tax roll by the District for collection by the Tax Collector pursuant to Section 197.3632, Florida Statutes, in any subsequent year; and (v) any and all rights to challenge the validity of: any argument, claim or defense resulting from any defect or omission of any and all District notices, meetings, workshops, public hearings and other proceedings in relation to the Special Assessments or the Assessment Area Six Bonds that were conducted on or prior to the date hereof whether pursuant to Florida law or any waiver of Florida law granted in said Executive Order, including any extensions thereof.

This Declaration shall represent a lien of record for purposes of Chapter 197, Florida Statutes, including, without limitation, Section 197.573, Florida Statutes. Other information regarding the Special Assessments is available from the District Manager (Governmental Management Services – Central Florida, LLC), 219 Livingston Street, Orlando, Florida 32801.

THE DECLARATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING ON THE LANDOWNER AND ON ALL PERSONS (INCLUDING CORPORATIONS, ASSOCIATIONS, TRUSTS AND OTHER LEGAL ENTITIES) TAKING TITLE TO ALL OR ANY PART OF THE PROPERTY, AND THEIR SUCCESSORS IN INTEREST, WHETHER OR NOT THE PROPERTY IS PLATTED AT SUCH TIME. BY TAKING SUCH TITLE, SUCH PERSONS SHALL BE DEEMED TO HAVE CONSENTED AND AGREED TO THE PROVISIONS OF THIS DECLARATION TO THE SAME EXTENT AS IF THEY HAD EXECUTED IT AND BY TAKING SUCH TITLE, SUCH  PERSONS  SHALL  BE  ESTOPPED  FROM  CONTESTING,  IN  COURT  OR
OTHERWISE,	THE	VALIDITY,	LEGALITY	AND	ENFORCEABILITY	OF	THIS DECLARATION.

Effective this 	 day of 	, 2024.
In witness whereof, Developer and the District have caused this Assignment to be executed and delivered on the day and year first written above.

WITNESSES:	VMAR DEV, LLC,
a Florida limited liability company

By: Adam Rhinehart

[Print Name]	Its: Manager

[Print Name]

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this   day of 	, 2024, by Adam Rhinehart as Manager of VMar Dev, LLC, on behalf of the company.

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

LEGAL DESCRIPTION
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT ASSESSMENT AREA 6
DEVELOPMENT PHASES 7A & 7B

Section F

VILLAMAR
COMMUNITY DEVELOPMENT DISTRICT NOTICE OF LIEN OF SPECIAL ASSESSMENTS FOR
SPECIAL ASSESSMENT BONDS, SERIES 2024 (ASSESSMENT AREA SIX)

PLEASE TAKE NOTICE that the Board of Supervisors of the VillaMar Community Development District (the “District”) in accordance with Chapters 170, 190, and 197, Florida Statutes, adopted Resolutions Nos. 2023-03, 2023-04, 2023-06, and 2024-  (the “Assessment Resolutions”), confirming and certifying the lien of non-ad valorem special assessments on certain real property identified as “Phase 7A” and “Phase 7B” or “Assessment Area Six” (the “Assessment Area Six Special Assessments”), located within the boundaries of the District that will be specially benefitted by the Assessment Area Six Project, described in such Assessment Resolutions. Said assessments are pledged to secure the VillaMar Community Development District Special Assessment Bonds, Series 2024 (Assessment Area Six Project) (the “Assessment Area Six Bonds”). The legal description of the lands on which said Assessment Area Six Special Assessments are imposed is attached to this Notice (the “Notice”) as Exhibit A. The special assessments are imposed on benefitted property within the District as described in the Amendment to the Amended and Restated Master Assessment Methodology (Phases 5, 6, 7A, 7B, and 8), dated January 3, 2023, as supplemented by that Supplemental Assessment Methodology for Assessment Area Six, dated December 5, 2023 (collectively, the “Assessment Report”), approved by the District. A copy of the Assessment Report and the Assessment Resolutions may be obtained by contacting the District at: VillaMar Community Development District, c/o
Governmental Management Services – Central Florida, LLC, 219 East Livingston Street, Orlando, Florida 32801; Ph: (407) 841-5524. The non ad-valorem special assessments provided for in the Assessment Resolutions were legally and validly determined and levied in accordance with all applicable requirements of Florida law, and these non-ad valorem special assessments constitute and will at all relevant times in the future constitute, legal, valid, and binding first liens on the land against which assessed until paid, coequal with the lien of all state, county, district, and municipal taxes, and superior in dignity to all other liens, titles, and claims. The District may collect assessments on any of the lands described in the attached Exhibit A by any method authorized by law, which method may change from year to year.
The District is a special-purpose form of local government established pursuant to and governed by Chapter 190, Florida Statutes. Pursuant to Section 190.048, Florida Statutes, you are hereby notified that: THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT MAY IMPOSE AND LEVY TAXES OR ASSESSMENTS, OR BOTH TAXES AND ASSESSMENTS, ON THIS PROPERTY. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION, AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES AND SERVICES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND OTHER LOCAL GOVERNMENTAL TAXES AND ASSESSMENTS AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW.
THE LIEN FOR THE SPECIAL ASSESSMENTS IS STATUTORY AND NO FILING IS NECESSARY IN ORDER TO PERFECT OR PROVIDE RECORD NOTICE THEREOF. THIS NOTICE IS FOR INFORMATION PURPOSES. IN ADDITION TO THE  MINUTES,  RECORDS  AND  OTHER  MATERIAL  OF  THE  DISTRICT
AVAILABLE FROM THE DISTRICT, THIS ALSO CONSTITUTES A LIEN OF RECORD FOR PURPOSES OF SECTION 197.573 OF THE FLORIDA STATUTES AND ALL OTHER APPLICABLE PROVISIONS OF THE FLORIDA STATUTES AND ANY OTHER APPLICABLE LAW.

{SIGNATURE PAGE FOLLOWS}
IN WITNESS WHEREOF, this Notice has been executed and effective as of the 	

day of 	 2024, and recorded in the Official Records of Polk County, Florida.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

Warren K. (Rennie) Heath II Chairperson, Board of Supervisors

Witness	Witness

Print Name	Print Name

STATE OF FLORIDA COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization, this   day of 	 2024, by Warren K. (Rennie) Heath II as Chairperson of the Board of Supervisors for the VillaMar Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	
Exhibit A
LEGAL DESCRIPTION
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT ASSESSMENT AREA 5
DEVELOPMENT PHASES 7A & 7B

Section VIII
RESOLUTION 2024-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE VILLAMAR COMMUNITY DEVELOPMENT DISTRICT TO DESIGNATE THE DATE, TIME AND PLACE OF A PUBLIC HEARING AND AUTHORIZATION TO PUBLISH NOTICE OF SUCH HEARING FOR THE PURPOSE OF ADOPTING RULES RELATING TO OVERNIGHT PARKING AND PARKING ENFORCEMENT.

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

Whereas, the Board of Supervisors of the District (“Board”) is authorized by Sections 190.011(5) and 190.035, Florida Statutes, to adopt rules, orders, rates, fees and charges pursuant to Chapter 120, Florida Statutes.

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

SECTION 1. The Board intends to adopt [Amended] Rules Relating to Overnight Parking and Parking Enforcement (“Policy”), a proposed copy of which is attached hereto as Exhibit A. The District will hold a public hearing on such Policy at a meeting of the Board to be held on Tuesday, February 6, 2024, at 11:00 a.m. at the Holiday-Inn-Winter Haven, 200 Cypress Gardens Boulevard, Winter Haven, Florida 33880.

Section 2. The District Secretary is directed to publish notice of the hearing in accordance with Section 120.54, Florida Statutes and all prior actions taken for the purpose of publishing notice are hereby ratified.

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

PASSED AND ADOPTED this 5th day of December 2023.

ATTEST:	VILLAMAR COMMUNITY
DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A: Rules Relating to Overnight Parking and Parking Enforcement
DRAFT FOR DISCUSSION PURPOSES ONLY

Villamar Community Development District
Rules Relating to Overnight Parking and Parking Enforcement

In accordance with Chapter 190, Florida Statutes, and on 	, at a duly noticed public meeting, the Board of Supervisors of the Villamar Community Development District (“District”) adopted the following rule to govern overnight parking and parking enforcement on certain District property (the “Rule”). This Rule repeals and supersedes all prior rules and/or policies governing the same subject matter.

Section 1. Introduction. The District finds that parked Commercial Vehicles, Vehicles, Vessels and Recreational Vehicles (hereinafter defined) on certain of its property (hereinafter defined) cause hazards and danger to the health, safety and welfare of District residents, paid users and the public. This Rule is intended to provide the District’s residents and paid users with a means to remove such Commercial Vehicles, Vehicles, Vessels and Recreational Vehicles from areas that are not designated for parking.

Section 2. Definitions.

Commercial Vehicle. Any mobile item which normally uses wheels, whether motorized or not, that (i) is titled, registered or leased to a company and not an individual person, or (ii) is used for business purposes even if titled, registered or leased to an individual person.

Designated Parking Areas. Areas which have been explicitly approved for parking by the District, including areas indicated by asphalt markings and areas designated on the map attached hereto as Exhibit A and indicated by signage.

Vehicle. Any mobile item which normally uses wheels, whether motorized or not.

Vessel. Every description of watercraft, barge, or airboat used or capable of being used as a means of transportation on water.

Recreational Vehicle. A vehicle designed for recreational use, which includes motor homes, campers and trailers relative to same.

Parked. A Vehicle, Vessel or Recreational Vehicle left unattended by its owner or user.

Tow-Away Zone. District property in which parking is prohibited and in which the District is authorized to initiate a towing and/or removal action. Any District Property not designated as a Designated Parking Area is a Tow-Away Zone.

Overnight. Between the hours of 10:00 p.m. and 6:00 a.m. daily.

SECTION 3. DESIGNATED PARKING AREAS. Parking is permitted only in Designated Parking Areas, as indicated by asphalt markings for parking spaces and as indicated on the map attached hereto as Exhibit A for certain on-street parking areas. On-street parking is expressly prohibited on District roadways except where indicated. Any Vehicle parked on District Property, including District roads,
DRAFT FOR DISCUSSION PURPOSES ONLY

if any, must do so in compliance with all laws, ordinances, and codes, and shall not block access to driveways and property entrances.

SECTION 4. ESTABLISHMENT OF TOW-AWAY ZONES. All District Property which is not explicitly designated for parking shall hereby be established as “Tow-Away Zones” for all Vehicles, including Commercial Vehicles, Vessels, Recreational Vehicles as set forth in Section 5 herein (“Tow- Away Zone”).

Section 5. Exceptions.

On-Street Parking Exceptions. Commercial Vehicles, Recreational Vehicles, and Vessels are not permitted to be parked on-street Overnight and shall be subject to towing at Owner’s expense.

Abandoned/Broken-Down Vehicles. Abandoned and/or broken-down Vehicles are not permitted to be parked on District Property at any time and are subject to towing at the Owner’s expense.

PARKING DURING AMENITY HOURS. Vehicles may park in the designated parking areas of amenity facilities depicted in Exhibit A during the open hours of operations of such amenity facilities, including any District-authorized special events occurring outside of regular hours of operation. Otherwise, no Overnight parking is permitted at the amenity facilities.

VENDORS/CONTRACTORS. The District Manager or his/her designee may authorize vendors/consultants in writing to park company vehicles in order to facilitate District business. All vehicles so authorized must be identified by a Parking Pass issued by the District.

Delivery Vehicles and Governmental Vehicles. Delivery vehicles, including but not limited to, U.S.P.S., U.P.S., Fed Ex, moving company vehicles, and lawn maintenance vendors may park on District property while actively engaged in the operation of such businesses. Vehicles owned and operated by any governmental unit may also park on District Property while carrying out official duties.

Section 6. Towing/Removal Procedures.

Signage and Language Requirements. Notice of the Tow-Away Zones shall be approved by the District’s Board of Supervisors and shall be posted on District property in the manner set forth in Section 715.07, Florida Statutes. Such signage is to be placed in conspicuous locations, in accordance with Section 715.07, Florida Statutes.

Towing/Removal Authority. To effect towing/removal of a Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle, the District Manager or his/her designee must verify that the subject Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle was not authorized to park under this rule in the Overnight Parking Areas and then must contact a firm authorized by Florida law to tow/remove Commercial Vehicle, Vehicles, Vessels and Recreational Vehicles for the removal of such unauthorized vehicle at the owner’s expense. The Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle shall be towed/removed by the firm in accordance with Florida law, specifically the provisions set
DRAFT FOR DISCUSSION PURPOSES ONLY

forth in Section 715.07, Florida Statutes. Notwithstanding the foregoing, a towing service retained by the District may tow/remove any vehicle parked in a Tow-Away Zone.

Agreement  with  Authorized  Towing  Service. The  District’s  Board  of
Supervisors is hereby authorized to enter into and maintain an agreement with a firm authorized by Florida law to tow/remove unauthorized vehicles and in accordance with Florida law and with the rules set forth herein.

Section 7. Parking At Your Own Risk. Vehicles, Vessels or Recreational Vehicles may be parked on District property pursuant to this rule, provided however that the District assumes no liability for any theft, vandalism and/ or damage that might occur to personal property and/or to such vehicles.

Section  8. Amendments; Designation  of  Additional  Tow-Away  Zones  or
Designated Parking Areas. The Board in its sole discretion may amend these Rules Related to Overnight Parking and Parking Enforcement from time to time to designate new Tow-Away Zones or Designated Parking Areas as the District acquires additional common areas. Such designations of new Tow-Away Zones and Designated Parking Areas are subject to proper signage and shall be enforced consistent with this Rule. Further rulemaking procedures shall not be required to expand or contract such Tow-Away Zones or Designated Parking Areas so long as signage is consistent with Florida law.

EXHIBIT A – Designated Parking Areas (highlighted areas)

Effective date: 	

Section A
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT
Rules Relating to Parking and Parking Enforcement

In accordance with Chapter 190, Florida Statutes, and on November 1, 2022, at a duly noticed public meeting, the Board of Supervisors of the VillaMar Community Development District (“District”) adopted the following policy to govern parking and parking enforcement on certain District property (the “Policy”). This Policy repeals and supersedes all prior rules and/or policies governing the same subject matter.

SECTION 1. INTRODUCTION. The District finds that parked Commercial Vehicles, Vehicles, Vessels and Recreational Vehicles (hereinafter defined) on certain of its property (hereinafter defined) cause hazards and danger to the health, safety and welfare of District residents, paid users and the public. This Policy is intended to provide the District’s residents and paid users with a means to remove such Commercial Vehicles, Vehicles, Vessels and Recreational Vehicles from District designated Tow-Away Zones consistent with this Policy and as indicated on Exhibit A attached hereto.

Section 2. Definitions.

Commercial Vehicle. Any mobile item which normally uses wheels, whether motorized or not, that (i) is titled, registered or leased to a company and not an individual person, or (ii) is used for business purposes even if titled, registered or leased to an individual person.

Vehicle. Any mobile item which normally uses wheels, whether motorized or not.

Vessel. Every description of watercraft, barge, or airboat used or capable of being used as a means of transportation on water.

Recreational Vehicle. A vehicle designed for recreational use, which includes motor homes, campers and trailers relative to same.

Parked. A Vehicle, Vessel or Recreational Vehicle left unattended by its owner or user.

Tow-Away Zone. District property in which parking is prohibited and in which the District is authorized to initiate a towing and/or removal action.

Overnight. Between the hours of 10:00 p.m. and 6:00 a.m. daily.

SECTION 3. DESIGNATED PARKING AREAS. Parking is permitted in designated parking areas, as indicated by asphalt markings for parking spaces. On-street parking is only authorized on the odd- numbered side of the street (as indicated by address numbers). On-street parking is expressly prohibited on the even-numbered side of the street (as indicated by address numbers). Any Vehicle parked on District Property, including District roads, if any, must do so in compliance with all laws, ordinances, and codes.
SECTION 4. ESTABLISHMENT OF TOW-AWAY ZONES. The even-numbered side of the street (as indicated by address numbers) and those areas within the District’s boundaries depicted in Exhibit A, which is incorporated herein by reference, are hereby established as “Tow-Away Zones” for all Vehicles, including Commercial Vehicles, Vessels, Recreational Vehicles as set forth in Section 5 herein (“Tow- Away Zone”).

Section 5. Exceptions.

	ON-STREET PARKING EXCEPTIONS. Abandoned and/or broken down Vehicles are not permitted to be parked on-street at any time and are subject to towing at the Owner’s expense. Commercial Vehicles, Recreational Vehicles, and Vessels are not permitted to be parked on-street Overnight (between the hours of 10:00 PM to 6:00 AM daily) and shall be subject to towing at Owner’s expense.

Parking During Amenity Hours. Vehicles may park in the designated parking areas of amenity facilities during the open hours of operations of such amenity facilities, including any District-authorized special events occurring outside of regular hours of operation. Otherwise, no Overnight parking is permitted at the amenity facilities.

VENDORS/CONTRACTORS. The District Manager or his/her designee may authorize vendors/consultants in writing to park company vehicles in order to facilitate District business. All vehicles so authorized must be identified by a Parking Pass issued by the District.

Delivery Vehicles and Governmental Vehicles. Delivery vehicles, including but not limited to, U.S.P.S., U.P.S., Fed Ex, moving company vehicles, and lawn maintenance vendors may park on District property while actively engaged in the operation of such businesses. Vehicles owned and operated by any governmental unit may also park on District Property while carrying out official duties.

Section 6. Towing/Removal Procedures.

Signage and Language Requirements. Notice of the Tow-Away Zones shall be approved by the District’s Board of Supervisors and shall be posted on District property in the manner set forth in Section 715.07, Florida Statutes. Such signage is to be placed in conspicuous locations, in accordance with Section 715.07, Florida Statutes.

Towing/Removal Authority. To effect towing/removal of a Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle, the District Manager or his/her designee must verify that the subject Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle was not authorized to park under this rule in the Overnight Parking Areas and then must contact a firm authorized by Florida law to tow/remove Commercial Vehicle, Vehicles, Vessels and Recreational Vehicles for the removal of such unauthorized vehicle at the owner’s expense. The Commercial Vehicle, Vehicle, Vessel or Recreational Vehicle shall be towed/removed by the firm in accordance with Florida law, specifically the provisions set forth in Section 715.07, Florida Statutes. Notwithstanding the foregoing, a towing service retained by the District may tow/remove any vehicle parked in the Tow- Away Zone.

4
Agreement  with  Authorized  Towing  Service. The  District’s  Board  of
Supervisors is hereby authorized to enter into and maintain an agreement with a firm authorized by Florida law to tow/remove unauthorized vehicles and in accordance with Florida law and with the policies set forth herein.

Section 7. Parking At Your Own Risk. Vehicles, Vessels or Recreational Vehicles may be parked on District property pursuant to this rule, provided however that the District assumes no liability for any theft, vandalism and/ or damage that might occur to personal property and/or to such vehicles.

Section 8. Amendments; Designation of Additional Tow-Away Zones. The Board in
its sole discretion may amend these Rules Related to Parking and Parking Enforcement from time to time to designate new Tow-Away Zones as the District acquires additional common areas. Such designations of new Tow-Away Zones are subject to proper signage and notice prior to enforcement of these rules on such new Tow-Away Zones.

EXHIBIT A – Tow-Away Zones (highlighted areas)

Effective date: November 1, 2022

EXHIBIT A
	Tow Away Zones	
VILLAMAR CDD
Parking and Tow Zones

100	50	200
Scale: 1" = 1oo·
r	wPMTT LANM	·	r
NORTH 1/2, NW 1/4, NW 1/4	I	UNPLJ.TTED LANDS
I	=m	n	-

AND

UNPLATTED LANDS NORTH 1/2, NW 1/4, NE 1/4

I
--+
I
6	5	4	3	2

156	153	152	151

l
150	149	14B	147	145	144	143	142
:Tm
' 141	140	139	138	TRA( ,,- H	113
D
114
-
115
CRYSTAL LAKE/
LAKE CUNNINGHAM	I
WETLANDS  AREA  NOTE	I

SESEHEET 4	18
I	1 u	UTURE PHASE 2A ~ Si;JOlfN :»ASHED AND IN 'c&1y 'roNES
--1
136
17	159
I gti:
UN LltTTED LANDS SOUTH 1/2, NE 1/4, NW t/4
135
ET	5
118
I SEE	 SHEET   B 	I
UNPLATTED LANDS SOUTH 1/2, NW 1/4, NW 1/4
16	160	..
15
161

SEE

CORSO DRIVE
182

SHEET 51

134

133

110 >

119

120	121	122

124

125	I
I

UNPLATTED LAND NE 1/4, NE 1/4
14	111111111

108 l

L	"
...	TRACTC
VITTORIO DRIVE	j

162

1
.L,J_cLJ,ro_e
LJ'"_lL·
132	I
.
...

VITTORIO DRIVE

12f
I

127
----"_/ --
II

"TRACT G
i31

130

107

106

105

104

103

102

101
I
I
100	99	98	I

128	129

TRACT E
7	8	9
10	11
12	13
I	FUTURE PHASE  I ~ SHOWN .DAS ED  ND IN GRAY 'TONES	I

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F	- ---------------------
----------
-----------L----7------------------------------·	· -
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-i CUNNINGHAMROA
CUNNINGHAM ROAD	I	CUNNINOHAM ROAD	----------cUNNINC-HAMRC>Ao	 _., 	r		cUNNiNGHAMROAo	1--------
1	I	--------- ---
t---::;TI'IA CT=·•-------< -...---.........,-.==.,C--T,---g-e--:--:--'-:.=:=:::;::=:=;:::=;:;==::=.=-::,=-=-=r=-:;T=-=7i•-=7=,=-:r:=-=;h=-=-:;,=-=TT-R,A-'C-T'7}E:C:.:;.=:=.=.=.=.;::===-::-;r::-:=-=,:-;=T=-,=-==7;-=-=r-,-T-j-..-- ,=TI'IA CTQIJF rr	/	TRACT C	I	TRACT C	..	\ \ \
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r e	''
\
19	'\
TRACTD

64	65	•06	67	68	69
70	71	72
73	74	75
n	n	w	\
E.
63	..
62
EIJr i	e p 1• ictn
YI."'1URI STREET
r

,,.

i

120	m

X	':

..

YUMURISTAEET

110	99
I ,	,	I	• 1
,,.

21

22
-,
98	89

42	L

41

40

•
CORSO LOOP   I
•
I
I
61	125

124
45	44	Ir
23	79

78	77	76	75

74	73	72

71	70
_1	_J -------;	,., tl t 7	I
"I	68	67	66	65	64	63	62	gj	;!::	:
t------t	§
I	z	5	--..:,:	1
119
112
109
100
97	90
24	39	S.
E  SHEET 7
I	:<:(; ■	,
""' .,,.	''
60	126
123	46	43
.I	W	c.., ..._  16
I	118

113

108

101

96	91	38
II	I SEE	SHEET  81  6

---- "'-"-'	!'
59

UNPLATTED LANDS
SW 1/4, NW 1/4	58
127
128
122

1SEE SH
121
47	42
ET 6	48	41
::;
<(
N

117

114

107
25
102 SEE 'SHEET 7 95	92
26
0	'---==::;----===r==--ii-=-.;-----,	"	'
_J	80	81	82	83	84	85	86	87	88	89	9<:1	91	92	93	94	95	96	97	I
37	o	I	7	o.. 15	\
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_L	j	L	JL	J_   J---it----1--  L_ 	J 	L	J_   J_-----l,_	8
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,	,
L.	49	40
116
115
106
103
94	93	36
27
I
EMANUELLE DRIVEI	,/	',
57	>
J	105
104
...	,  /
/
/
35	/
56	50	39
7...	l""'_"l"'.;1_,...._.,....-	--- ----	/ /

TRACTK	55

54	53	52
i------- ---

51	TRACTJ

38	37
'
I
I
36	35	34

TRACTH

33	32

31	30	29

34
TRACTQ	33
TRACT B
TRACT B
I
I
.I	32
	!		TRACT"A"
I
l	I	I	LOT I	•  ------------------------
I	LOT  15	I
I	SUNDANCE  RANCH E:S,'TATES
LOT  14	i	I
PHASE  TWO	I
LOT	13
1	SUNDANCH  RANCH  ESTATES	J
PLAT BOOK 77, PAGE 28
L	I
---------------- ---	I
SUNDANCE RANCH ESTATES
31	TRACT B
r----------------------------1--------
I	---- ------------------------ -- r-::>'=-_.c_,,_,,/,,_
-	SEE	SHEET  7
Tow Zones
30	29
28
SUNDANCE RANCH ESTATES PLAT BOOK 77, PAGE 28

r r,IJ,. nnnn7Q -to

SECTION 8
**FOR BOARD DISCUSSION PURPOSES ONLY**
Proposal #316

Bill To/District: Villamar CDD	Prepared By:
Governmental Management Services, LLC 219 E. Livingston Street
Orlando, FL 32801	
Job name and Description		
Villamar CDD – Custom Parking Plan Signs for Phases 1 through 5
Proposal is for delivery and installation of Qty_ 94 Parking Allowed arrow signs).
Includes x12 new Tow Policy Signs.
Includes 100 new posts.
Move x6 existing sign posts to be used with new policy signs.
(Reference Exhibit A: Orange & Brown)		

Qty	Description	Unit Price	Line Total	
	Labor		$5,985.00	
	Mobilization		$520.00	
	Equipment		$600.00	
	Materials		$10,835.40	
Total Due:	$17,940.40			

Total Due:
(IF option included)
Proposal #316

Exhibit: A

GOVERNMENTAL MANAGEMENT SERVICES 2023 | Work Authorization

Section C
**FOR BOARD DISCUSSION PURPOSES ONLY**
Proposal #317

Bill To/District: Villamar CDD	Prepared By:
Governmental Management Services, LLC 219 E. Livingston Street
Orlando, FL 32801	
Job name and Description		
Villamar CDD – Tow Policy Signs for phase 3-5
Proposal is for delivery and installation of Qty 6 new Tow policy signs and posts.
Includes relocation of x1 sign.
(Reference Exhibit A: Brown)		

Qty	Description	Unit Price	Line Total	
	Labor		$475.00	
	Mobilization		$65.00	
	Equipment		$75.00	
	Materials		$1,202.15	
Total Due:	$1,817.15			

Total Due:
(IF option included)
Proposal #317

Exhibit: A

GOVERNMENTAL MANAGEMENT SERVICES 2023 | Work Authorization

Section IX
fffllilbonds
Municipal Bond Specialists

November 30, 2023

VillaMar Community Development District c/o Governmental Management Services 219 East Livingston Street
Orlando, Florida 32801 Attn: Ms. Jillian Burns

Re:	VillaMar CDD, Series 2024 Bonds Dear Ms. Burns:
We are writing to provide you, as the VillaMar Community Development District (the "Issuer"), with certain disclosmes relating to the captioned bond issue (the "Bonds"), as required by the Municipal Securities Rulemaking Board (MSRB) Rule G-17 Disclosure, as set forth in the amended and restated MSRB Notice 2019-20 (November 8, 2019)1 (the "Notice"). We ask that you provide this letter to the appropriate person at the Issuer.

The Issuer recognizes that FMSbonds, Inc. will serve as the underwriter (the "Underwriter") and not as a financial advisor or municipal advisor, in connection with the issuance of the bonds relating to this financing (herein, the 'Bonds"). As part of our services as Underwriter, FMSbonds, Inc. may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds. Any such advice, if given, will be provided by FMSbonds, Inc. as Underwriter and not as your financial advisor or municipal advisor in this transaction. The Issuer may choose to engage the services of a municipal advisor with a fiduciary obligation to represent the Issuer's interest in this transaction.

The specific parameters under which FMS will underwrite the Bonds will be set forth in a Bond Resolution adopted by the Board.

Pursuant to the Notice, we are required by the MSRB to advise you that:

MSRB Rule G-17 requires a broker to deal fairly at all times with both municipal issuers and investors.

1 Interpretive Notice Concerning the Application of MSRB Rule G-17 to underwriters and Underwriters of Municipal Securities (effective March 31, 2021 ).
	The Underwriter's primary role is to purchase the Bonds in an aim's-length commercial transaction with the Issuer. As such, the Underwriter has financial and other interests that differ from those of the Issuer.

Unlike a municipal advisor, the Underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests.

The Underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to use its best efforts to resell the Bonds with purchases at prices that are fair and reasonable.

The Bonds may be sold into a trust either at the time of issuance or subsequent to issuance. In such instance FMSbonds, Inc., not in its capacity of Underwriter, may participate in such trust ai-rangement by performing certain administrative roles. Any compensation paid to FMSbonds, Inc. would not be derived from the proceeds of the Bonds or from the revenues pledged thereunder.

The Underwriter will be compensated in accordance with the terms of a bond purchase contract by and between the Underwriter and Issuer. Payment or receipt of the Underwriter's compensation will be contingent on the closing of the transaction. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an Underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. The Issuer acknowledges no such recommendation has been made by the Underwriter.
Please note nothing in this letter is an expressed or an implied commitment by us to provide financing or to place or purchase the Bonds. Any such commitment shall only be set forth in a bond purchase contract or other appropriate form of agreement for the type of transaction undertaken by you.

Fwiher, our paiiicipation in any transaction (contemplated herein or otherwise) remains subject to, among other things, the execution of a bond purchase contract (or other appropriate form of agreement), further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.
FMSbonds, Inc. is acting independently in seeking to act as Underwriter in the transaction contemplated herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or paiiner of any other principal involved in the proposed financing. FMSbonds, Inc. assumes no responsibility, express or implied, for any actions or omissions of, or the performance of services by, the purchasers or any other brokers in connection with the transactions contemplated herein or otherwise.
If you or any other representative of the Issuer have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with your own financial, municipal, legal,

2
accounting, tax and other advisors, as applicable, to the extent deemed appropriate.

The MSRB requires that we seek the Issuer's acknowledgement that it has received this letter. We request that the person at the Issuer who has the authority to bind the Issuer (herein, "Authorized Issuer Representative") acknowledge this letter as soon as practicable and by nature of such acknowledgment that such person is not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately.
Depending on the structure of the transaction that the Issuer decides to pursue, or if additional actual or perceived material conflicts are identified, we may be required to send you additional disclosures. At that time, we also will seek your acknowledgement of receipt of any such additional disclosures.

We look forward to working with you in connection with the issuance of the Bonds, and we appreciate the opportunity to assist you in this transaction. Thank you.

FMSbonds, Inc.

VILLAMAR COMMUNITY DEVELOPMENT DISTRICT

By:		

3

Section X

This Data Sharing and Usage Agreement, hereinafter referred to as “Agreement,” establishes the terms and conditions
under which the 	VillaMar CDD	 hereinafter referred to as “agency,” can acquire and use Polk County Property Appraiser data that is exempt from Public Records disclosure as defined in FS 119.071.

In accordance with the terms and conditions of this Agreement, the agency agrees to protect confidential data in accordance with FS 282.3185 and FS 501.171 and adhere to the standards set forth within these statutes.

For the purposes of this Agreement, all data is provided. It is the responsibility of the agency to apply all statutory guidelines relative to confidentiality and personal identifying information.

The confidentiality of personal identifying information including: names, mailing address and OR Book and Pages pertaining to parcels owned by individuals that have received exempt / confidential status, hereinafter referred to as “confidential data,” will be protected as follows:
The agency will not release confidential data that may reveal identifying information of individuals exempted from Public Records disclosure.
The agency will not present the confidential data in the results of data analysis (including maps) in any manner that would reveal personal identifying information of individuals exempted from Public Records disclosure.
The agency shall comply with all state laws and regulations governing the confidentiality and exempt status of personal identifying and location information that is the subject of this Agreement.
The agency shall ensure any employee granted access to confidential data is subject to the terms and conditions of this Agreement.
The agency shall ensure any third party granted access to confidential data is subject to the terms and conditions of this Agreement. Acceptance of these terms must be provided in writing to the agency by the third party before personal identifying information is released.
The agency agrees to comply with all regulations for the security of confidential personal information as defined in FS 501.171.
The agency, when defined as “local government” by FS 282.3185, is required to adhere to all cybersecurity guidelines when in possession of data provided or obtained from the Polk County Property Appraiser.

The term of this Agreement shall commence on January 1, 2024, and shall run until December 31, 2024, the date of signature by the parties notwithstanding. This Agreement shall not automatically renew. A new agreement will be provided annually to ensure all responsible parties are aware of and maintain the terms and conditions of this Data Sharing and Usage Agreement.
In witness of their agreement to the terms above, the parties or their authorized agents hereby affix their signatures.

POLK COUNTY PROPERTY APPRAISER

Signature: 	 Print: Marsha M. Faux CFA, ASA	 Title: Polk County Property Appraiser  Date:  December 1, 2023	
Agency:		 Signature: 		 Print:	 		
Title:	 	 Date:		
Please email the signed agreement to pataxroll@polk-county.net.

Section XII

Section C

VillaMar CDD Field Management Report | GMS 2023

VillaMar CDD Field Management Report | GMS 2023

Landscape Review

Site has been well maintained overall. Hedges are being gently trimmed as they are allowed to grow into a taller privacy hedge as approved.
Some fill ins are being arranged with vendor. Drove through phase 6 with vendor. Vendor is working on scope expansion proposal.

VillaMar CDD Field Management Report | GMS 2023

Recent rains had minor impact on pond levels.
Overall area levels continue to be low. Algal blooms were treated by pond vendor.
A few ponds have persistent algal blooms. Vendor will focus on these to improve appearances. Vendor is reviewing phase 6 for scope expansion.
Supplemental trash pickup was arranged.

VillaMar CDD Field Management Report | GMS 2023

Site Items

Traffic signs continue to be monitored and incremental repairs are done as construction progresses further. Damaged aluminum fence on Rialto was repaired.

VillaMar CDD Field Management Report | GMS 2023

VillaMar CDD Field Management Report | GMS 2023

VillaMar CDD Field Management Report | GMS 2023

Section D

Section 1

Summary of Check Register

October 21, 2023 to November 24, 2023

Bank	Date	Check No.'s	Amount	

General Fund	
10/27/23	
597	
$	19,998.75	
	11/3/23	598 - 602	$	9,418.99	
	11/10/23	603 - 607	$	3,274.93	
	11/16/23	608 - 614	$	24,763.30	
			$	57,455.97	

Capital Projects Fund	
10/23/23	
168 - 171	
$	103,128.71	
	11/3/23	172 - 173	$	14,174.43	
	11/17/23	174 - 181	$	1,635,563.45	
			$	1,752,866.59	
		Total Amount	$	1,810,322.56	
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 11/28/23	PAGE	1
*** CHECK DATES 10/21/2023 - 11/24/2023 ***	VILLAMAR CDD - GENERAL FUND
BANK A VILLAMAR CDD
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
10/27/23 00024 10/19/23 4652057	202310 300-15500-10000	*	12,770.93
1% ADMIN FEE DEBT
10/19/23 4652058	202310 300-15500-10000	*	7,227.82
1% ADMIN FEE MAINT
POLK COUNTY PROPERTY APPRAISER	19,998.75 000597
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00034 10/30/23 10950	202310 330-53800-48500	*	450.00
JANITORIAL SVCS - OCT 23
10/30/23 10950	202310 330-53800-48500	*	300.00
TRASH COLLECT - OCT 23
10/30/23 10950	202310 330-53800-48500	*	100.00
TRASH MAIL COLLECT OCT 23
CSS CLEAN STAR SERVICES CENTRAL FL	850.00 000598
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00054 10/31/23 00059884 202310 310-51300-48000	*	1,036.62
NOT LNDOWNR MTG-ELECTIONS
GANNETT FLORIDA LOCALIQ	1,036.62 000599
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00009	9/30/23 225	202309 320-53800-47400	*	3,879.28
BARBWIRE/SKINNER/FENCES
GOVERNMENTAL MANAGEMENT SERVICES	3,879.28 000600
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00015 10/19/23 10549	202310 320-53800-47300	*	43.09
REPLACE SPRAY NOZZLES
PRINCE & SONS INC.	43.09 000601
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00045 10/22/23 20792	202310 330-53800-48100	*	880.00
POOL MAINTENANCE - OCT 23
11/01/23 21007	202311 330-53800-48100	*	2,730.00
POOL MAINTENANCE - NOV 23
RESORT POOL SERVICES DBA	3,610.00 000602
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/10/23 00010 11/02/23 BW110220 202311 310-51300-11000	*	200.00
SUPERVISOR FEES 11/02/23
BRIAN WALSH	200.00 000603
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/10/23 00047 11/02/23 EL110220 202311 310-51300-11000	*	200.00
SUPERVISOR FEES 11/02/23
ERIC LAVOIE	200.00 000604
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/10/23 00008 11/02/23 LS110220 202311 310-51300-11000	*	200.00
SUPERVISOR FEES 11/02/23
LAUREN SCHWENK	200.00 000605
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/10/23 00004 11/02/23 RH110220 202311 310-51300-11000	*	200.00
SUPERVISOR FEES 11/02/23
RENNIE HEATH	200.00 000606
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
VMCD VILLAMAR CDD	MBYINGTON
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 11/28/23	PAGE	2
*** CHECK DATES 10/21/2023 - 11/24/2023 ***	VILLAMAR CDD - GENERAL FUND
BANK A VILLAMAR CDD
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
11/10/23 00027 11/09/23 12012023 202311 300-15500-10000	*	1,078.86
PLAYGRND/FUR LEASE- DEC23
11/09/23 12012023 202311 300-15500-10000	*	1,396.07
POOL/FUR LEASE - DEC23
WHFS, LLC	2,474.93 000607
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
226	202311 310-51300-34000	*	3,541.67
MANAGEMENT FEES - NOV 23
226	202311 310-51300-35200	*	100.00
WEBSITE ADMIN - NOV 23
226	202311 310-51300-35100	*	150.00
INFORMATION TECH - NOV 23
226	202311 310-51300-31300	*	750.00
DISSEMINATION - NOV 23
226	202311 330-57200-12000	*	625.00
AMENITY ACCESS - NOV 23
226	202311 310-51300-51000	*	3.88
OFFICE SUPPLIES
11/01/23 226	202311 310-51300-42000	*	84.72
POSTAGE
11/01/23 226	202311 310-51300-42500	*	3.00
COPIES
11/01/23 227	202311 320-53800-12000	*	1,378.17
FIELD MANAGEMENT - NOV 23
GOVERNMENTAL MANAGEMENT SERVICES	6,636.44 000608
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/16/23 00039 10/17/23 7819	202309 310-51300-31500	*	979.96
GENERAL COUNSEL - SEP 23
KILINSKI / VAN WYK, PLLC	979.96 000609
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/16/23 00043	3/14/22 47626302 202309 330-57200-48100	*	40.00
PEST CONTROL - MAR 22
11/08/23 55825532 202311 330-57200-48100	*	50.00
PEST CONTROL - NOV 23
MASSEY SERVICES INC.	90.00 000610
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/16/23 00055 11/14/23 111423	202311 310-51300-49000	*	60.00
RSDNT TOWING REIMBURSEMNT
MICHAEL MADDOX	60.00 000611
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/16/23 00015 10/01/23 10329	202310 320-53800-46200	*	7,075.00
LANDSCAPE MAINT - OCT 23
PRINCE & SONS INC.	7,075.00 000612
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/16/23 00015 11/01/23 10709	202311 320-53800-46200	*	7,075.00
LANDSCAPE MAINT - NOV 23
PRINCE & SONS INC.	7,075.00 000613
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
VMCD VILLAMAR CDD	MBYINGTON
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 11/28/23	PAGE	3
*** CHECK DATES 10/21/2023 - 11/24/2023 ***	VILLAMAR CDD - GENERAL FUND
BANK A VILLAMAR CDD
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
11/16/23 00049 10/31/23 11493550 202310 320-53800-34500	*	2,846.90
SECURITY MONITORING OCT23
SECURITAS SECURITY SERVICES USA,INC	2,846.90 000614
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TOTAL FOR BANK A	57,455.97
TOTAL FOR REGISTER	57,455.97

VMCD VILLAMAR CDD	MBYINGTON
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 11/28/23	PAGE	1
*** CHECK DATES 10/21/2023 - 11/24/2023 ***	VILLAMAR CDD - SER19 CAPITAL
BANK B VILLAMAR CDD
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
10/23/23 00028	8/31/23 021804	202309 600-53800-60000	*	1,052.50
SER19 PH1&2 FR#21
ABSOLUTE ENGINEERING INC	1,052.50 000168
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/23/23 00034	8/31/23 37417958 202309 600-53800-60000	*	800.00
SER19 PH1&2 FR#21
OLDCASTLE INFRASTRUCTURE	800.00 000169
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/23/23 00004	8/25/23 78087	202309 600-53800-60000	*	100,826.21
SER19 PH1&2 FR#21
TUCKER PAVING INC	100,826.21 000170
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
10/23/23 00012	8/18/23 1763	202309 600-53800-60000	*	450.00
SER19 PH1&2 FR#20
WOOD & ASSOCIATES ENGINEERING	450.00 000171
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00028	9/30/23 021845	202309 600-53800-60000	*	13,780.43
031 FR#22
ABSOLUTE ENGINEERING INC	13,780.43 000172
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/03/23 00035	9/25/23 7498	202310 600-20700-10100	*	394.00
034 FR#20
KILINSKI/VAN WYK, PLLC	394.00 000173
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00039 10/24/23 PO#15A	202311 600-20700-10100	*	47,736.06
035 FR#11A
10/24/23 PO#15A	202311 600-20700-10100	*	40,597.14
035 FR#11A
AJAX PAVING INDUSTRIES OF FLORIDA	88,333.20 000174
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00008	9/28/23 PO#14A	202311 600-20700-10100	*	54,411.47
035 FR#9A
10/25/23 PO#14A	202311 600-20700-10100	*	16,612.42
035 FR#11A
CORE & MAIN LP	71,023.89 000175
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00036	3/15/23 49959A	202311 600-20700-10100	*	2,561.60
035 FR#10A
IMPERIAL TESTING & ENGINEERING, INC	2,561.60 000176
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00035	9/25/23 7500A	202311 600-20700-10100	*	136.29
035 FR#8A
KILINSKI/VAN WYK, PLLC	136.29 000177
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00034 10/25/23 PO#07A	202311 600-20700-10100	*	103,541.37
035 FR#11A
VMCD VILLAMAR CDD	MBYINGTON
AP300R	YEAR-TO-DATE ACCOUNTS PAYABLE PREPAID/COMPUTER CHECK REGISTER	RUN 11/28/23	PAGE	2
*** CHECK DATES 10/21/2023 - 11/24/2023 ***	VILLAMAR CDD - SER19 CAPITAL
BANK B VILLAMAR CDD
CHECK	VEND#	.....INVOICE..... ...EXPENSED TO...		VENDOR NAME	STATUS	AMOUNT	....CHECK..... DATE			DATE	INVOICE	YRMO	DPT ACCT# SUB	SUBCLASS				AMOUNT	#
10/30/23 PO#13A	202311 600-20700-10100	*	45,233.53
035 FR#11A
OLDCASTLE INFRASTRUCTURE	148,774.90 000178
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00038	9/14/23 20231939 202311 600-20700-10100	*	326,856.52
035 FR#6A
TAMPA ELECTRIC COMPANY	326,856.52 000179
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00004	9/25/23 78135A	202311 600-20700-10100	*	969,447.41
035 FR#6A
TUCKER PAVING INC	969,447.41 000180
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11/17/23 00037	9/26/23 PO#11A	202311 600-20700-10100	*	28,429.64
035 FR#7A
XYLEM WATER SOLUTIONS U.S.A., INC.	28,429.64 000181
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TOTAL FOR BANK B	1,752,866.59
TOTAL FOR REGISTER	1,752,866.59

VMCD VILLAMAR CDD	MBYINGTON

Section 2

VillaMar
Community Development District

Unaudited Financial Reporting
October 31, 2023

Table of Contents

1

2-3

4

5

6

7

8

9

10

11-12

13
	Balance Sheet

	General Fund

	Capital Reserve Fund

	Debt Service Fund Series 2019

	Debt Service Fund Series 2020

	Debt Service Fund Series 2022A3

	Debt Service Fund Series 2022A4

	Debt Service Fund Series 2023A5

	Combined Capital Project Funds

	Month to Month

	Long Term Debt Report

14		Assessment Receipt Schedule
VillaMar
Community Development District Combined Balance Sheet
October 31, 2023

	General Fund	Debt Service Fund	Capital Projects Fund	Totals Governmental Funds	
Assets:					
Cash:					
Operating Account	$	93,730	$	-	$	-	$	93,730	
Capital Projects Account	$	-	$	-	$	14,906	$	14,906	
Investments:					

Series 2019
Reserve	
$	
-	$	205,219	
$	
-	$	205,219					
Revenue	$	-	$	165,162	$	-	$	165,162					
Prepayment Series 2020
Reserve	$

$	-	$	1,583

-	$	184,450	$

$	-	$	1,583

-	$	184,450					
Revenue Series 2022 A3
Reserve	$

$	-	$	141,868

-	$	80,350	$

$	-	$	141,868

-	$	80,350					
Revenue	$	-	$	125,942	$	-	$	125,942					
Prepayment	$	-	$	212,567	$	-	$	212,567					
Construction Series 2022 A4	$	-	$	-	$	8	$	8	
Reserve	$	-	$	124,015	$	-	$	124,015					
Revenue	$	-	$	99,359	$	-	$	99,359					
Series 2023 A5 Reserve	
$	-	$	553,728	
$	-	$	553,728							
Revenue	$	-	$	10,425	$	-	$	10,425							
Interest	$	-	$	168,198	$	-	$	168,198							
Cost of Issuance	$	-	$	-	$	105	$	105							
Assessments Receivable	$	1,318	$	2,352	$	-	$	3,669							
Due from Developer	$	-	$	-	$	1,578,354	$	1,578,354	
Prepaid Expenses	$	22,474	$	-	$	-	$	22,474	
Total Assets	$	117,521	$	2,075,219	$	1,593,372	$	3,786,112					
Liabilities:
Accounts Payable	

$	17,631	

$	

-	$	14,174	

$	31,805					
Contracts Payable	$	-	$	-	$	1,578,354	$	1,578,354					
Total Liabilites	$	17,631	$	-	$	1,592,528	$	1,610,159					
Fund Balance:
Nonspendable:									
Prepaid Items	$	22,474	$	-	$	-	$	22,474							
Restricted for:
Debt Service - Series 2019	
$	
-	$	372,967	$	-	$	372,967							
Debt Service - Series 2020	$	-	$	327,234	$	-	$	327,234							
Debt Service - Series 2022 A3	$	-	$	419,292	$	-	$	419,292							
Debt Service - Series 2022 A4	$	-	$	223,374	$	-	$	223,374							
Debt Service - Series 2023 A5	$	-	$	732,352	$	-	$	732,352							
Capital Projects - Series 2019	$	-	$	-	$	731	$	731							
Capital Projects - Series 2020	$	-	$	-	$	-	$	-							
Capital Projects - Series 2022 A3	$	-	$	-	$	8	$	8				
Capital Projects - Series 2022 A4	$	-	$	-	$	-	$	-				
Capital Projects - Series 2023 A5	$	-	$	-	$	105	$	105				
Unassigned	$	77,417	$	-	$	-	$	77,417						
Total Fund Balances	$	99,891	$	2,075,219	$	844	$	2,175,953					
									
Total Liabilities & Fund Balance	$	117,521	$	2,075,219	$	1,593,372	$	3,786,112					
VillaMar
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 10/31/23	Thru 10/31/23	Variance	

Revenues:

Assessments - Tax Roll	$	672,192	$	-	$	-	$	-

Assessments - Direct Bill	$	143,837	$	71,919	$	71,919	$	-	
Total Revenues	$	816,029	$	71,919	$	71,919	$	-	

Expenditures:					
General & Administrative:					
Supervisor Fees	$	12,000	$	1,000	$	-	$	1,000	
Engineering	$	7,500	$	625	$	-	$	625	
Attorney	$	30,000	$	2,500	$	918	$	1,582	
Annual Audit	$	5,000	$	-	$	-	$	-	
Assessment Administration	$	7,500	$	7,500	$	7,500	$	-	
Arbitrage	$	2,250	$	-	$	-	$	-	
Dissemination	$	9,000	$	750	$	1,250	$	(500)	
Trustee Fees	$	19,880	$	-	$	-	$	-	
Management Fees	$	42,500	$	3,542	$	3,542	$	(0)	
Information Technology	$	1,800	$	150	$	150	$	-	
Website Maintenance	$	1,200	$	100	$	100	$	-	
Postage & Delivery	$	1,500	$	125	$	88	$	37	
Insurance	$	6,886	$	6,886	$	5,988	$	898	
Printing & Binding	$	1,000	$	83	$	-	$	83	
Legal Advertising	$	10,000	$	833	$	1,037	$	(203)	
Other Current Charges	$	1,500	$	125	$	39	$	86	
Office Supplies	$	500	$	42	$	4	$	38	
Dues, Licenses & Subscriptions	$	175	$	175	$	175	$	-	
Total General & Administrative	$	160,191	$	24,436	$	20,789	$	3,647	
VillaMar
Community Development District General Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 10/31/23	Thru 10/31/23	Variance	

Operations & Maintenance					
Field Expenditures
Property Insurance	
$	15,000	
$	15,000	
$	10,856	
$	4,144	
Field Management	$	16,538	$	1,378	$	1,378	$	(0)	
Landscape Maintenance	$	130,000	$	10,833	$	7,075	$	3,758	
Landscape Replacement	$	22,500	$	1,875	$	-	$	1,875	
Pond Maintenance	$	17,000	$	1,417	$	856	$	561	
Streetlights	$	166,320	$	13,860	$	11,355	$	2,505	
Electric	$	3,000	$	250	$	-	$	250	
Water & Sewer	$	30,000	$	2,500	$	1,574	$	926	
Sidewalk & Asphalt Maintenance	$	2,500	$	208	$	-	$	208	
Irrigation Repairs	$	10,000	$	833	$	43	$	790	
General Repairs & Maintenance	$	20,000	$	1,667	$	-	$	1,667	
Contingency	$	7,500	$	7,500	$	22,115	$	(14,615)	
Subtotal Field Expenditures	$	440,358	$	57,321	$	55,252	$	2,069	

Amenity Expenditures
Amenity - Electric	

$	18,000	

$	1,500	

$	1,242	

$	258	
Amenity - Water	$	20,000	$	1,667	$	880	$	787	
Playground & Furniture Lease	$	35,000	$	2,917	$	2,475	$	442	
Internet	$	3,000	$	250	$	176	$	74	
Pest Control	$	630	$	53	$	50	$	3	
Janitorial Services	$	10,700	$	892	$	850	$	42	
Security Services	$	33,800	$	2,817	$	2,847	$	(30)	
Pool Maintenance	$	30,000	$	2,500	$	2,730	$	(230)	
Amenity Access Management	$	7,500	$	625	$	625	$	-	
Amenity Repairs & Maintenance	$	10,000	$	833	$	-	$	833	
Contingency	$	7,500	$	625	$	-	$	625	
Subtotal Amenity Expenditures	$	176,130	$	14,678	$	11,875	$	2,802	
					
Total Operations & Maintenance	$	616,488	$	71,999	$	67,127	$	4,872	

Other Financing Uses:					
Capital Reserve Transfer	$	39,350	$	-	$	-	$	-	
Total Other Financing Uses	$	39,350	$	-	$	-	$	-	
					
Total Expenditures & Other Financing Uses	$	816,029	$	96,435	$	87,917	$	8,518	
					
Net Change in Fund Balance	$	-		$	(15,998)		
					
Fund Balance - Beginning	$	-		$	115,889		
					
Fund Balance - Ending	$	-		$	99,891		
VillaMar
Community Development District Capital Reserve Fund
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

	Adopted		Prorated Budget		Actual				
	Budget		Thru 10/31/23		Thru 10/31/23		Variance		

Revenues:

Transfer In	

$	39,350	

$		

-	$		

-	$		

-	
Total Revenues	$	39,350	$		-  $		-  $		-	

Expenditures:									
Contingency	$	600	$		-	$		-	$		-	
Total Expenditures	$	600	$		-  $		-  $		-	
									
Net Change in Fund Balance	$	38,750			$		-			
									
Fund Balance - Beginning	$	-			$		-			
									
Fund Balance - Ending	$	38,750			$		-			
VillaMar
Community Development District Debt Service Fund Series 2019 A1
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 10/31/23	Thru 10/31/23	Variance	

Revenues:					
Assessments - Tax Roll	$	403,763	$	-	$	-	$	-	
Interest	$	-	$	-	$	1,505	$	1,505	
Total Revenues	$	403,763	$	-	$	1,505	$	1,505	

Expenditures:					
Interest - 11/1	$	142,588	$	-	$	-	$	-	
Principal - 5/1	$	120,000	$	-	$	-	$	-	
Interest - 5/1	$	142,588	$	-	$	-	$	-	
Total Expenditures	$	405,175	$	-	$	-	$	-	
					
Excess (Deficiency) of Revenues over Expenditures	$	(1,413)		$	1,505		
					
Fund Balance - Beginning	$	164,293		$	371,462		
					
Fund Balance - Ending	$	162,881		$	372,967		
VillaMar
Community Development District Debt Service Fund Series 2020 A2
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 10/31/23	Thru 10/31/23	Variance	

Revenues:					
Assessments - Tax Roll	$	369,050	$	-	$	-	$	-	
Interest	$	-	$	-	$	1,320	$	1,320	
Total Revenues	$	369,050	$	-	$	1,320	$	1,320	

Expenditures:					
Interest - 11/1	$	117,588	$	-	$	-	$	-	
Principal - 5/1	$	135,000	$	-	$	-	$	-	
Interest - 5/1	$	117,588	$	-	$	-	$	-	
Total Expenditures	$	370,175	$	-	$	-	$	-	
					
Excess (Deficiency) of Revenues over Expenditures	$	(1,125)		$	1,320		
					
Fund Balance - Beginning	$	138,818		$	325,914		
					
Fund Balance - Ending	$	137,693		$	327,234		
VillaMar
Community Development District Debt Service Fund Series 2022 A3
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

Adopted	Prorated Budget	Actual		
Budget	Thru 10/31/23	Thru 10/31/23	Variance	

Revenues:					
Assessments - Tax Roll	$	165,060	$	-	$	-	$	-	
Assessments - Prepayments	$	-	$	-	$	29,279	$	29,279	
Interest	$	-	$	-	$	1,576	$	1,576	
Total Revenues	$	165,060	$	-	$	30,856	$	30,856	

Expenditures:					
Interest - 11/1	$	53,878	$	-	$	-	$	-	
Principal - 11/1	$	60,000	$	-	$	-	$	-	
Interest - 5/1	$	52,941	$	-	$	-	$	-	
Total Expenditures	$	166,819	$	-	$	-	$	-	
					
Excess (Deficiency) of Revenues over Expenditures	$	(1,759)		$	30,856		
					
Fund Balance - Beginning	$	140,143		$	388,436		
					
Fund Balance - Ending	$	138,384		$	419,292		
VillaMar
Community Development District Debt Service Fund Series 2022 A4
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

	Adopted		Prorated Budget	Actual				
	Budget		Thru 10/31/23	Thru 10/31/23		Variance		

Revenues:								
Assessments - Tax Roll	$	249,825	$		-	$	-	$		-	
Interest	$	-	$		-	$	904	$		904	
Total Revenues	$	249,825	$		-  $	904	$		904	

Expenditures:								
Interest - 11/1	$	83,325	$		-	$	-	$		-	
Principal - 5/1	$	80,000	$		-	$	-	$		-	
Interest - 5/1	$	83,325	$		-	$	-	$		-	
Total Expenditures	$	246,650	$		-  $	-	$		-	
								
Excess (Deficiency) of Revenues over Expenditures	$	3,175			$	904				
								
Fund Balance - Beginning	$	94,983			$	222,470				
								
Fund Balance - Ending	$	98,158			$	223,374				
VillaMar
Community Development District Debt Service Fund Series 2023 A5
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

	Adopted		Prorated Budget	Actual		
	Budget		Thru 10/31/23	Thru 10/31/23	Variance	

Revenues:						
Assessments - Direct Interest	$	553,728
$	-	$
$		-	$	-
-	$	2,963	$	-
$	2,963	
Total Revenues	$	553,728	$		-  $	2,963	$	2,963	

Expenditures:						
Interest - 11/1	$	168,198	$		-	$	-	$	-	
Principal - 5/1	$	110,000	$		-	$	-	$	-	
Interest - 5/1	$	222,616	$		-	$	-	$	-	
Total Expenditures	$	500,814	$		-  $	-	$	-	
						
Excess (Deficiency) of Revenues over Expenditures	$	52,914			$	2,963		
						
Fund Balance - Beginning	$	170,598			$	729,389		
						
Fund Balance - Ending	$	223,513			$	732,352		
VillaMar
Community Development District Combined Capital Project Funds
Statement of Revenues, Expenditures, and Changes in Fund Balance
For The Period Ending October 31, 2023

	Series	Series		Series			Series	Series			
		2019 A1	2020 A2		2022 A3			2022 A4	2023 A5	Total	
Revenues

Interest	

$	

-	$		

-	$		

0	

$		

-	$	3,056	

$	3,056	
Total Revenues	$	-	$		-	$		0	$		-	$	3,056	$	3,056	

Expenditures:

Bank Fees	

$	

38	$		

-	$		

-	

$		

-	$	-	

$	38	
Total Expenditures	$	38	$		-	$		-	$		-	$	-	$	38	
											
Excess (Deficiency) of Revenues over Expenditures	$	(38)  $		-	$		0	$		-	$	3,056	$	3,018	
											
Fund Balance - Beginning	$	770	$		-	$		8	$		-	$	(2,951)	$	778	
											
Fund Balance - Ending	$	731	$		-	$		8	$		-	$	105	$	3,795	
VillaMar
Community Development District Month to Month

Oct	Nov	Dec	Jan	Feb	March	April	May	June	July	Aug	Sept	Total	

Revenues:

Assessments - Tax Roll	$	-	$	

-	$	

-	$	

-	$	

-	$	

-	$	

-	$	

-	$	

-	$	

-	$	

-	$		

-	$	-	
Assessments - Direct Bill	$	71,919  $	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$		-	$	71,919	
Total Revenues	$	71,919  $	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$		-	$	71,919	

Expenditures:

General & Administrative:

Supervisor Fees Engineering Attorney Annual Audit
Assessment Administration Arbitrage
Dissemination Trustee Fees Management Fees
Information Technology Website Maintenance Postage & Delivery Insurance
Printing & Binding Legal Advertising Other Current Charges Office Supplies
Dues, Licenses & Subscriptions

$	-  $
$	-  $
$	918  $
$	-  $
$	7,500  $
$	-  $
$	1,250  $
$	-  $
$	3,542  $
$	150  $
$	100  $
$	88  $
$	5,988  $
$	-  $
$	1,037  $
$	39  $
$	4  $
$	175  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-
-  $	-
-  $	918
-  $	-
-  $	7,500
-  $	-
-  $	1,250
-  $	-
-  $	3,542
-  $	150
-  $	100
-  $	88
-  $	5,988
-  $	-
-  $	1,037
-  $	39
-  $	4
-  $	175

VillaMar
Community Development District Month to Month

Operations & Maintenance

Field Expenditures Property Insurance Field Management Landscape Maintenance Landscape Replacement Pond Maintenance Streetlights
Electric
Water & Sewer
Sidewalk & Asphalt Maintenance Irrigation Repairs
General Repairs & Maintenance Contingency

$	10,856  $
$	1,378  $
$	7,075  $
$	-  $
$	856  $
$	11,355  $
$	-  $
$	1,574  $
$	-  $
$	43  $
$	-  $
$	22,115  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	10,856
-  $	1,378
-  $	7,075
-  $	-
-  $	856
-  $	11,355
-  $	-
-  $	1,574
-  $	-
-  $	43
-  $	-
-  $	22,115

Amenity Expenditures Amenity - Electric Amenity - Water
Playground & Furniture Lease Internet
Pest Control Janitorial Services Security Services Pool Maintenance
Amenity Access Management Amenity Repairs & Maintenance Contingency

$	1,242  $
$	880  $
$	2,475  $
$	176  $
$	50  $
$	850  $
$	2,847  $
$	2,730  $
$	625  $
$	-  $
$	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $
-  $	-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $
-  $	-  $

-  $	1,242
-  $	880
-  $	2,475
-  $	176
-  $	50
-  $	850
-  $	2,847
-  $	2,730
-  $	625
-  $	-
-  $	-

VillaMar
Community Development District Long Term Debt Report

SERIES 2019, SPECIAL ASSESSMENT REVENUE BONDS AREA 1		
INTEREST RATE:	3.750%, 4.000%, 4.625%, 4.875%		
MATURITY DATE:	5/1/2050		
RESERVE FUND DEFINITION	50% MAXIMUM ANNUAL DEBT SERVICE		
RESERVE FUND REQUIREMENT	$201,917		
RESERVE FUND BALANCE	$205,219		
BONDS OUTSTANDING - 06/25/19	$7,180,000		
LESS: SPECIAL CALL - 08/01/20	($290,000)		
LESS: SPECIAL CALL - 11/1/20	($280,000)		
LESS: SPECIAL CALL - 2/1/21	($45,000)		
LESS: PRINCIPAL PAYMENT - 5/1/21	($110,000)		
LESS: SPECIAL CALL - 5/1/21	($30,000)		
LESS: SPECIAL CALL - 8/1/21	($65,000)		
LESS: SPECIAL CALL - 11/1/21	($20,000)		
LESS: PRINCIPAL PAYMENT - 5/1/22	($110,000)		
LESS: SPECIAL CALL - 11/1/22	($20,000)		
LESS: PRINCIPAL PAYMENT - 5/1/23	($115,000)		
CURRENT BONDS OUTSTANDING	$6,095,000	

SERIES 2020, SPECIAL ASSESSMENT REVENUE BONDS AREA 2		
INTEREST RATE:	2.625%, 3.200%, 3.750%, 4.000%	
MATURITY DATE:	5/1/2051	
RESERVE FUND DEFINITION	50% MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$184,450	
RESERVE FUND BALANCE	$184,450	
BONDS OUTSTANDING - 11/24/20	$6,500,000	
LESS: PRINCIPAL PAYMENT - 5/1/22	($125,000)	
LESS: PRINCIPAL PAYMENT - 5/1/23	($130,000)	
CURRENT BONDS OUTSTANDING	$6,245,000	

SERIES 2022, SPECIAL ASSESSMENT REVENUE BONDS AREA 3		
INTEREST RATE:	3.125%, 3.500%, 4.000%		
MATURITY DATE:	11/1/2051		
RESERVE FUND DEFINITION	50% MAXIMUM ANNUAL DEBT SERVICE		
RESERVE FUND REQUIREMENT	$77,500		
RESERVE FUND BALANCE	$80,350		
BONDS OUTSTANDING - 03/18/22	$3,040,000		
LESS: PRINCIPAL PAYMENT - 11/1/22	($100,000)		
LESS: SPECIAL CALL - 5/1/23	($50,000)		
LESS: SPECIAL CALL - 8/1/23	($85,000)		
CURRENT BONDS OUTSTANDING	$2,805,000	

SERIES 2022, SPECIAL ASSESSMENT REVENUE BONDS AREA 4		
INTEREST RATE:	3.250%, 3.625%, 4.000%, 4.125%	
MATURITY DATE:	5/1/2052	
RESERVE FUND DEFINITION	50% MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$124,913	
RESERVE FUND BALANCE	$124,015	
BONDS OUTSTANDING - 03/18/22	$4,295,000	
LESS: PRINCIPAL PAYMENT - 5/1/23	($80,000)	
CURRENT BONDS OUTSTANDING	$4,215,000	

SERIES 2023, SPECIAL ASSESSMENT REVENUE BONDS AREA 5		
INTEREST RATE:	4.875%, 5.625%, 5.750%	
MATURITY DATE:	5/1/2053	
RESERVE FUND DEFINITION	MAXIMUM ANNUAL DEBT SERVICE	
RESERVE FUND REQUIREMENT	$553,728	
RESERVE FUND BALANCE	$553,728	
BONDS OUTSTANDING - 06/15/23	$7,940,000	
CURRENT BONDS OUTSTANDING	$7,940,000	
VillaMar
COMMUNITY DEVELOPMENT DISTRICT
Special Assessment Receipts Fiscal Year 2024

Gross Assessments  $  722,782.20	$  434,152.08	$ 396,827.85	$  177,483.35	$  268,630.00	$  1,999,875.48	
Net Assessments	$  672,187.45	$  403,761.43	$ 369,049.90	$  165,059.52	$  249,825.90	$  1,859,884.20	
ON ROLL ASSESSMENTS
36.14%	21.71%	19.84%	8.87%	13.43%	100.00%

Date	Distribution	
Gross Amount	
(Discount)/Penalty	
Commissions	
Interest	
Net Receipts	
O&M Portion	Series 2019 Debt Service	Series 2020 Debt Service	Series 2022 PH3 Debt Service	Series 2022 PH4 Debt Service	
Total	

$0.00	
$0.00	
$0.00	
$0.00	
$0.00	
$0.00	
$0.00						
$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00						
$0.00	$0.00	$0.00	$0.00	$0.00	$0.00	$0.00						
TOTAL	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	

DIRECT BILL ASSESSMENTS

2024-01
VMAR Dev LLC			
Net Assessments	
$697,565.77	
$143,837.28	
$553,728.49	
Date
Received	Due
Date	Check
Number	Net
Assessed	Amount
Received	General
Fund	Series 2023
Debt Service	
10/4/23	10/1/23	1407	$71,918.64	$71,918.64	$71,918.64	$0.00	
	2/1/24		$35,959.32	$0.00	$0.00	$0.00	
	4/1/24		$333,794.11	$0.00	$0.00	$0.00	
	5/1/24		$35,959.32	$0.00	$0.00	$0.00	
	10/1/24		$219,934.38	$0.00	$0.00	$0.00	
			$	697,565.77	$	71,918.64	$  71,918.64	$	-	

Audit Committee Meeting

Section III

Section A
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT REQUEST FOR PROPOSALS
District Auditing Services for Fiscal Year 2023
Polk County, Florida

Instructions to Proposers

SECTION 1. DUE DATE. Sealed proposals must be received no later than Monday, January 29, 2024 at 5:00 p.m., at the offices of Governmental Management Services – Central Florida, LLC, Attn: Jill Burns/Samantha Hoxie, District Manager, 219 East Livingston Street, Orlando, Florida 32801. Proposals will be publicly opened at that time.

Section 2. Familiarity with the Law. By submitting a proposal, the Proposer is assumed to be familiar with all federal, state, and local laws, ordinances, rules and regulations that in any manner affect the work. Ignorance on the part of the Proposer will in no way relieve it from responsibility to perform the work covered by the proposal in compliance with all such laws, ordinances and regulations.

Section 3. Qualifications of Proposer. The contract, if awarded, will only be awarded to a responsible Proposer who is qualified by experience and licensing to do the work specified herein. The Proposer shall submit with its proposal satisfactory evidence of experience in similar work and show that it is fully prepared to complete the work to the satisfaction of the District.

Section 4. Submission of Only One Proposal. Proposers shall be disqualified, and their proposals rejected if the District has reason to believe that collusion may exist among the Proposers, the Proposer has defaulted on any previous contract or is in arrears on any previous or existing contract, or for failure to demonstrate proper licensure and business organization.

SECTION 5. SUBMISSION OF PROPOSAL. Submit one (1) original hard copy and one (1) electronic copy of the Proposal Documents, and other requested attachments, at the time and place indicated herein, which shall be enclosed in an opaque sealed envelope, marked with the title “Auditing Services – VillaMar Community Development District” on the face of it.

Section 6. Modification and Withdrawal. Proposals may be modified or withdrawn by an appropriate document duly executed and delivered to the place where proposals are to be submitted at any time prior to the time and date the proposals are due. No proposal may be withdrawn after opening for a period of ninety (90) days.

Section 7. Proposal Documents. The proposal documents shall consist of the notice announcing the request for proposals, these instructions, the Evaluation Criteria Sheet and a proposal with all required documentation pursuant to Section 12 of these instructions (the “Proposal Documents”).

Section 8. Proposal. In making its proposal, each Proposer represents that it has read and understands the Proposal Documents and that the proposal is made in accordance therewith.
Section 9. Basis of Award/Right to Reject. The District reserves the right to reject any and all proposals, make modifications to the work, and waive any informalities or irregularities in proposals as it is deemed in the best interests of the District.

Section 10. Contract Award. Within fourteen (14) days of receipt of the Notice of Award from the District, the Proposer shall enter into and execute a Contract (engagement letter) with the District.

Section 11. Limitation of Liability. Nothing herein shall be construed as or constitute a waiver of District’s limited waiver of liability contained in Section 768.28, Florida Statutes, or any other statute or law.

Section 12. Miscellaneous. All proposals shall include the following information in addition to any other requirements of the proposal documents.

List position or title of all personnel to perform work on the District audit. Include résumés for each person listed; list years of experience in present position for each party listed and years of related experience.

Describe proposed staffing	levels, including résumés with applicable certifications.

Three references from projects of similar size and scope. The Proposer should include information relating to the work it conducted for each reference as well as a name, address and phone number of a contact person.

The cost of the provision of the services under the proposal for Fiscal Year 2023, plus the cost of four (4) annual renewals.
Provide a proposed schedule for performance of the audit.

Section 13. Protests. In accordance with the District’s Rules of Procedure, any protest regarding the Proposal Documents, must be filed in writing, at the offices of the District Manager, within seventy-two (72) calendar hours (excluding Saturday, Sunday, and state holidays) after the receipt of the Proposal Documents. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturday, Sunday, and state holidays) after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to the aforesaid Proposal Documents.

Section 14. Evaluation of Proposals. The criteria to be used in the evaluation of proposals are presented in the Evaluation Criteria Sheet, contained within the Proposal Documents.
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT AUDITOR SELECTION EVALUATION CRITERIA

Ability of Personnel.	(20 Points)

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

Proposer’s Experience.	(20 Points)

(E.g. past record and experience of the Proposer in similar projects; volume of work previously performed by the firm; past performance for other community development districts in other contracts; character, integrity, reputation of Proposer, etc.)

Understanding of Scope of Work.	(20 Points)

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

Ability to Furnish the Required Services.	(20 Points)

Extent to which the proposal demonstrates the adequacy of Proposer’s financial resources and stability as a business entity necessary to complete the services required.

Price.	(20 Points)

Points will be awarded based upon the lowest total proposal for rendering the services and the reasonableness of the proposal.

TOTAL	(100 Points)

Section B
VILLAMAR COMMUNITY DEVELOPMENT DISTRICT REQUEST FOR PROPOSALS FOR ANNUAL AUDIT SERVICES

The VillaMar Community Development District hereby requests proposals for annual financial auditing services. The proposal must provide for the auditing of the District’s financial records for the fiscal year ending September 30, 2023, with an option for four (4) additional annual renewals. The District is a local unit of special-purpose government created under Chapter 190, Florida Statutes, for the purpose of financing, constructing, and maintaining public infrastructure. The District is located in the City of Winter Haven, Polk County, Florida. The District currently has an operating budget of approximately $816,029. The final contract will require that, among other things, the audit for the fiscal year ending September 30, 2023, be completed no later than June 1, 2024.

Each auditing entity submitting a proposal must be authorized to do business in Florida; hold all applicable state and federal professional licenses in good standing, including but not limited to a license under Chapter 473, Florida Statutes, and be qualified to conduct audits in accordance with “Government Auditing Standards”, as adopted by the Florida Board of Accountancy. Audits shall be conducted in accordance with Florida law and particularly section 218.39, Florida Statutes, and the rules of the Florida Auditor General.

Proposal packages, which include evaluation criteria and instructions to proposers, are available from the District Manager at the address and telephone number listed below.

Proposers must provide one (1) original hard copy and one (1) electronic copy of their proposal to Governmental Management Services – Central Florida, LLC Attn: Jill Burns/Samantha Hoxie, District Manager/Staff, 219 East Livingston Street, Orlando, Florida 32801, in an envelope marked on the outside “Auditing Services – VillaMar Community Development District.”

Proposals must be received by 5:00 PM on Monday, January 29, 2024, at the office address listed above. Proposals received after this time will not be eligible for consideration. Please direct all questions regarding this Notice to the District Manager who can be reached at (407) 841-5524.

Jill Burns, District Manager
Governmental Management Services – Central Florida, LLC Run Date: Monday, January 15, 2024