Del Webb Bexley

Community Development District

Board of Supervisors’ Meeting
January 24, 2018

District Office:
5844 Old Pasco Road, Suite 100
Wesley Chapel, FL 33544
813-994-1001

Professionals in Community Management

DEL WEBB BEXLEY
COMMUNITY DEVELOPMENT DISTRICT AGENDA
JANUARY 24, 2018 at 2:00 p.m.

Rizzetta & Company, Inc., 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33544

District Board of Supervisors	Doug South		
	Aaron Baker		
	Michael Piendel		
	Rick Stevens		
	Jaclyn Normile		
District Manager	Matthew Huber	Rizzetta & Company, Inc.	
District Counsel	Alysa Willson	Hopping, Green & Sams, P.A.	
Interim Engineer	Jordan Schrader	Clearview Land Design, P.I.	

All Cellular phones and pagers must be turned off while in the meeting room.

The District Agenda is comprised of five different sections:

The meeting will begin promptly at 2:00 p.m. with the first section which is called Audience Comments. The Audience Comment portion of the agenda is where individuals may comment on matters that concern the District. Each individual is limited to three (3) minutes for such comment. The Board of Supervisors or Staff is not obligated to provide a response until sufficient time for research or action is warranted. IF THE COMMENT CONCERNS A MAINTENANCE RELATED ITEM, THE ITEM WILL NEED TO BE ADDRESSED BY THE DISTRICT MANAGER OUTSIDE THE CONTEXT OF THIS MEETING. The second section is called Business Administration. The Business Administration section contains items that require the review and approval of the District Board of Supervisors as a normal course of business. The third section is called Business Items. The business items section contains items for approval by the District Board of Supervisors that may require discussion, motion and votes on an item-by-item basis. The fourth section is called Staff Reports. This section allows the District Manager, Engineer, and Attorney to update the Board of Supervisors on any pending issues that are being researched for Board action. Occasionally, certain items for decision within this section are required by Florida Statute to be held as a Public Hearing. During the Public Hearing portion of the agenda item, each member of the public will be permitted to provide one comment on the issue, prior to the Board of Supervisors’ discussion, motion and vote. Agendas can be reviewed by contacting the Manager’s office at (813) 933-5571 at least seven days in advance of the scheduled meeting. Requests to place items on the agenda must be submitted in writing with an explanation to the District Manager at least fourteen (14) days prior to the date of the meeting. The final section is called Supervisor Requests. This is the section in which the Supervisors may request Staff to prepare certain items in an effort to meet residential needs.

Public workshops sessions may be advertised and held in an effort to provide informational services. These sessions allow staff or consultants to discuss a policy or business matter in a more informal manner and allow for lengthy presentations prior to scheduling the item for approval. Typically no motions or votes are made during these sessions.

Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting is asked to advise the District Office at (813) 994-1001, at least 48 hours before the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1 (800) 955-8770, who can aid you in contacting the District Office.

Any person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that this same person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which the appeal is to be based.

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE • 5844 OLD PACSCO ROAD • SUITE 100 • WESLEY CHAPEL, FL 33544

January 16, 2018
Board of Supervisors
Del Webb Bexley

Community Development District

AGENDA

Dear Board Members:

The regular meeting of the Board of Supervisors of the Del Webb Bexley Community Development District will be held on Wednesday, January 24, 2018 at 2:00 p.m. at the office of Rizzetta & Company 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544. The following is the agenda for this meeting.

LANDOWNERS’ MEETING

1.	Call to Order
2.	Appointment of Meeting Chairman

3.	Announcement of Candidates/Call for Nominations
4.	Election of Supervisors

5.	Adjournment

BOARD OF SUPERVISORS’ MEETING

1.	CALL TO ORDER/ROLL CALL

2.	AUDIENCE COMMENTS
3.	BUSINESS ADMINISTRATION
	A.Consideration of the Minutes of the Board of Supervisors’
Regular Meeting held on November 8, 2017 .......................................	Tab 1
B.	Consideration of Operation and Maintenance

Expenditures for December 2017. ........................................................	Tab 2
4.	BUSINESS ITEMS
A.	Consideration of Resolution 2018-29, Certifying Election Results .....	Tab 3
B.	Consideration of Resolutions 2018-30, Appointing Officers of

C.	Public Hearing on Rules and Procedure
	1.Consideration of Resolution 2018-26, Adopting Rules

D.	Public Hearing on Uniform Method of Collection
	1.Consideration of Resolution 2018-27, Adopting Uniform

E.	Public Hearing on Fiscal Year 2017/2018 Final Budget
1.	Consideration of Resolution 2018-28, Adopting Fiscal Year
2017/2018 Final Budget ..........................................................	Tab 7

Del Webb Bexley Community Development District
January 16, 2018
Page 2

F.	Consideration of Request for Qualifications for District Engineer ......
1.	Consideration of Draft of District Engineer Agreement .........

Tab 8 Tab 9

G.	Ratification of Resolution 2018-08 Amending Fiscal Year
	2017-2018 Meeting Schedule ...............................................................	Tab 10	
H.	Ratification of Professional Technology Services Contract .................	Tab 11	
I.	Ratification of Construction Easement.................................................	Tab 12	
5.	FINANCING ITEMS
A.	Consideration of Engineer’s Report [to be distributed under separate cover]
B.	Consideration of Special Assessment Methodology Report [to be distributed under separate cover]
C.	Consideration of Resolution 2018-32; Declaring Assessments and
	Setting Public Hearing .........................................................................	Tab 13	
D.	Consideration of Resolution 2018-33; Setting Assessment Hearing....	Tab 14	
E.	Consideration of Appointment of Trustee ............................................	Tab 15	
F.	Consideration of Resolution 2018-31; Authorizing Issuance of
Bonds/Filing Bond Validation Complaint ............................................	Tab 16
6.	STAFF REPORTS
A.	District Counsel
B.	District Engineer

C.	District Manager
7.	SUPERVISOR REQUESTS
8.	ADJOURNMENT

We look forward to seeing you at the meeting. In the meantime, if you have any questions, please do not hesitate to call us at (813) 994-1001.

Very truly yours,

Matthew Huber
Matthew Huber
Bexley Del Webb Community
Development District

Cc:

Alyssa Willson, Hopping, Green & Sams, P.A.
Doug South, Newland Communities

Tab 1

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT
	DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT	
	November 8, 2017 - Minutes of Meeting	
	Page 1	
1	MINUTES OF MEETING	
2		

3	Each person who decides to appeal any decision made by the Board with respect to any matter considered at
	4 the meeting is advised that the person may need to ensure that a verbatim record of the proceedings is made, 5 including the testimony and evidence upon which such appeal is to be based.

6

7

8

9	The organizational meeting of the Board of Supervisors of Del Webb Bexley Community 10 Development District was held on Wednesday, November 8, 2017 at 1:01 p.m. at the office of 11 Rizzetta & Company located at 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33544.

12	Present and constituting a quorum were:			
13				
14	Aaron Baker	Board Supervisor, Chairman		
15				
16	Mike Piendel	Board Supervisor, Vice Chairman		
17	Doug South	Board Supervisor, Assistant Secretary		
18	Rick Stevens	Board Supervisor, Assistant Secretary		
19	Jaclyn Normile	Board Supervisor, Assistant Secretary		
20				
21	Also present were:

22	Matthew Huber	Regional District Manager, Rizzetta & Co.		
23				
24	Gus Garcia	District Manager, Rizzetta & Co.		
25	Alyssa Wilson	District Counsel, Hopping Green & Sams, P.A.		
26	Jordan Schrader	District Engineer, Clearview Land Design, P.L.		
27	Chris Fisher	District Engineer, Clearview Land Design, P.L.		
28	Robbie Cox	Representative, MBS Capital Partners		
29	Brett Sealy	Representative, MBS Capital Partners		
30	Brittany Rogers	Representative, Newland (via. conf. call)		
31	Audience	None		
32	FIRST ORDER OF BUSINESS	Call to Order and Pledge of Allegiance		
33				
34				
35	The meeting was called to order and roll call performed confirming that a quorum was
36	present.

37
38	SECOND ORDER OF BUSINESS	Administer Oath of Office for Supervisors

39

40	Mr. Huber, a Notary Public in the State of Florida administered the Oath of Office to the
41	newly appointed supervisors.  Mr. Baker, Mr. Piendel, Mr. South, Mr. Stevens and Ms. Normile
42	swore to and affirmed the oath.

43

44

45

46

47

		DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT	
		November 8, 2017 - Minutes of Meeting	
		Page 2	
48	THIRD ORDER OF BUSINESS	Consideration of Compensation of New	
49		Board Members	
50			

51	Mr. Huber informed the Board that as a Board Supervisor they are entitled to compensation

52	for meeting attendance. He asked the new Supervisors if they would like to accept or waive
53	compensation. All Board Supervisors stated that they would like to waive compensation.

54	FOURTH ORDER OF BUSINESS	Consideration of Travel Reimbursement		
55				
56		Policy		
57				

58	Mr. Huber stated that the Board Supervisors were entitled to receive compensation for travel

59	miles.  He asked the new Supervisors if they would like to accept or waive compensation.  All
60	Board Supervisors stated that they would like to waive compensation.

61	FIFTH ORDER OF BUSINESS	Review of Chapter 190 Florida Statutes		
62				
63				
64	Mr. Huber presented the Chapter 190 Florida Statues to the Board.  Ms. Wilson briefly
65	reviewed Chapter 190 of the Florida Statues.

66	SIXTH ORDER OF BUSINESS	Guide to Sunshine Amendment and Code		
67				
68		of  Ethics	for  Public  Officers  and		
69		Employees			
70					
71	Mr. Huber presented the Sunshine Amendment and Code of Ethics for Public Officers and

72	Employees to the Board. Ms. Wilson briefly reviewed Sunshine Amendment and Code of Ethics
73	for Public Officers and Employees.

74	SEVENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-01,		
75				
76		Appointing Officers of the District		
77				

On a Motion by Mr. South, seconded by Mr. Stevens, with all in favor, the Board of Supervisors approved Resolution 2018-01, Appointing Officers of the District as follows: Mr. Aaron Baker as Chairman, Mr. Mike Piendel as Vice Chairman, Eric Dailey as Secretary, Doug South, Rick Stevens, Jaclyn Normile, Matthew Huber and Gus Garcia as Assistant Secretaries for Del Webb Bexley Community Development District.

78	EIGHTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-02,		
79				
80		Appointing District Manager		
81				

On a Motion by Mr. Piendel, seconded by Mr. South, with all in favor, the Board of Supervisors approved Resolution 2018-02 Appointing District Manager (Rizzetta & Company, Inc.) for Del Webb Bexley Community Development District.

82

83

84

85

		DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT	
		November 8, 2017 - Minutes of Meeting	
		Page 3	
86	NINTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-03,	
87		Appointing  Treasurer  and  Assistant	
88		Treasurer	
89			

On a Motion by Mr. Stevens, seconded by Ms. Normile, with all in favor, the Board of Supervisors approved Resolution 2018-03, Appointing Treasurer (Scott Brizendine) and Assistant Treasurer (Shawn Wildermuth) for Del Webb Bexley Community Development District.

90	TENTH ORDER OF BUSINESS	Consideration of Resolution 2018-04, Select		
91				
92		District Agent and Registered Office		
93				

On a Motion by Mr. Stevens, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-04, Select District Agent (William Rizzetta) and Registered Office (Rizzetta & Company, 3434 Colwell Avenue, Suite 200, Tampa, FL 33614) for Del Webb Bexley Community Development District.

94	ELEVENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-05,		
95				
96		Appointing District Counsel		
97				

On a Motion by Mr. South, seconded by Ms. Normile, with all in favor, the Board of Supervisors approved Resolution 2018-05, Appoint District Counsel (Hopping Green & Sams, PA) for Del Webb Bexley Community Development District.

98	TWELFTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-06,		
99				
100		Designate Location of District’s Record of		
101		Proceedings		
102				

On a Motion by Mr. South, seconded by Mr. Stevens, with all in favor, the Board of Supervisors approved Resolution 2018-06 Designate Location of District’s Record of Proceedings (Rizzetta

&	Company, 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

103	THIRTEENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-07,		
104				
105		Designating Records Retention Policy		
106				

On a Motion by Mr. Baker, seconded by Mr. Stevens, with all in favor, the Board of Supervisors approved Resolution 2018-07, Designating Records Retention Policy for Del Webb Bexley Community Development District.

107

108

109

110

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 4

111	FOURTEENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-08,	
112		Designating Regular Meeting Dates, Time	
113		and Location	
114			

On a Motion by Mr. Stevens, seconded by Ms. Normile, with all in favor, the Board of Supervisors approved Resolution 2018-08, Designating Regular Meeting Dates, Time and Location for the remainder of Fiscal Year 2017-2018 (December 27, 2017, January 24, February 28, March 28, April 25, May 23, June 27, July 25, August 22, and September 26, 2018 at 2:00 p.m. except February 28, April 25, May 23, and June 27, which will be held at 4:30 at the office of Rizzetta & Company, 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

115	FIFTEENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-09,		
116				
117		Public’s Opportunity to Be Heard		
118				

On a Motion by Mr. Stevens, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-09, Public’s Opportunity to be Heard for Del Webb Bexley Community Development District.

119	SIXTEENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-10,		
120				
121		Proposed Budget for FY 2017/2018 for		
122		Submission to County and Set Date, Time,		
123		and Place for Public Hearing		
124				

On a Motion by Mr. Piendel, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-10, Proposed Budget for FY 2017/2018 for Submission to County and Set Date, Time, and Place for Public Hearing (January 24, 2018 at 2:00 p.m. at the office of Rizzetta & Company, 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

125	SEVENTEENTH ORDER OF BUSINESS	Consideration  of  2017/2018  Developer		
126				
127		Funding Agreement		
128				

On a Motion by Mr. Stevens, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved the 2017/2018 Developer Funding Agreement for Del Webb Bexley Community Development District.

129	EIGHTEENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-11,		
130				
131		Setting Date, Time, and Place of Public		
132		Hearing  on  Rules  of  Procedure,  and		
133		Authorizing Appropriate Notice		
134				
135				
136				
137				

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 5

138

On a Motion by Mr. Stevens, seconded by Ms. Normile, with all in favor, the Board of Supervisors approved Resolution 2018-11, Setting Date, Time, and Place of Public Hearing on Rules of Procedure, and Authorizing Appropriate Notice (January 24, 2018 at 2:00 p.m. to be held at the office of Rizzetta and Company located at 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

139	NINETEENTH ORDER OF BUSINESS	Consideration of Resolution 2018-12, Set		
140				
141		Forth  Policy  Re:  Support  and  Legal		
142		Defense for Board Members and District		
143		Staff		
144				

On a Motion by Mr. Piendel, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-12, Set Forth Policy Re: Support and Legal Defense for Board Members and District Staff for Del Webb Bexley Community Development District.

145	TWENTIETH ORDER OF BUSINESS	Consideration  of  Resolution  2018-21,		
146				
147		Adopting Prompt Payment Policy		
148				

On a Motion by Mr. Baker, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-21, Adopting Prompt Payment Policy for Del Webb Bexley Community Development District.

149	TWENTY-FIRST ORDER OF BUSINESS	Consideration  of  Resolution  2018-22,		
150				
151		Setting Landowner Election		
152				

On a Motion by Mr. Stevens, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-22, Setting Landowner Election (January 24, 2018 at 2:00 p.m. to be held at the office of Rizzetta and Company located at 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

153	TWENTY-SECOND ORDER OF BUSINESS	Consideration  of  Resolution  2018-23,		
154				
155		Authorizing   Chairman   and   Vice-		
156		Chairman to Execute Plans, Permits and		
157		Deeds		
158				

On a Motion by Mr. Stevens, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-23, Authorizing Chairman and Vice-Chairman to Execute Plans, Permits and Deeds for Del Webb Bexley Community Development District.

159

160

161

162

163

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 6

164	TWENTY-THIRD ORDER OF BUSINESS	Consideration  of  Resolution  2018-13,	
165		Authorize  Recording  of  the  Notice  of	
166		Establishment	
167			

On a Motion by Mr. Baker, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-13, Authorize Recording of the Notice of Establishment for Del Webb Bexley Community Development District.

168	TWENTY-FOURTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-24,		
169				
170		Designating Primary Administrative Office		
171				

On a Motion by Mr. South, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-24, Designating Primary Administrative Office for Del Webb Bexley Community Development District.

172	TWENTY-FIFTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-25,		
173				
174		Adopting	Alternative	Investment		
175		Guidelines				
176						

On a Motion by Mr. Baker, seconded by Ms. Normile, with all in favor, the Board of Supervisors approved Resolution 2018-25, Adopting Alternative Investment Guidelines for Del Webb Bexley Community Development District.

177	TWENTY-SIXTH ORDER OF BUSINESS	Consideration	of	RFQ	for	District		
178								
179		Engineer						
180								
	On a Motion by Mr. South, seconded by Mr. Piendel, with all in favor, the Board of Supervisors		
	authorized District staff to advertise for an RFQ for District Engineering Services with		
	qualifications due back for the January 24, 2018 meeting for Del Webb Bexley Community		
	Development District.							
181								
	TWENTY-SEVENTH ORDER OF BUSINESS	Consideration	of	Retention	of	Interim		
182								
183		Engineer						
184								
	On a Motion by Mr. Piendel, seconded by Mr. Stevens, with all in favor, the Board of		
	Supervisors approved Clearview Land Design, P.L. as Interim Engineer for the District’s		
	Engineering Services for Del Webb Bexley Community Development District.				
185								

186								
187								
188								
189								

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 7

190	TWENTY-EIGHTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-14,		
191		Appointing Investment Banker		
192				
	On a Motion by Mr. Stevens, seconded by Mr. Baker, with all in favor, the Board of Supervisors		
	approved Resolution 2018-14, Appointing Investment Banker (MBS Capital Markets) for Del		
	Webb Bexley Community Development District.			
193				
				
	TWENTY-NINTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-15,		
194				
195		Appointing Bond Counsel		
196				
			
	On a Motion by Mr. Piendel, seconded by Ms. Normile, with all in favor, the Board of		
	Supervisors approved Resolution 2018-15, Appointing Bond Counsel (Bryant, Miller, Olive) for		
	Del Webb Bexley Community Development District.		
197				
				
	THIRTIETH ORDER OF BUSINESS	Consideration of Financing Team Funding		
198				
199		Agreement		
200				
	On a Motion by Mr. Piendel, seconded by Mr. Baker, with all in favor, the Board of Supervisors		
	approved  the  Financing  Team  Funding  Agreement  for  Del  Webb  Bexley Community		
	Development District.			
201				
				
	THIRTY-FIRST ORDER OF BUSINESS	Consideration   of   Estimated   Capital		
202				
203		Improvement Plan (CIP) Costs		
204				
			
	On a Motion by Mr. Piendel, seconded by Mr. South, with all in favor, the Board of Supervisors		
	approved the Estimated Capital Improvement Plan (CIP) Costs for Del Webb Bexley Community		
	Development District.			
205				
				
	THIRTY-SECOND ORDER OF BUSINESS	Consideration of Bond Validation Report		
206				
207				

208	This item was tabled.

209	THIRTY-THIRD ORDER OF BUSINESS	Consideration of Bond Resolution		
210				
211				
212	This item was tabled.

213	THIRTY-FOURTH ORDER OF BUSINESS	Consideration of Resolution 2018-16, Set		
214				
215		Date, Time and Location and Authorize		
216		Publication of Notice of Public Hearing on		
217		Uniform Method of Collecting		
218				
219				
220				
221				

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 8

222

On a Motion by Mr. Baker, seconded by Mr. Stevens, with all in favor, the Board of Supervisors approved Resolution 2018-16, Set Date, Time and Location and Authorize Publication of Notice of Public Hearing on Uniform Method of Collecting (January 24, 2018 at 2:00 p.m. to be held at the office of Rizzetta and Company located at 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544) for Del Webb Bexley Community Development District.

223	THIRTY-FIFTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-17,		
224				
225		Selection of District Depository		
226				

On a Motion by Mr. Stevens, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved Resolution 2018-17, Selection of District Depository (SunTrust Bank) for Del Webb Bexley Community Development District.

227	THIRTY-SIXTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-18,		
228				
229		Approve  Disbursement  of  Funds  for		
230		Expenses		
231				

On a Motion by Mr. South, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-18, Approve Disbursement of Funds for Expenses for Del Webb Bexley Community Development District.

232	THIRTY-SEVENTH ORDER OF BUSINESS	Consideration  of  Resolution  2018-19,		
233				
234		Authorize Bank Account Signatories		
235				

On a Motion by Mr. Stevens, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved Resolution 2018-19, Authorize Bank Account Signatories (Chairman, Vice Chairman, Secretary, Assistant Secretaries and Treasurer) for Del Webb Bexley Community Development District.

236

237	THIRTY-EIGHTH ORDER OF BUSINESS	Consideration of Acquisition Agreement

238

On a Motion by Mr. South, seconded by Mr. Piendel, with all in favor, the Board of Supervisors approved the Acquisition Agreement for Del Webb Bexley Community Development District.
239	THIRTY-NINTH ORDER OF BUSINESS	Consideration  of  Construction  Funding		
240				
241		Agreement		
242				

On a Motion by Mr. South, seconded by Mr. Baker, with all in favor, the Board of Supervisors approved the Construction Funding Agreement, in substantial form for Del Webb Bexley Community Development District.

243

244

245

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT November 8, 2017 - Minutes of Meeting

Page 9

246
247	FORTIETH ORDER OF BUSINESS	Consideration of Funding Request

248

On a Motion by Mr. Baker, seconded by Mr. South, with all in favor, the Board of Supervisors approved the Funding Agreement for Del Webb Bexley Community Development District.

249
250	FORTY-FIRST ORDER OF BUSINESS	Staff Reports

251

252	A.District Counsel
253	No report.	
254		
255	B.Interim District Engineer
256	Mr. Schrader provided a brief update on the status of the project.	
257		
258	C.District Manager
259	Mr. Huber reminded the Board that the next meeting will be held on December 27,		
260	2017 at 2:00 p.m. at the office of Rizzetta & Company located at 5844 Old Pasco		
261	Road, Suite 100, Wesley Chapel, FL 33544.		
262	FORTY-SECOND ORDER OF BUSINESS	Supervisor   Requests   and   Audience		
263				
264		Comments		
265				
266	There were no comments.

267

268	FORTY-THIRD ORDER OF BUSINESS	Adjournment

269

On a Motion by Mr. Piendel, seconded by Mr. Stevens, with all in favor, the Board adjourned the meeting at 1:30 p.m. for Del Webb Bexley Community Development District.

270				
271	Secretary/Assistant Secretary	Chairman/ Vice Chairman		
272				

Tab 2

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

DISTRICT OFFICE · 5844 OLD PASCO ROAD · SUITE 100 · WESLEY CHAPEL, FLORIDA 33544

Operation and Maintenance Expenditures

December 2017

For Board Approval

Attached please find the check register listing the Operation and Maintenance expenditures paid from December 1, 2017 through December 31, 2017. This does not include expenditures previously approved by the Board.

The total items being presented:	$17,924.76	

Approval of Expenditures:

__________________________________

______

Chairperson

______

Vice Chairperson

______

Assistant Secretary

Del Webb Bexley Community Development District

Paid Operation & Maintenance Expenditures

December 1, 2017 Through December 31, 2017

Vendor Name		Check Number		Invoice Number		Invoice Description		Invoice Amount		
Hopping Green & Sams	001000	97436	Legal Services 11/17	$	2,412.38		
Rizzetta & Company, Inc.	001001	0000028188	District Management Fees 11/17	$	3,275.00		
Rizzetta & Company, Inc.	001001	0000028761	District Management Fees 12/17	$	3,275.00		
Times Publishing Company	001002	547164		173402 Legal Advertising 10/17		$	8,962.38		
Report Total			10/27/17				$	17,924.76		

Hopping Green &

Attorneys and Counselors

Sams

119

S.

Monroe

Street,

Ste.

300

P.O.

Box6526

Tallahassee,

Fl

32314

850.222.7500

=================================

STATEMENT=================================

December

Del Webb Bexley Community Development District 5844 Old Pasco Road, Suite 100
Wesley Chapel, FL  33544

8,

2017

Bill

Billed

Number through

97436 11/30/2017

General	Counsel				
DWBCDD	00001	JJ		
FOR PROFESSIONAL SERVICES RENDERED		
11/02/17		KFJ		Correspond with district manager regarding rules of procedure.		
11/08/17		JJ		Work session with Willson regarding organizational meeting.		
11/08/17		ACW		Prepare materials for, travel to and attend organizational meeting.		
11/14/17		KFJ		Confer with Johnson; distribute legislative update.		
11/14/17		KFJ		Confer with Willson; record notice of establishment.		
11/22/17		ACW		Prepare notice of uniform method hearing,		
11/26/17		ACW		[move to del webb bexley 001] Prepare notice of landowner'selection.		
11/27/17		KFJ		Correspond with district manager regarding notice of establishment.		
						
11/29/17		ACW		Confer with Steady regarding district status.		
11/30/17		CGS		Monitor proposed legislation which may impact district.		
		Total fees for this matter		
DISBURSEMENTS			
		Alyssa	Willson; Invoice # 112117; Travel - Hotel		
		AVIS Rent a car System; Invoice# 627026024; Travel - Rental car		
		Travel				
		Travel	-	Meals		
		Total disbursements for this matter		

0.20	hrs	
0.40	hrs	
5.80	hrs	
0.20	hrs	
0.40	hrs	
0.30	hrs	
0.20	hrs	
0.20	hrs	
0.40	hrs	
0.70	hrs	
$2,134.50	
148.58	
52.04	
24.86	
52.40	
$277.88	

MATTER SUMMARY

Willson, Alyssa C.

Stuart, Cheryl G.

Johnson, Jonathan T.

Jusevitch, Karen F.- Paralegal

6.70

0.70

0.40

1.00

hrs

hrs

hrs

hrs

240

365

365

125

/hr

/hr

/hr

/hr

$1,608.00

$255.50

$146.00

$125.00

General

Counsel

Bill

No.

97436

Page

2

=======================================================================================

TOTAL

TOTAL FEES

DISBURSEMENTS

$2,134.50

$277.88

TOTAL CHARGES FOR THIS MATTER BILUNG SUMMARY

Willson, Alyssa C.

Stuart, Cheryl G.

Johnson, Jonathan T.

Jusevitch, Karen F.- Paralegal

TOTAL FEES

TOTAL DISBURSEMENTS

6.70	hrs	
0.70	hrs	
0.40	hrs	
1.00	hrs	

240

365

365

125

/hr

/hr

/hr

/hr

$2,412.38

$1,608.00

$255.50

$146.00

$125.00

$2,134.50

$277.88

TOTAL CHARGES

FOR

THIS

BILL

$2,412.38

Please

include the bill

number

on

vour

check.

,

.../Ir

.....

-

----------

Rizzetta & Company, Inc.

3434 Colwell Avenue

Suite 200

Tampa FL	33614

Date

11/15/2017

Invoice

Invoice#

INV0000028188

Bill To:		
Del Webb	Bexley COD	
3434 Colwell Avenue	
Suite 200		
Tampa FL	33614	

I	Services for the month of
I	November

Descrlotlon
District Management Services	~'c,  \
Administrative Services	~,.::, o
Accounting Services "b ?..,::, \

Financial & Revenue Collections	~ \ \ \

I
I

Terms		Client Number	
Upon Receipt	00178	
Qtv	Rate	Amount	
1.00	$1,675.00	$1,675.00	
1.00	$300.00	$300.00	
1.00	$1,000.00	$1,000.00	
1.00	$300.00	$300.00	

Date Rec a R1zz~		, ,~P,V	~ j 2017		
D/M approval_		f ~t		<z;		
		2			
Date entered _________		
Fund ot>'   GL	5	i·~oo  OC				
						
		----		
Cherk# __________		

Subtotal	$3,275.00		

Total	$3,275.00

Rizzetta & Company, Inc.

3434 Colwell Avenue

Suite 200
Tampa FL	33614

Bill To:

Del Webb Bexley COD

3434 Colwell Avenue

Suite 200

Tampa FL	33614

Date

12/1/2017

Invoice

Invoice#

INV0000028761

Description

District Management Services ~ Administrative Services 1. \ cc Accounting Services ~ ~~I Financial & Revenue Collections

1'

~

.,1	\	

, , ,

I

I

Services for the month of December

I
I

Terms	Client Number		
Upon Receipt	00178		

atv	Rate	Amount		
				
1.00	$1,675.00	$1,675.00		
1.00	$300.00	$300.00		
1.00	$1,000.00	$1,000.00		
1.00	$300.00	$300.00		

l,U,C

'ecd

Hizz?Jit

~

~v

~~~=

DIM

approval_

OEC

\D~t

2of

Date

rund

entered "C)D\

GL

S

'~-..l.)

OC---

Check

#----------

Subtotal

$3,275.00

Total

$3,275.00

I~

-

. 'Jc.

NU V 10 2017
:;:;:.::..__ _

ADVERTISING

INVOICE

tampabay.com

Times Publishing Company

P.O. Box 175

St. Petersburg, FL 33731-0175

Toll Free Phone: 1 (877) 321-7355

Fed Tax ID 59-0482470

AD SALES HOURS

M - TH 7:30 • 6:30

FRI 7:30-5:30

CUSTOMER SERVICE HOURS

M-F 8:00 - 5:00

PAYMENT

DUE

UPON

RECEIPT

r.::

~:-:,veo

Date Rec'd .	~~~°'-, ~,,
R1zze~	Inc.
D/M approval	~ Date~

13	2017	
-		

Date

entered

-

-NJNo~V11----1--=5-......	2.,..0.._.17:.	

___

Fund

\

\J

GL

___

QC

__

_

Check#

________

_

Times Publishing Company

P.O. Box 175

St. Petersburg, FL 33731-0175

Toll Free Phone: 1 (877) 321-7355

ADWRTISING

INVOICE

DO NOT SEND CASH BY MAIL

Thank you for your business	PLEASE MAKE CHECK PAYABLE TO:  TIMES PUBLISHING COMPANY		
				
		REMIT TO:		
THE DEL WEBB BEXLEY CDD		TAMPA BAY TIMES		
5844 OLD PASCO ROAD, SUITE 100	DEPT 3396		
PORT RICHEY, FL  34668				
		P.O. BOX 123396		
				
		DALLAS, TX 75312-3396		

10017340200000000054716427100000095200000000000

000000000000000000000000000000004

547164

		Tampa Bay Times		
			Published Daily		
STATE OF FLORIDA	l ss		
						
COllNT\ OF Pasco Count)		
Before the undersigned authority personally appeared Deirdre		
Almeida who on oath	says that he/she is Legal Clerk of the Tampa		
					
Bay Times a daily	newspaper printed in St.		
				Petersburg. in Pinellas		
County,						
Florida; that the attached copy of		
				advertisement. being a		
Legal						
Notice in the matter	RE: Organizational i\leet was published		
						
in Tampa Bay Times: 10/27/17. in said ne\\Spaper in the issues of		
Baylink Pasco						
Atliant further says the said Tampa Ba)		
				Times is a ne,,spaper		
published in Pasco County,	Florida and that the said newspaper has		
						
heretofore been					
	continuously published in said		
				Pasco County. Florida.		
each day and has been entered as a second class mail matter at the post		
otlice in said Pasco				
		County. Florida for a		
				period of one year next pre-		
ceding the first	publication	of the attached copy of		
				advertisement. and		
alliant further says that he/she neither paid not promised any person.		
firm or						
corporation any discount, rebate, commission or refund for		
the purpose of				vertisement for		
securing this			
				publication in the said		
newspaper						

						NOTICE OF ORGANIZATIONAL MEETING			
				OF THE BOARD OF	SUPERVISORS	OF THE DEL WEBB		
				BEXLEY COMMUNITY DEVELOPMENT	DISTRICT			
		The	Board	of	Supervisors	(the "Board"), of the		Del	Webb Bexley Community		
Development District	will hold	its organizational meeting			
			on				
8,	2017,	at 1:00	p.m ...	at	the offices	of Rizzetta and					Wednesday, November		
							Company, Inc., located at 5844		
Old Pasco Road, Suite 100, Wesley					
	Chapel, FL 33544.	The purpose of	the meeting		
is	to	consider the appointment		of					
					staff Including,		but	not	limited	to, manager,		
													
attorney, and others as deemed	appropriate by the	Board: to	consider the services		
to be provided by the		District							
			and the financing plan	for					
					same: to consider certain		
documents related to	the issuance								
		of special assessment bonds; and, to conduct		
any other business that	may come before the				A copy	of the agenda may be		
obtained from	Rlzzetta		&						Board.					
				Company, Inc., 5844 Old Pasco Road, Suite 100, Wesley		
Chapel, Florida 33544.							
																				
	The	meeting is open	to the	public and will be	conducted in accordance with		
the	provisions	of															
			Florida law.  The meeting may be continued to a date, time, and		
place to be				
					the record at meeting. There may be				
				specified on					
Supervisors or	District	Staff will										occasions when Board		
			participate by speaker telephone.			
																
	Any	person	requiring	special accommodations	at this meeting because of a		
									
disability or physical impairment		should contact the District Office at (813) 994-1001		
at	least forty-					hours						
							prior	to the meeting.		If you are hearing or speech		
				eight (48)							
impaired, please contact	the															
(TTY)/								Florida Relay Service by	dialing 7-1-1, or l-800-955-8771		
	1·800-955-8770 (Voice),	for							
			aid in contacting the District Office.			
									
	A person who																					
					decides to appeal any										
																decision made by the				
any	matter considered	at	the meeting is advised that			Board with respect to		
				this same person will need a		
record of the proceedings and	that accordingly, the	person may need to ensure that		
a						of the											
verbatim record		proceedings is made, including the	testimony and evidence		
upon	which the								
		appeal is	to be based.								
													
Matthew Huber																						
District	Manaoer									Run Date: 10/27/17								547164		

Sworn to and subscribed before me this I0/27/2017.

Personally

known

______

or produced identification

Type

of

ident1fica11on

produced

__________

_

.-·i'1ii!~~~--	
i	:·I	
'•;).~.,,,,'	

MY

JEAN M MITOTES

COMMISSION # GG009269

EXPIRES July 06, 2020

Tab 3

RESOLUTION 2018-29

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

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

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

WHEREAS, such landowners meeting was held on ______________, the Minutes of which

are attached hereto as Exhibit A, and at which the below recited persons were duly elected by virtue of the votes cast in their respective favor; and

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

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS BEXLEY DEL WEBB COMMUNITY DEVELOPMENT DISTRICT:

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

_____________________________ ___ Votes _____________________________ ___ Votes _____________________________ ___ Votes _____________________________ ___ Votes _____________________________ ___ Votes

Section 2. In accordance with Section 190.006(2), Florida Statutes, and by virtue of the number of votes cast for the respective Supervisors, the above-named persons are declared to have been elected for the following terms of office:

_____________________________ ___ Year Term _____________________________ ___ Year Term _____________________________ ___ Year Term _____________________________ ___ Year Term _____________________________ ___ Year Term

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

PASSED AND ADOPTED THIS ____ DAY OF ______________, 2018.

BEXLEY DEL WEBB COMMUNITY

DEVELOPMENT DISTRICT

CHAIRMAN

ATTEST:

SECRETARY

Tab 4

RESOLUTION 2018-30

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT APPOINTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, the Board of Supervisors of the District desires to designate the Officers of the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT:

Section 1. ___________________________ is appointed Chairman.

Section 2.	is appointed Vice Chairman.	
				
Section 3. Eric Dailey	is appointed Secretary.	

Section 4. ____________________________ is appointed Assistant Secretary.
____________________________ is appointed Assistant Secretary.
____________________________ is appointed Assistant Secretary.
Matthew Huber	is appointed Assistant Secretary.	
	is appointed Assistant Secretary.	

Section 5. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 8TH DAY OF NOVEMBER, 2018.

DEL WEBB BEXLEY COMMUNITY
DEVELOPMENT DISTRICT

CHAIRMAN/VICE CHAIRMAN

ATTEST:

__

SECRETARY/ASST. SECRETARY

Tab 5

RESOLUTION 2018-26

A RESOLUTION OF THE BOARD OF SUPERVISORS OF
THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT
DISTRICT	ADOPTING	RULES	OF	PROCEDURE;
PROVIDING	A	SEVERABILITY	CLAUSE;	AND
PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Del Webb Bexley Community Development District (the “District”) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in Pasco County, Florida; and

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to adopt rules to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and

WHEREAS, the Board of Supervisors finds that it is in the best interests of the District to adopt by resolution the Rules of Procedure attached hereto as Exhibit A for immediate use and application; and

WHEREAS, the Board of Supervisors has complied with applicable Florida law concerning rule development and adoption.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD
OF	SUPERVISORS	OF	THE	DEL	WEBB	BEXLEY
COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The attached Rules of Procedure are hereby adopted pursuant to this resolution as necessary for the conduct of District business. These Rules of Procedure shall stay in full force and effect until such time as the Board of Supervisors may amend these rules in accordance with Chapter 190, Florida Statutes.

SECTION 2. If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 3. This resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 24th day of January, 2018.

ATTEST:	DEL WEBB BEXLEY
COMMUNITY DEVELOPMENT DISTRICT

_____________________________	____________________________________
Secretary	Chairman, Board of Supervisors

Exhibit A:	Rules of Procedure

Exhibit A

Rules of Procedure

RULES OF PROCEDURE
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

TABLE OF CONTENTS
			Page	
			---	
1.0	General .......................................................................................................................	2	
	1.1	Board of Supervisors; Officers and Voting ...................................................	3	
	1.2	District Offices; Public Information and Inspection of Records; Policies;		
		Service Contract Requirements......................................................................	7	
	1.3	Public Meetings, Hearings, and Workshops ..................................................	10	
2.0	Rulemaking Proceedings ...........................................................................................	15	
3.0	Competitive Purchase ................................................................................................	21	
	3.1	Procedure Under The Consultants’ Competitive Negotiation Act ................	26	
	3.2	Procedure Regarding Auditor Selection ........................................................	30	
	3.3	Purchase of Insurance ....................................................................................	34	
	3.4	Pre-qualification .............................................................................................	36	
	3.5	Construction Contracts, Not Design-Build ....................................................	39	
	3.6	Construction Contracts, Design-Build ...........................................................	43	
	3.7	Payment and Performance Bonds. .................................................................	48	
	3.8	Goods, Supplies, and Materials .....................................................................	49	
	3.9	Maintenance Services ....................................................................................	53	
	3.10	Contractual Services ......................................................................................	56	
	3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4,		
		3.5, 3.6, 3.8, and 3.9 .......................................................................................	57	
4.0	Effective Date ............................................................................................................	60	

1

Rule 1.0	General.

(1)	The Del Webb Bexley Community Development District (the “District”) was created pursuant to the provisions of Chapter 190 of the Florida Statutes, and was established to provide for the ownership, operation, maintenance, and provision of various capital facilities and services within its jurisdiction. The purpose of these rules (the “Rules”) is to describe the general operations of the District.

(2)	Definitions located within any section of these Rules shall be applicable within all other sections, unless specifically stated to the contrary.

(3)	Unless specifically permitted by a written agreement with the District, the District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

(4)	A Rule of the District shall be effective upon adoption by affirmative vote of the District Board. After a Rule becomes effective, it may be repealed or amended only through the rulemaking procedures specified in these Rules. Notwithstanding, the District may immediately suspend the application of a Rule if the District determines that the Rule conflicts with Florida law. In the event that a Rule conflicts with Florida law and its application has not been suspended by the District, such Rule should be interpreted in the manner that best effectuates the intent of the Rule while also complying with Florida law. If the intent of the Rule absolutely cannot be effectuated while complying with Florida law, the Rule shall be automatically suspended.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

2

Rule 1.1	Board of Supervisors; Officers and Voting.

(1)	Board of Supervisors. The Board of Supervisors of the District (the “Board”) shall consist of five (5) members. Members of the Board (“Supervisors”) appointed by ordinance or rule or elected by landowners must be citizens of the United States of America and residents of the State of Florida. Supervisors elected by resident electors must be citizens of the United States of America, residents of the State of Florida and of the District, registered to vote with the Supervisor of Elections of the county in which the District is located, and qualified. The Board shall exercise the powers granted to the District under Florida law.

(a)	Supervisors shall hold office for the term specified by Section 190.006 of the Florida Statutes. If, during the term of office, any Board member(s) vacates their office, the remaining member(s) of the Board shall fill the vacancies by appointment for the remainder of the term(s). If three or more vacancies exist at the same time, a quorum, as defined herein, shall not be required to appoint replacement Board members.

(b)	Three (3) members of the Board shall constitute a quorum for the purposes of conducting business, exercising powers and all other purposes. A Board member shall be counted toward the quorum if physically present at the meeting, regardless of whether such Board member is prohibited from, or abstains from, participating in discussion or voting on a particular item.

(c)	Action taken by the Board shall be upon a majority vote of the members present, unless otherwise provided in the Rules or required by law. Subject to Rule 1.3(10), a Board member participating in the Board meeting by teleconference or videoconference shall be entitled to vote and take all other action as though physically present.

(d)	Unless otherwise provided for by an act of the Board, any one Board member may attend a mediation session on behalf of the Board. Any agreement resulting from such mediation session must be approved pursuant to subsection (1)(c) of this Rule.

(2)	Officers. At the first Board meeting held after each election where the newly elected members take office, the Board shall select a Chairperson, Vice-Chairperson, Secretary, Assistant Secretary, and Treasurer.

(a)	The Chairperson must be a member of the Board. If the Chairperson resigns from that office or ceases to be a member of the Board, the Board shall select a Chairperson. The Chairperson serves at the pleasure of the Board. The Chairperson shall be authorized to execute resolutions and contracts on the District’s behalf. The Chairperson shall convene and conduct all meetings of the Board. In the event the Chairperson is unable to attend a meeting, the Vice-Chairperson shall convene and conduct the

3

meeting. The Chairperson or Vice-Chairperson may delegate the responsibility of conducting the meeting to the District’s manager (“District Manager”) or District Counsel, in whole or in part.

(b)	The Vice-Chairperson shall be a member of the Board and shall have such duties and responsibilities as specifically designated by the Board from time to time. The Vice-Chairperson has the authority to execute resolutions and contracts on the District’s behalf in the absence of the Chairperson. If the Vice-Chairperson resigns from office or ceases to be a member of the Board, the Board shall select a Vice-Chairperson. The Vice-Chairperson serves at the pleasure of the Board.

(c)	The Secretary of the Board serves at the pleasure of the Board and need not be a member of the Board. The Secretary shall be responsible for maintaining the minutes of Board meetings and may have other duties assigned by the Board from time to time. An employee of the District Manager may serve as Secretary. The Secretary shall be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in the amount of one million dollars ($1,000,000) that names the District as an additional insured.

(d)	The Treasurer need not be a member of the Board but must be a resident of the State of Florida. The Treasurer shall perform duties described in Section 190.007(2) and (3) of the Florida Statutes, as well as those assigned by the Board from time to time. The Treasurer shall serve at the pleasure of the Board. The Treasurer shall either be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in the amount of one million dollars ($1,000,000) that names the District as an additional insured.

(e)	In the event that both the Chairperson and Vice-Chairperson are absent from a Board meeting and a quorum is present, the Board may designate one of its members or a member of District staff to convene and conduct the meeting. In such circumstances, any of the Board members present are authorized to execute agreements, resolutions, and other documents approved by the Board at such meeting. In the event that the Chairperson and Vice-Chairperson are both unavailable to execute a document previously approved by the Board, the Secretary or any Assistant Secretary may execute such document.

(f)	The Board may assign additional duties to District officers from time to time, which include, but are not limited to, executing documents on behalf of the District.

4

(g)	The Chairperson, Vice-Chairperson, and any other person authorized by District Resolution may sign checks and warrants for the District, countersigned by the Treasurer or other persons authorized by the Board.

(3)	Committees. The Board may establish committees of the Board, either on a permanent or temporary basis, to perform specifically designated functions. Committees may include individuals who are not members of the Board. Such functions may include, but are not limited to, review of bids, proposals, and qualifications, contract negotiations, personnel matters, and budget preparation.

(4)	Record Book. The Board shall keep a permanent record book entitled “Record of Proceedings,” in which shall be recorded minutes of all meetings, resolutions, proceedings, certificates, and corporate acts. The Records of Proceedings shall be located at a District office and shall be available for inspection by the public.

(5)	Meetings. For each fiscal year, the Board shall establish a schedule of regular meetings, which shall be published in a newspaper of general circulation in the county in which the District is located and filed with the local general-purpose governments within whose boundaries the District is located. All meetings of the Board and Committees serving an advisory function shall be open to the public in accord with the provisions of Chapter 286 of the Florida Statutes.

(6)	Voting Conflict of Interest. The Board shall comply with Section 112.3143 of the Florida Statutes, so as to ensure the proper disclosure of conflicts of interest on matters coming before the Board for a vote. For the purposes of this section, "voting conflict of interest" shall be governed by Chapters 112 and 190 of the Florida Statutes, as amended from time to time. Generally, a voting conflict exists when a Board member is called upon to vote on an item which would inure to the Board member’s special private gain or loss or the Board member knows would inure to the special private gain or loss of a principal by whom the Board member is retained, the parent organization or subsidiary of a corporate principal, a business associate, or a relative including only a father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law.

(a)	When a Board member knows the member has a conflict of interest on a matter coming before the Board, the member should notify the Board’s Secretary prior to participating in any discussion with the Board on the matter. The member shall publicly announce the conflict of interest at the meeting. This announcement shall appear in the minutes.

	If the Board member was elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, the Board member may vote or abstain from voting on the matter at issue. If the Board member was elected by electors residing within the District, the

5

Board member is prohibited from voting on the matter at issue. In the event that the Board member intends to abstain or is prohibited from voting, such Board member shall not participate in the discussion on the item subject to the vote.

The Board’s Secretary shall prepare a Memorandum of Voting Conflict (Form 8B) which shall then be signed by the Board member, filed with the Board’s Secretary, and provided for attachment to the minutes of the meeting within fifteen (15) days of the meeting.

(b)	If a Board member inadvertently votes on a matter and later learns he or she has a conflict on the matter, the member shall immediately notify the Board’s Secretary. Within fifteen (15) days of the notification, the member shall file the appropriate Memorandum of Voting Conflict, which will be attached to the minutes of the Board meeting during which the vote on the matter occurred. The Memorandum of Voting Conflict shall immediately be provided to other Board members and shall be read publicly at the next meeting held subsequent to the filing of the Memorandum of Voting Conflict. The Board member’s vote is unaffected by this filing.

(c)	It is not a conflict of interest for a Board member, the District Manager, or an employee of the District to be a stockholder, officer or employee of a landowner or of an entity affiliated with a landowner.

(d)	In the event that a Board member elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, has a continuing conflict of interest, such Board member is permitted to file a Memorandum of Voting Conflict at any time in which it shall state the nature of the continuing conflict. Only one such continuing Memorandum of Voting Conflict shall be required to be filed for each term the Board member is in office.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 112.3143, 190.006, 190.007, Fla. Stat.

6

Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements.

(1)	District Offices. Unless otherwise designated by the Board, the official District office shall be the District Manager’s office identified by the District Manager. If the District Manager’s office is not located within the county in which the District is located, the Board shall designate a local records office within such county which shall at a minimum contain, but not be limited to, the following documents:

(a)	Agenda packages for prior 24 months and next meeting;

(b)	Official minutes of meetings, including adopted resolutions of the Board;

(c)	Names and addresses of current Board members and District Manager, unless such addresses are protected from disclosure by law;

(d)	Adopted engineer’s reports;

(e)	Adopted assessment methodologies/reports;

(f)	Adopted disclosure of public financing;

(g)	Limited Offering Memorandum for each financing undertaken by the District;

(h)	Proceedings, certificates, bonds given by all employees, and any and all corporate acts;

(i)	District policies and rules;

(j)	Fiscal year end audits; and

(k)	Adopted budget for the current fiscal year.

The District Manager shall ensure that each District records office contains the documents required by Florida law.

(2)	Public Records. District public records include all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received in connection with the transaction of official business of the District. All District public records not otherwise restricted by law may be copied or inspected at the District Manager’s office during regular business hours. Certain District records can also be inspected and copied at the District’s local records office during regular business hours. All written public records requests shall be directed to the Secretary who by these

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rules is appointed as the District’s records custodian. Regardless of the form of the request, any Board member or staff member who receives a public records request shall immediately forward or communicate such request to the Secretary for coordination of a prompt response. The Secretary, after consulting with District Counsel as to the applicability of any exceptions under the public records laws, shall be responsible for responding to the public records request. At no time can the District be required to create records or summaries of records, or prepare opinions regarding District policies, in response to a public records request.

(3)	Service Contracts. Any contract for services, regardless of cost, shall include provisions required by law that require the contractor to comply with public records laws. The District Manager shall be responsible for initially enforcing all contract provisions related to a contractor’s duty to comply with public records laws.

(4)	Fees; Copies. Copies of public records shall be made available to the requesting person at a charge of $0.15 per page for one-sided copies and $0.20 per page for two-sided copies if not more than 8 ½ by 14 inches. For copies of public records in excess of the sizes listed in this section and for outside duplication services, the charge shall be equal to the actual cost of reproduction. Certified copies of public records shall be made available at a charge of one dollar ($1.00) per page. If the nature or volume of records requested requires extensive use of information technology resources or extensive clerical or supervisory assistance, the District may charge, in addition to the duplication charge, a special service charge that is based on the cost the District incurs to produce the records requested. This charge may include, but is not limited to, the cost of information technology resource, employee labor, and fees charged to the District by consultants employed in fulfilling the request. In cases where the special service charge is based in whole or in part on the costs incurred by the District due to employee labor, consultant fees, or other forms of labor, those portions of the charge shall be calculated based on the lowest labor cost of an individual who is qualified to perform the labor. For purposes of this Rule, the word “extensive” shall mean that it will take more than 15 minutes to locate, review for confidential information, copy and re-file the requested material. In cases where extensive personnel time is determined by the District to be necessary to safeguard original records being inspected, the special service charge provided for in the section shall apply. If the total fees, including but not limited to special service charges, are anticipated to exceed twenty-five dollars ($25.00), then, prior to commencing work on the request, the District will inform the person making the public records request of the estimated cost, with the understanding that the final cost may vary from that estimate. If the person making the public records request decides to proceed with the request, payment of the estimated cost is required in advance. After the request has been fulfilled, additional payments or credits may be due.

(5)	Records Retention. The Secretary of the District shall be responsible for retaining the District’s records in accordance with applicable Florida law.

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(6)	Policies. The Board may adopt policies related to the conduct of its business and the provision of services either by resolution or motion.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.006, 119.07, Fla. Stat.

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Rule 1.3	Public Meetings, Hearings, and Workshops.

(1)	Notice. Except in emergencies, or as otherwise required by statute or these Rules, at least seven (7) days, but no more than thirty (30) days public notice shall be given of any public meeting, hearing or workshop of the Board. Public notice shall be given by publication in a newspaper of general circulation in the District and in the county in which the District is located. “General circulation” means a publication that is printed and published at least once a week for the preceding year, offering at least 25% of its words in the English language, qualifies as a periodicals material for postal purposes in the county in which the District is located, is for sale to the public generally, is available to the public generally for the publication of official or other notices, and is customarily containing information of a public character or of interest or of value to the residents or owners of property in the county where published, or of interest or of value to the general public. The annual meeting notice required to be published by Section 189.015 of the Florida Statutes, shall be published in a newspaper not of limited subject matter, which is published at least five days a week, unless the only newspaper in the county is published less than five days a week. Each Notice shall state, as applicable:

(a)	The date, time and place of the meeting, hearing or workshop;

(b)	A brief description of the nature, subjects, and purposes of the meeting, hearing, or workshop;

(c)	The District office address for the submission of requests for copies of the agenda, as well as a contact name and telephone number for verbal requests for copies of the agenda; and

(d)	The following language: “Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least forty-eight (48) hours before the meeting/hearing/workshop by contacting the District Manager at (813) 994-1001. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or 1-800-955-8771 (TTY) / 1-800-955-8770 (Voice), who can aid you in contacting the District Office.”

(e)	The following language: “A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made including the testimony and evidence upon which the appeal is to be based.”

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(f)	The following language: “The meeting [or hearing or workshop] may be continued in progress without additional notice to a time, date, and location stated on the record.”

(2)	Mistake. In the event that a meeting is held under the incorrect assumption that notice required by law and these Rules has been given, the Board at its next properly noticed meeting shall cure such defect by considering the agenda items from the prior meeting individually and anew.

(3)	Agenda. The District Manager, under the guidance of District Counsel and the Chairperson or Vice-Chairperson, shall prepare a notice and an agenda of the meeting/hearing/workshop. The notice and agenda shall be available to the public at least seventy-two (72) hours before the meeting/hearing/workshop except in an emergency. For good cause, the agenda may be changed after it is first made available for distribution. The requirement of good cause shall be liberally construed to allow the District to efficiently conduct business and to avoid the expenses associated with special meetings.

	The District may, but is not required to, use the following format in preparing its agenda for its regular meetings:

Call to order
Roll call
Public comment
Organizational matters
Review of minutes
Specific items of old business
Specific items of new business
Staff reports
(a)	District Counsel
(b)	District Engineer
(c)	District Manager
1.	Financial Report
2.	Approval of Expenditures
	Supervisor’s requests and comments Public comment
	Adjournment

(4)	Minutes. The Secretary shall be responsible for preparing and keeping the minutes of each meeting of the Board. Minutes shall be corrected and approved by the Board at a subsequent meeting. The Secretary may work with other staff members in preparing draft minutes for the Board’s consideration.

(5)	Special Requests. Persons wishing to receive, by mail, notices or agendas of meetings, may so advise the District Manager or Secretary at the District Office.

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Such persons shall furnish a mailing address in writing and shall be required to pre-pay the cost of the copying and postage.

(6)	Emergency Meetings. The Chairperson, or Vice-Chairperson if the Chairperson is unavailable, may convene an emergency meeting of the Board without first having complied with sections (1) and (3) of this Rule, to act on emergency matters that may affect the public health, safety, or welfare. Whenever possible, the District Manager shall make reasonable efforts to provide public notice and notify all Board members of an emergency meeting twenty-four (24) hours in advance. Reasonable efforts may include telephone notification. Notice of the emergency meeting must be provided both before and after the meeting on the District’s website, if it has one. Whenever an emergency meeting is called, the District Manager shall be responsible for notifying at least one newspaper of general circulation in the District. After an emergency meeting, the Board shall publish in a newspaper of general circulation in the District, the time, date and place of the emergency meeting, the reasons why an emergency meeting was necessary and a description of the action taken. Actions taken at an emergency meeting may be ratified by the Board at a regularly noticed meeting subsequently held.

(7)	Public Comment. The Board shall set aside a reasonable amount of time at each meeting for public comment and members of the public shall be permitted to provide comment on any proposition before the Board. The portion of the meeting generally reserved for public comment shall be identified in the agenda. Policies governing public comment may be adopted by the Board in accordance with Florida law.

(8)	Budget Hearing. Notice of hearing on the annual budget(s) shall be in accord with Section 190.008 of the Florida Statutes. Once adopted in accord with Section 190.008 of the Florida Statutes, the annual budget(s) may be amended from time to time by action of the Board. Approval of invoices by the Board in excess of the funds allocated to a particular budgeted line item shall serve to amend the budgeted line item.

(9)	Public Hearings. Notice of required public hearings shall contain the information required by applicable Florida law and by these Rules applicable to meeting notices and shall be mailed and published as required by Florida law. The District Manager shall ensure that all such notices, whether mailed or published, contain the information required by Florida law and these Rules and are mailed and published as required by Florida law. Public hearings may be held during Board meetings when the agenda includes such public hearing.

(10)	Participation by Teleconference/Videoconference. District staff may participate in Board meetings by teleconference or videoconference. Board members may also participate in Board meetings by teleconference or videoconference if in the good judgment of the Board extraordinary circumstances exist; provided however,

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at least three Board members must be physically present at the meeting location to establish a quorum. Such extraordinary circumstances shall be presumed when a Board member participates by teleconference or videoconference, unless a majority of the Board members physically present determines that extraordinary circumstances do not exist.

(11)	Board Authorization. The District has not adopted Robert’s Rules of Order. For each agenda item, there shall be discussion permitted among the Board members during the meeting. Approval or disapproval of resolutions and other proposed Board actions shall be in the form of a motion by one Board member, a second by another Board member, and an affirmative vote by the majority of the Board members present. Any Board member, including the Chairperson, can make or second a motion.

(12)	Continuances. Any meeting or public hearing of the Board may be continued without re-notice or re-advertising provided that:

(a)	The Board identifies on the record at the original meeting a reasonable need for a continuance;

(b)	The continuance is to a specified date, time, and location publicly announced at the original meeting; and

(c)	The public notice for the original meeting states that the meeting may be continued to a date and time and states that the date, time, and location of any continuance shall be publicly announced at the original meeting and posted at the District Office immediately following the original meeting.

(13)	Attorney-Client Sessions. An Attorney-Client Session is permitted when the District’s attorneys deem it necessary to meet in private with the Board to discuss pending litigation to which the District is a party before a court or administrative agency or as may be authorized by law. The District’s attorneys must request such session at a public meeting. Prior to holding the Attorney-Client Session, the District must give reasonable public notice of the time and date of the session and the names of the persons anticipated to attend the session. The session must commence at an open meeting in which the Chairperson or Vice-Chairperson announces the commencement of the session, the estimated length of the session, and the names of the persons who will be attending the session. The discussion during the session is confined to settlement negotiations or strategy related to litigation expenses or as may be authorized by law. Only the Board, the District’s attorneys (including outside counsel), the District Manager, and the court reporter may attend an Attorney-Client Session. During the session, no votes may be taken and no final decisions concerning settlement can be made. Upon the conclusion of the session, the public meeting is reopened and the Chairperson or Vice-Chairperson must announce that the session has concluded. The session must be transcribed by a court-reporter and the transcript of the session filed with

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the District Secretary within a reasonable time after the session. The transcript shall not be available for public inspection until after the conclusion of the litigation.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 190.006, 190.007, 190.008, 286.0105, 286.011, 286.0114, Fla. Stat.

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Rule 2.0	Rulemaking Proceedings.

(1)	Commencement of Proceedings. Proceedings held for adoption, amendment, or repeal of a District rule shall be conducted according to these Rules. Rulemaking proceedings shall be deemed to have been initiated upon publication of notice by the District. A “rule” is a District statement of general applicability that implements, interprets, or prescribes law or policy, or describes the procedure or practice requirements of the District (“Rule”). Nothing herein shall be construed as requiring the District to consider or adopt rules unless required by Chapter 190 of the Florida Statutes. Policies adopted by the District which do not consist of rates, fees, rentals or other monetary charges may be, but are not required to be, implemented through rulemaking proceedings.

(2)	Notice of Rule Development.

(a)	Except when the intended action is the repeal of a Rule, the District shall provide notice of the development of a proposed rule by publication of a Notice of Rule Development in a newspaper of general circulation in the District before providing notice of a proposed rule as required by section
(3)	of this Rule. Consequently, the Notice of Rule Development shall be published at least twenty-nine (29) days prior to the public hearing on the proposed Rule. The Notice of Rule Development shall indicate the subject area to be addressed by rule development, provide a short, plain explanation of the purpose and effect of the proposed rule, cite the specific legal authority for the proposed rule, and include a statement of how a person may promptly obtain, without cost, a copy of any preliminary draft, if available.

(b)	All rules as drafted shall be consistent with Sections 120.54(1)(g) and 120.54(2)(b) of the Florida Statutes.

(3)	Notice of Proceedings and Proposed Rules.

(a)	Prior to the adoption, amendment, or repeal of any rule other than an emergency rule, the District shall give notice of its intended action, setting forth a short, plain explanation of the purpose and effect of the proposed action, a reference to the specific rulemaking authority pursuant to which the rule is adopted, and a reference to the section or subsection of the Florida Statutes being implemented, interpreted, or made specific. The notice shall include a summary of the District’s statement of the estimated regulatory costs, if one has been prepared, based on the factors set forth in Section 120.541(2) of the Florida Statutes, and a statement that any person who wishes to provide the District with a lower cost regulatory alternative as provided by Section 120.541(1), must do so in writing within twenty-one (21) days after publication of the notice. The notice shall additionally include a statement that any affected person may request a public hearing

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by submitting a written request within twenty-one (21) days after the date of publication of the notice. Except when intended action is the repeal of a rule, the notice shall include a reference to both the date on which and the place where the Notice of Rule Development required by section (2) of this Rule appeared.

(b)	The notice shall be published in a newspaper of general circulation in the District and each county in which the District is located not less than twenty-eight (28) days prior to the intended action. The proposed rule shall be available for inspection and copying by the public at the time of the publication of notice.

(c)	The notice shall be mailed to all persons named in the proposed rule and to all persons who, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its rulemaking proceedings. Any person may file a written request with the District Manager to receive notice by mail of District proceedings to adopt, amend, or repeal a rule. Such persons must furnish a mailing address and may be required to pay the cost of copying and mailing. Notice will then be mailed to all persons whom, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its proceedings.

(4)	Rule Development Workshops. Whenever requested in writing by any affected person, the District must either conduct a rule development workshop prior to proposing rules for adoption or the Chairperson must explain in writing why a workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so.

(5)	Petitions to Initiate Rulemaking. All Petitions to Initiate Rulemaking proceedings must contain the name, address, and telephone number of the petitioner, the specific action requested, the specific reason for adoption, amendment, or repeal, the date submitted, the text of the proposed rule, and the facts showing that the petitioner is regulated by the District, or has substantial interest in the rulemaking. Not later than sixty (60) calendar days following the date of filing a petition, the Board shall initiate rulemaking proceedings or deny the petition with a written statement of its reasons for the denial. If the petition is directed to an existing policy that the District has not formally adopted as a rule, the District may, in its discretion, notice and hold a public hearing on the petition to consider the comments of the public directed to the policy, its scope and application, and to consider whether the public interest is served adequately by the application of the policy on a case-by-case basis, as contrasted with its formal adoption as a rule. However, this section shall not be construed as requiring the District to adopt a rule to replace a policy.

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(6)	Rulemaking Materials.  After the publication of the notice referenced in section
(3)	of this Rule, the Board shall make available for public inspection and shall provide, upon request and payment of the cost of copies, the following materials:

(a)	The text of the proposed rule, or any amendment or repeal of any existing rules;

(b)	A detailed written statement of the facts and circumstances justifying the proposed rule;

(c)	A copy of the statement of estimated regulatory costs if required by Section 120.541 of the Florida Statutes; and

(d)	The published notice.

(7)	Hearing. The District may, or, upon the written request of any affected person received within twenty-one (21) days after the date of publication of the notice described in section (3) of this Rule, shall, provide a public hearing for the presentation of evidence, argument, and oral statements, within the reasonable conditions and limitations imposed by the District to avoid duplication, irrelevant comments, unnecessary delay, or disruption of the proceedings. The District shall publish notice of the public hearing in a newspaper of general circulation within the District either in the text of the notice described in section (3) of this Rule or in a separate publication at least seven (7) days before the scheduled public hearing. The notice shall specify the date, time, and location of the public hearing, and the name, address, and telephone number of the District contact person who can provide information about the public hearing. Written statements may be submitted by any person prior to or at the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record.

(8)	Emergency Rule Adoption. The Board may adopt an emergency rule if it finds that immediate danger to the public health, safety, or welfare exists which requires immediate action. Prior to the adoption of an emergency rule, the District Manager shall make reasonable efforts to notify a newspaper of general circulation in the District. Notice of emergency rules shall be published as soon as possible in a newspaper of general circulation in the District. The District may use any procedure which is fair under the circumstances in the adoption of an emergency rule as long as it protects the public interest as determined by the District and otherwise complies with these provisions.

(9)	Negotiated Rulemaking. The District may use negotiated rulemaking in developing and adopting rules pursuant to Section 120.54(2)(d) of the Florida Statutes, except that any notices required under Section 120.54(2)(d) of the Florida Statutes, may be published in a newspaper of general circulation in the county in which the District is located.

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(10)	Rulemaking Record. In all rulemaking proceedings, the District shall compile and maintain a rulemaking record. The record shall include, if applicable:

(a)	The texts of the proposed rule and the adopted rule;

(b)	All notices given for a proposed rule;

(c)	Any statement of estimated regulatory costs for the rule;

(d)	A written summary of hearings, if any, on the proposed rule;

(e)	All written comments received by the District and responses to those written comments; and

(f)	All notices and findings pertaining to an emergency rule.

(11)	Petitions to Challenge Existing Rules.

(a)	Any person substantially affected by a rule may seek an administrative determination of the invalidity of the rule on the ground that the rule is an invalid exercise of the District’s authority.

(b)	The petition seeking an administrative determination must state with particularity the provisions alleged to be invalid with sufficient explanation of the facts or grounds for the alleged invalidity and facts sufficient to show that the person challenging a rule is substantially affected by it.

(c)	The petition shall be filed with the District. Within 10 days after receiving the petition, the Chairperson shall, if the petition complies with the requirements of subsection (b) of this section, designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer who shall conduct a hearing within 30 days thereafter, unless the petition is withdrawn or a continuance is granted by agreement of the parties. The failure of the District to follow the applicable rulemaking procedures or requirements in this Rule shall be presumed to be material; however, the District may rebut this presumption by showing that the substantial interests of the petitioner and the fairness of the proceedings have not been impaired.

(d)	Within 30 days after the hearing, the hearing officer shall render a decision and state the reasons therefor in writing.

(e)	Hearings held under this section shall be de novo in nature. The petitioner has a burden of proving by a preponderance of the evidence that the

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existing rule is an invalid exercise of District authority as to the objections raised. The hearing officer may:

(i)	Administer oaths and affirmations;

(ii)	Rule upon offers of proof and receive relevant evidence;

(iii)	Regulate the course of the hearing, including any pre-hearing matters;

(iv)	Enter orders; and

(v)	Make or receive offers of settlement, stipulation, and adjustment.

(f)	The petitioner and the District shall be adverse parties. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

(12)	Variances and Waivers. A “variance” means a decision by the District to grant a modification to all or part of the literal requirements of a rule to a person who is subject to the rule. A “waiver” means a decision by the District not to apply all or part of a rule to a person who is subject to the rule. Variances and waivers from District rules may be granted subject to the following:

(a)	Variances and waivers shall be granted when the person subject to the rule demonstrates that the purpose of the underlying statute will be or has been achieved by other means by the person, and when application of the rule would create a substantial hardship or would violate principles of fairness. For purposes of this section, "substantial hardship" means a demonstrated economic, technological, legal, or other type of hardship to the person requesting the variance or waiver. For purposes of this section, "principles of fairness" are violated when the literal application of a rule affects a particular person in a manner significantly different from the way it affects other similarly situated persons who are subject to the rule.

(b)	A person who is subject to regulation by a District Rule may file a petition with the District, requesting a variance or waiver from the District’s Rule. Each petition shall specify:

(i)	The rule from which a variance or waiver is requested;

(ii)	The type of action requested;

(iii)	The specific facts that would justify a waiver or variance for the petitioner; and

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(iv)	The reason why the variance or the waiver requested would serve the purposes of the underlying statute.

(c)	The District shall review the petition and may request only that information needed to clarify the petition or to answer new questions raised by or directly related to the petition. If the petitioner asserts that any request for additional information is not authorized by law or by Rule of the District, the District shall proceed, at the petitioner’s written request, to process the petition.

(d)	The Board shall grant or deny a petition for variance or waiver, and shall announce such disposition at a publicly held meeting of the Board, within sixty (60) days after receipt of the original petition, the last item of timely requested additional material, or the petitioner's written request to finish processing the petition. The District’s statement granting or denying the petition shall contain a statement of the relevant facts and reasons supporting the District's action.

(13)	Rates, Fees, Rentals and Other Charges. All rates, fees, rentals, or other charges shall be subject to rulemaking proceedings. Policies adopted by the District which do not consist of rates, fees, rentals or other charges may be, but are not required to be, implemented through rulemaking proceedings.

Specific Authority: §§ 190.011(5), 190.011(15), 190.035, Fla. Stat.
Law Implemented: §§ 190.011(5), 190.035(2), Fla. Stat.

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Rule 3.0	Competitive Purchase.

(1)	Purpose and Scope. In order to comply with Sections 190.033(1) through (3), 287.055 and 287.017 of the Florida Statutes, the following provisions shall apply to the purchase of Professional Services, insurance, construction contracts, design-build services, goods, supplies, and materials, Contractual Services, and maintenance services.

(2)	Board Authorization. Except in cases of an Emergency Purchase, a competitive purchase governed by these Rules shall only be undertaken after authorization by the Board.

(3)	Definitions.

(a)	“Competitive Solicitation” means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

(b)	“Continuing Contract” means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed one million dollars ($1,000,000), for a study activity when the fee for such Professional Services to the District does not exceed fifty thousand dollars ($50,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.

(c)	“Contractual Service” means the rendering by a contractor of its time and effort rather than the furnishing of specific commodities. The term applies only to those services rendered by individuals and firms who are independent contractors. Contractual Services do not include auditing services, Maintenance Services, or Professional Services as defined in Section 287.055(2)(a) of the Florida Statutes, and these Rules. Contractual Services also do not include any contract for the furnishing of labor or materials for the construction, renovation, repair, modification, or demolition of any facility, building, portion of building, utility, park, parking lot, or structure or other improvement to real property entered into pursuant to Chapter 255 of the Florida Statutes, and Rules 3.5 or 3.6.

(d)	“Design-Build Contract” means a single contract with a Design-Build Firm for the design and construction of a public construction project.

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(e)	“Design-Build Firm” means a partnership, corporation or other legal entity that:

(i)	Is certified under Section 489.119 of the Florida Statutes, to engage in contracting through a certified or registered general contractor or a certified or registered building contractor as the qualifying agent; or

(ii)	Is certified under Section 471.023 of the Florida Statutes, to practice or to offer to practice engineering; certified under Section 481.219 of the Florida Statutes, to practice or to offer to practice architecture; or certified under Section 481.319 of the Florida Statutes, to practice or to offer to practice landscape architecture.

(f)	“Design Criteria Package” means concise, performance-oriented drawings or specifications for a public construction project. The purpose of the Design Criteria Package is to furnish sufficient information to permit Design-Build Firms to prepare a bid or a response to the District’s Request for Proposals, or to permit the District to enter into a negotiated Design-Build Contract. The Design Criteria Package must specify performance-based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. Design Criteria Packages shall require firms to submit information regarding the qualifications, availability, and past work of the firms, including the partners and members thereof.

(g)	“Design Criteria Professional” means a firm who holds a current certificate of registration under Chapter 481 of the Florida Statutes, to practice architecture or landscape architecture, or a firm who holds a current certificate as a registered engineer under Chapter 471 of the Florida Statutes, to practice engineering, and who is employed by or under contract to the District to provide professional architect services, landscape architect services, or engineering services in connection with the preparation of the Design Criteria Package.

(h)	“Emergency Purchase” means a purchase necessitated by a sudden unexpected turn of events (for example, acts of God, riot, fires, floods, hurricanes, accidents, or any circumstances or cause beyond the control of the Board in the normal conduct of its business), where the Board finds that the delay incident to competitive purchase would be detrimental to the interests of the District. This includes, but is not limited to, instances

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where the time to competitively award the project will jeopardize the funding for the project, will materially increase the cost of the project, or will create an undue hardship on the public health, safety, or welfare.

(i)	“Invitation to Bid” is a written solicitation for sealed bids with the title, date, and hour of the public bid opening designated specifically and defining the commodity or service involved. It includes printed instructions prescribing conditions for bidding, qualification, evaluation criteria, and provides for a manual signature of an authorized representative. It may include one or more bid alternates.

(j)	“Invitation to Negotiate” means a written solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or services.

(k)	“Negotiate” means to conduct legitimate, arm’s length discussions and conferences to reach an agreement on a term or price.

(l)	“Professional Services” means those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of Florida, or those services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice.

(m)	“Proposal (or Reply or Response) Most Advantageous to the District” means, as determined in the sole discretion of the Board, the proposal, reply, or response that is:

(i)	Submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements, who has the integrity and reliability to assure good faith performance;

(ii)	The most responsive to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation as determined by the Board; and

(iii)	For a cost to the District deemed by the Board to be reasonable.

(n)	“Purchase” means acquisition by sale, rent, lease, lease/purchase, or installment sale. It does not include transfer, sale, or exchange of goods, supplies, or materials between the District and any federal, state, regional or local governmental entity or political subdivision of the State of Florida.

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(o)	“Request for Proposals” or “RFP” is a written solicitation for sealed proposals with the title, date, and hour of the public opening designated and requiring the manual signature of an authorized representative. It may provide general information, applicable laws and rules, statement of work, functional or general specifications, qualifications, proposal instructions, work detail analysis, and evaluation criteria as necessary.

(p)	“Responsive and Responsible Bidder” means an entity or individual that has submitted a bid that conforms in all material respects to the Invitation to Bid and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. “Responsive and Responsible Vendor” means an entity or individual that has submitted a proposal, reply, or response that conforms in all material respects to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. In determining whether an entity or individual is a Responsive and Responsible Bidder (or Vendor), the District may consider, in addition to factors described in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the following:

(i)	The ability and adequacy of the professional personnel employed by the entity/individual;

(ii)	The past performance of the entity/individual for the District and in other professional employment;

(iii)	The willingness of the entity/individual to meet time and budget requirements;

(iv)	The geographic location of the entity’s/individual’s headquarters or office in relation to the project;

(v)	The recent, current, and projected workloads of the entity/individual;

(vi)	The volume of work previously awarded to the entity/individual;

(vii)	Whether the cost components of the bid or proposal are appropriately balanced; and

(viii)	Whether the entity/individual is a certified minority business enterprise.

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(q)	“Responsive Bid,” “Responsive Proposal,” “Responsive Reply,” and “Responsive Response” all mean a bid, proposal, reply, or response which conforms in all material respects to the specifications and conditions in the Invitation to Bid, Request for Proposals, Invitations to Negotiate, or Competitive Solicitation document and these Rules, and the cost components of which, if any, are appropriately balanced. A bid, proposal, reply or response is not responsive if the person or firm submitting it fails to meet any material requirement relating to the qualifications, financial stability, or licensing of the bidder.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 190.033, 255.20, 287.055, Fla. Stat.

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Rule 3.1	Procedure Under The Consultants' Competitive Negotiations Act.

(1)	Scope. The following procedures are adopted for the selection of firms or individuals to provide Professional Services exceeding the thresholds herein described, for the negotiation of such contracts, and to provide for protest of actions of the Board under this Rule. As used in this Rule, “Project” means that fixed capital outlay study or planning activity when basic construction cost is estimated by the District to exceed the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FIVE, or for a planning study activity when the fee for Professional Services is estimated by the District to exceed the threshold amount provided in Section 287.017 for CATEGORY TWO, as such categories may be amended or adjusted from time to time.

(2)	Qualifying Procedures. In order to be eligible to provide Professional Services to the District, a consultant must, at the time of receipt of the firm’s qualification submittal:

(a)	Hold all required applicable federal licenses in good standing, if any;

(b)	Hold all required applicable state professional licenses in good standing;

(c)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the consultant is a corporation; and

(d)	Meet any qualification requirements set forth in the District’s Request for Qualifications.

Evidence of compliance with this Rule may be submitted with the qualifications, if requested by the District. In addition, evidence of compliance must be submitted any time requested by the District.

(3)	Public Announcement. Except in cases of valid public emergencies as certified by the Board, the District shall announce each occasion when Professional Services are required for a Project or a Continuing Contract by publishing a notice providing a general description of the Project, or the nature of the Continuing Contract, and the method for interested consultants to apply for consideration. The notice shall appear in at least one (1) newspaper of general circulation in the District and in such other places as the District deems appropriate. The notice must allow at least fourteen (14) days for submittal of qualifications from the date of publication. The District may maintain lists of consultants interested in receiving such notices. These consultants are encouraged to submit annually statements of qualifications and performance data. Consultants who provide their name and address to the District Manager for inclusion on the list shall receive notices by mail. The Board has the right to reject any and all qualifications, and such reservation shall be included in the published notice. Consultants not

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receiving a contract award shall not be entitled to recover from the District any costs of qualification package preparation or submittal.

(4)	Competitive Selection.

(a)	The Board shall review and evaluate the data submitted in response to the notice described in section (3) of this Rule regarding qualifications and performance ability, as well as any statements of qualifications on file. The Board shall conduct discussions with, and may require public presentation by consultants regarding their qualifications, approach to the Project, and ability to furnish the required services. The Board shall then select and list the consultants, in order of preference, deemed to be the most highly capable and qualified to perform the required Professional Services, after considering these and other appropriate criteria:

(i)	The ability and adequacy of the professional personnel employed by each consultant;

(ii)	Whether a consultant is a certified minority business enterprise;

(iii)	Each consultant’s past performance;

(iv)	The willingness of each consultant to meet time and budget requirements;

(v)	The geographic location of each consultant's headquarters, office and personnel in relation to the project;

(vi)	The recent, current, and projected workloads of each consultant; and

(vii)	The volume of work previously awarded to each consultant by the District.

(b)	Nothing in these Rules shall prevent the District from evaluating and eventually selecting a consultant if less than three (3) qualification packages, including packages indicating a desire not to provide Professional Services on a given Project, are received.

(c)	If the selection process is administered by any person or committee other than the full Board, the selection made will be presented to the full Board with a recommendation that competitive negotiations be instituted with the selected firms in order of preference listed.

(d)	Notice of the rankings adopted by the Board, including the rejection of some or all qualification packages, shall be provided in writing to all

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consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s ranking decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

(5)	Competitive Negotiation.

(a)	After the Board has authorized the beginning of competitive negotiations, the District may begin such negotiations with the firm listed as most qualified to perform the required Professional Services at a rate or amount of compensation which the Board determines is fair, competitive, and reasonable.

(b)	In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, the firm receiving the award shall be required to execute a truth-in-negotiation certificate stating that "wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting." In addition, any professional service contract under which such a certificate is required, shall contain a provision that "the original contract price and any additions thereto, shall be adjusted to exclude any significant sums by which the Board determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs."

(c)	Should the District be unable to negotiate a satisfactory agreement with the firm determined to be the most qualified at a price deemed by the District to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the District shall immediately begin negotiations with the second most qualified firm. If a satisfactory agreement with the second firm cannot be reached, those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken.

(d)	Should the District be unable to negotiate a satisfactory agreement with one of the top three (3) ranked consultants, additional firms shall be selected by the District, in order of their competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

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(6)	Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

(7)	Continuing Contract. Nothing in this Rule shall prohibit a Continuing Contract between a consultant and the District.

(8)	Emergency Purchase. The District may make an Emergency Purchase without complying with these Rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, 287.055, Fla. Stat.

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Rule 3.2	Procedure Regarding Auditor Selection.

In order to comply with the requirements of Section 218.391 of the Florida Statutes, the following procedures are outlined for selection of firms or individuals to provide Auditing Services and for the negotiation of such contracts.

(1)	Definitions.

(a)	"Auditing Services" means those services within the scope of the practice of a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

(b)	"Committee" means the audit selection committee appointed by the Board as described in section (2) of this Rule.

(2)	Establishment of Audit Committee. Prior to a public announcement under section
	(4) of this Rule that Auditing Services are required, the Board shall establish an audit selection committee (“Committee”), the primary purpose of which is to assist the Board in selecting an auditor to conduct the annual financial audit required by Section 218.39 of the Florida Statutes. The Committee should include at least three individuals, some or all of whom may also serve as members of the Board. The establishment and selection of the Committee must be conducted at a publicly noticed and held meeting of the Board.

(3)	Establishment of Minimum Qualifications and Evaluation Criteria. Prior to a public announcement under section (4) of this Rule that Auditing Services are required, the Committee shall meet at a publicly noticed meeting to establish minimum qualifications and factors to use for the evaluation of Auditing Services to be provided by a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

(a)	Minimum Qualifications. In order to be eligible to submit a proposal, a firm must, at all relevant times including the time of receipt of the proposal by the District:

(i)	Hold all required applicable federal licenses in good standing, if any;

(ii)	Hold all required applicable state professional licenses in good standing;

(iii)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with

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Chapter 607 of the Florida Statutes, if the proposer is a corporation; and

(iv)	Meet any pre-qualification requirements established by the Committee and set forth in the RFP or other specifications.

If requested in the RFP or other specifications, evidence of compliance with the minimum qualifications as established by the Committee must be submitted with the proposal.

(b)	Evaluation Criteria. The factors established for the evaluation of Auditing Services by the Committee shall include, but are not limited to:

(i)	Ability of personnel;

(ii)	Experience;

(iii)	Understanding of scope of work;

(iv)	Ability to furnish the required services; and

(v)	Such other factors as may be determined by the Committee to be applicable to its particular requirements.

The Committee may also choose to consider compensation as a factor. If the Committee establishes compensation as one of the factors, compensation shall not be the sole or predominant factor used to evaluate proposals.

(4)	Public Announcement. After identifying the factors to be used in evaluating the proposals for Auditing Services as set forth in section (3) of this Rule, the Committee shall publicly announce the opportunity to provide Auditing Services. Such public announcement shall include a brief description of the audit and how interested firms can apply for consideration and obtain the RFP. The notice shall appear in at least one (1) newspaper of general circulation in the District and the county in which the District is located. The public announcement shall allow for at least seven (7) days for the submission of proposals.

(5)	Request for Proposals. The Committee shall provide interested firms with a Request for Proposals (“RFP”). The RFP shall provide information on how proposals are to be evaluated and such other information the Committee determines is necessary for the firm to prepare a proposal. The RFP shall state the time and place for submitting proposals.

(6)	Committee’s Evaluation of Proposals and Recommendation. The Committee shall meet at a publicly held meeting that is publicly noticed for a reasonable time in advance of the meeting to evaluate all qualified proposals and may, as part of

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the evaluation, require that each interested firm provide a public presentation where the Committee may conduct discussions with the firm, and where the firm may present information, regarding the firm’s qualifications. At the public meeting, the Committee shall rank and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to subsection
(3)(b) of this Rule. If fewer than three firms respond to the RFP or if no firms respond to the RFP, the Committee shall recommend such firm as it deems to be the most highly qualified. Notwithstanding the foregoing, the Committee may recommend that any and all proposals be rejected.

(7)	Board Selection of Auditor.

(a)	Where compensation was not selected as a factor used in evaluating the proposals, the Board shall negotiate with the firm ranked first and inquire of that firm as to the basis of compensation. If the Board is unable to negotiate a satisfactory agreement with the first ranked firm at a price deemed by the Board to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the Board shall immediately begin negotiations with the second ranked firm. If a satisfactory agreement with the second ranked firm cannot be reached, those negotiations shall be terminated and negotiations with the third ranked firm shall be undertaken. The Board may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one firm at a time. If the Board is unable to negotiate a satisfactory agreement with any of the selected firms, the Committee shall recommend additional firms in order of the firms’ respective competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

(b)	Where compensation was selected as a factor used in evaluating the proposals, the Board shall select the highest-ranked qualified firm.

(c)	In negotiations with firms under this Rule, the Board may allow the District Manager, District Counsel, or other designee to conduct negotiations on its behalf.

(d)	Notwithstanding the foregoing, the Board may reject any or all proposals. The Board shall not consider any proposal, or enter into any contract for Auditing Services, unless the proposed agreed-upon compensation is reasonable to satisfy the requirements of Section 218.39 of the Florida Statutes, and the needs of the District.

(8)	Contract. Any agreement reached under this Rule shall be evidenced by a written contract, which may take the form of an engagement letter signed and executed by

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both parties. The written contract shall include all provisions and conditions of the procurement of such services and shall include, at a minimum, the following:

(a)	A provision specifying the services to be provided and fees or other compensation for such services;

(b)	A provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract;

(c)	A provision setting forth deadlines for the auditor to submit a preliminary draft audit report to the District for review and to submit a final audit report no later than July 1 of the fiscal year that follows the fiscal year for which the audit is being conducted;

(d)	A provision specifying the contract period, including renewals and conditions under which the contract may be terminated or renewed. No contract shall continue, or allow the contract to be renewed, for a period of more than three years from the date of its execution. A renewal may be done without the use of the auditor selection procedures provided in this Rule, but must be in writing.

(e)	Provisions required by law that require the auditor to comply with public records laws.

(9)	Notice of Award. Once a negotiated agreement with a firm or individual is reached, or the Board authorizes the execution of an agreement with a firm where compensation was a factor in the evaluation of proposals, notice of the intent to award, including the rejection of some or all proposals, shall be provided in writing to all proposers by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests regarding the award of contracts under this Rule shall be as provided for in Rule 3.11. No proposer shall be entitled to recover any costs of proposal preparation or submittal from the District.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 218.391, Fla. Stat.

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Rule 3.3	Purchase of Insurance.

(1)	Scope. The purchases of life, health, accident, hospitalization, legal expense, or annuity insurance, or all of any kinds of such insurance for the officers and employees of the District, and for health, accident, hospitalization, and legal expenses upon a group insurance plan by the District, shall be governed by this Rule. This Rule does not apply to the purchase of any other type of insurance by the District, including but not limited to liability insurance, property insurance, and directors and officers insurance. Nothing in this Rule shall require the District to purchase insurance.

(2)	Procedure. For a purchase of insurance within the scope of these Rules, the following procedure shall be followed:

(a)	The Board shall cause to be prepared a Notice of Invitation to Bid.

(b)	Notice of the Invitation to Bid shall be advertised at least once in a newspaper of general circulation within the District. The notice shall allow at least fourteen (14) days for submittal of bids.

(c)	The District may maintain a list of persons interested in receiving notices of Invitations to Bid. Persons who provide their name and address to the District Manager for inclusion on the list shall receive notices by mail.

(d)	Bids shall be opened at the time and place noted in the Invitation to Bid.

(e)	If only one (1) response to an Invitation is received, the District may proceed with the purchase. If no response to an Invitation to Bid is received, the District may take whatever steps are reasonably necessary in order to proceed with the purchase.

(f)	The Board has the right to reject any and all bids and such reservations shall be included in all solicitations and advertisements.

(g)	Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies that have submitted reasonable and timely bids and, in the opinion of the District, are fully qualified and capable of meeting all services and requirements. Bid responses shall be evaluated in accordance with the specifications and criteria contained in the Invitation to Bid; in addition, the total cost to the District, the cost, if any, to the District officers, employees, or their dependents, the geographic location of the company’s headquarters and offices in relation to the District, and the ability of the company to guarantee premium stability may be considered. A contract to purchase insurance shall be awarded to that company whose response to the

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Invitation to Bid best meets the overall needs of the District, its officers, employees, and/or dependents.

(h)	Notice of the intent to award, including rejection of some or all bids, shall be provided in writing to all bidders by United States Mail, by hand delivery, or by overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of insurance under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: § 112.08, Fla. Stat.

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Rule 3.4	Pre-qualification

(1)	Scope. In its discretion, the District may undertake a pre-qualification process in accordance with this Rule for vendors to provide construction services, goods, supplies, and materials, Contractual Services, and maintenance services.

(2)	Procedure. When the District seeks to pre-qualify vendors, the following procedures shall apply:

(a)	The Board shall cause to be prepared a Request for Qualifications.

(b)	For construction services exceeding the thresholds described in Section 255.20 of the Florida Statutes, the Board must advertise the proposed pre-qualification criteria and procedures and allow at least seven (7) days notice of the public hearing for comments on such pre-qualification criteria and procedures. At such public hearing, potential vendors may object to such pre-qualification criteria and procedures. Following such public hearing, the Board shall formally adopt pre-qualification criteria and procedures prior to the advertisement of the Request for Qualifications for construction services.

(c)	The Request for Qualifications shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall allow at least seven (7) days for submittal of qualifications for goods, supplies and materials, Contractual Services, maintenance services, and construction services under two hundred fifty thousand dollars ($250,000). The notice shall allow at least twenty-one (21) days for submittal of qualifications for construction services estimated to cost over two hundred fifty thousand dollars ($250,000) and thirty (30) days for construction services estimated to cost over five hundred thousand dollars ($500,000).

(d)	The District may maintain lists of persons interested in receiving notices of Requests for Qualifications. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any pre-qualification determination or contract awarded in accordance with these Rules and shall not be a basis for a protest of any pre-qualification determination or contract award.

(e)	If the District has pre-qualified vendors for a particular category of purchase, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies or

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responses in response to the applicable Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

(f)	In order to be eligible to submit qualifications, a firm or individual must, at the time of receipt of the qualifications:

(i)	Hold the required applicable state professional licenses in good standing;

(ii)	Hold all required applicable federal licenses in good standing, if any;

(iii)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

(iv)	Meet any special pre-qualification requirements set forth in the Request for Qualifications.

Evidence of compliance with these Rules must be submitted with the qualifications if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the qualifications.

(g)	Qualifications shall be presented to the Board, or a committee appointed by the Board, for evaluation in accordance with the Request for Qualifications and this Rule. Minor variations in the qualifications may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature.

(h)	All vendors determined by the District to meet the pre-qualification requirements shall be pre-qualified. To assure full understanding of the responsiveness to the requirements contained in a Request for Qualifications, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion and revision of qualifications. For construction services, any contractor pre-qualified and considered eligible by the Department of Transportation to bid to perform the type of work the project entails shall be presumed to be qualified to perform the project.

(i)	The Board shall have the right to reject all qualifications if there are not enough to be competitive or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of qualification preparation or submittal from the District.

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(j)	Notice of intent to pre-qualify, including rejection of some or all qualifications, shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s pre-qualification decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11; provided however, protests related to the pre-qualification criteria and procedures for construction services shall be resolved in accordance with section
	(2)(b) of this Rule and Section 255.20(1)(b) of the Florida Statutes.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 190.033, 255.0525, 255.20, Fla. Stat.

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Rule 3.5	Construction Contracts, Not Design-Build.

(1)	Scope. All contracts for the construction or improvement of any building, structure, or other public construction works authorized by Chapter 190 of the Florida Statutes, the costs of which are estimated by the District in accordance with generally accepted cost accounting principles to be in excess of the threshold amount for applicability of Section 255.20 of the Florida Statutes, as that amount may be indexed or amended from time to time, shall be let under the terms of these Rules and the procedures of Section 255.20 of the Florida Statutes, as the same may be amended from time to time. A project shall not be divided solely to avoid the threshold bidding requirements.

(2)	Procedure. When a purchase of construction services is within the scope of this Rule, the following procedures shall apply:

(a)	The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

(b)	Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation in the District and in the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least twenty-one (21) days for submittal of sealed bids, proposals, replies, or responses, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of bids, proposals, replies, or responses. If the Board has previously pre-qualified contractors pursuant to Rule 3.4 and determined that only the contractors that have been pre-qualified will be permitted to submit bids, proposals, replies, and responses, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation need not be published. Instead, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be sent to the pre-qualified contractors by United States Mail, hand delivery, facsimile, or overnight delivery service.

(c)	The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

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(d)	If the District has pre-qualified providers of construction services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, or responses to Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations.

(e)	In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

(i)	Hold the required applicable state professional licenses in good standing;

(ii)	Hold all required applicable federal licenses in good standing, if any;

(iii)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the bidder is a corporation; and

(iv)	Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects such as safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response, if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

(f)	Bids, proposals, replies, and responses, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting, and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals,

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Invitation to Negotiate, or Competitive Solicitation and these Rules. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

(g)	The lowest Responsive Bid submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

(h)	The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No contractor shall be entitled to recover any costs of bid, proposal, response, or reply preparation or submittal from the District.

(i)	The Board may require potential contractors to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

(j)	Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses, shall be provided in writing to all contractors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of construction services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

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(k)	If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase construction services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may take whatever steps reasonably necessary in order to proceed with the procurement of construction services, which steps may include a direct purchase of the construction services without further competitive selection processes.

(3)	Sole Source; Government. Construction services that are only available from a single source are exempt from this Rule. Construction services provided by governmental agencies are exempt from this Rule. This Rule shall not apply to the purchase of construction services, which may include goods, supplies, or materials, that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules. A contract for construction services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

(4)	Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

(5)	Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board Meeting.

(6)	Exceptions. This Rule is inapplicable when:

(a)	The project is undertaken as repair or maintenance of an existing public facility;

(b)	The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

(c)	The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contractor; or

(d)	The District, after public notice, conducts a public meeting under Section 286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.

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Rule 3.6	Construction Contracts, Design-Build.

(1)	Scope. The District may utilize Design-Build Contracts for any public construction project for which the Board determines that use of such contract is in the best interest of the District. When letting a Design-Build Contract, the District shall use the following procedure:

(2)	Procedure.

(a)	The District shall utilize a Design Criteria Professional meeting the requirements of Section 287.055(2)(k) of the Florida Statutes, when developing a Design Criteria Package, evaluating the proposals and qualifications submitted by Design-Build Firms, and determining compliance of the project construction with the Design Criteria Package. The Design Criteria Professional may be an employee of the District, may be the District Engineer selected by the District pursuant to Section 287.055 of the Florida Statutes, or may be retained pursuant to Rule 3.1. The Design Criteria Professional is not eligible to render services under a Design-Build Contract executed pursuant to the Design Criteria Package.

(b)	A Design Criteria Package for the construction project shall be prepared and sealed by the Design Criteria Professional. If the project utilizes existing plans, the Design Criteria Professional shall create a Design Criteria Package by supplementing the plans with project specific requirements, if any.

(c)	The Board may either choose to award the Design-Build Contract pursuant to the competitive proposal selection process set forth in Section 287.055(9) of the Florida Statutes, or pursuant to the qualifications based selection process pursuant to Rule 3.1.

(i)	Qualifications-Based Selection. If the process set forth in Rule 3.1 is utilized, subsequent to competitive negotiations, a guaranteed maximum price and guaranteed completion date shall be established.

(ii)	Competitive Proposal-Based Selection. If the competitive proposal selection process is utilized, the Board, in consultation with the Design Criteria Professional, shall establish the criteria, standards and procedures for the evaluation of Design-Build Proposals based on price, technical, and design aspects of the project, weighted for the project. After a Design Criteria Package and the standards and procedures for evaluation of proposals have been developed, competitive proposals from qualified firms shall be solicited pursuant to the design criteria by the following procedure:

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1.	A Request for Proposals shall be advertised at least once in a newspaper of general circulation in the county in which the District is located. The notice shall allow at least twenty-one (21) days for submittal of sealed proposals, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of proposals.

2.	The District may maintain lists of persons interested in receiving notices of Requests for Proposals. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

3.	In order to be eligible to submit a proposal, a firm must, at the time of receipt of the proposals:

a.	Hold the required applicable state professional licenses in good standing, as defined by Section 287.055(2)(h) of the Florida Statutes;

b.	Hold all required applicable federal licenses in good standing, if any;

c.	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation;

d.	Meet any special pre-qualification requirements set forth in the Request for Proposals and Design Criteria Package.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects such as safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

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Evidence of compliance with these Rules must be submitted with the proposal if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the proposal.

4.	The proposals, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting, and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. In consultation with the Design Criteria Professional, the Board shall evaluate the proposals received based on evaluation criteria and procedures established prior to the solicitation of proposals, including but not limited to qualifications, availability, and past work of the firms and the partners and members thereof. The Board shall then select no fewer than three (3) Design-Build Firms as the most qualified.

5.	The Board shall have the right to reject all proposals if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of proposal preparation or submittal from the District.

6.	If less than three (3) proposals are received, the District may purchase design-build services or may reject the proposals for lack of competitiveness. If no proposals are received, the District may take whatever steps reasonably necessary in order to proceed with the procurement of design-build services, which steps may include a direct purchase of the design-build services without further competitive selection processes.

7.	Notice of the rankings adopted by the Board, including the rejection of some or all proposals, shall be provided in writing to all consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s rankings under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

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8.	The Board shall negotiate a contract with the firm ranking the highest based on the evaluation standards and shall establish a price which the Board determines is fair, competitive and reasonable. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the second most qualified firm, based on the ranking by the evaluation standards. Failing accord with the second most qualified firm, the Board must terminate negotiations. The Board shall then undertake negotiations with the third most qualified firm. Should the Board be unable to negotiate a satisfactory contract with any of the selected firms, the Board shall select additional firms in order of their rankings based on the evaluation standards and continue negotiations until an agreement is reached or the list of firms is exhausted.

9.	After the Board contracts with a firm, the firm shall bring to the Board for approval, detailed working drawings of the project.

10.	The Design Criteria Professional shall evaluate the compliance of the detailed working drawings and project construction with the Design Criteria Package, and shall provide the Board with a report of the same.

(3)	Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

(4)	Emergency Purchase. The Board may, in case of public emergency, declare an emergency and immediately proceed with negotiations with the best qualified Design-Build Firm available at the time. The fact that an Emergency Purchase has occurred shall be noted in the minutes of the next Board meeting.

(5)	Exceptions. This Rule is inapplicable when:

(a)	The project is undertaken as repair or maintenance of an existing public facility;

(b)	The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

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(c)	The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contractor; or

(d)	The District, after public notice, conducts a public meeting under Section 286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.

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Rule 3.7	Payment and Performance Bonds.

(1)	Scope. This Rule shall apply to contracts for the construction of a public building, for the prosecution and completion of a public work, or for repairs upon a public building or public work, and shall be construed in addition to terms prescribed by any other Rule that may also apply to such contracts.

(2)	Required Bond. Upon entering into a contract for any of the services described in section (1) of this Rule in excess of $200,000, the Board should require that the contractor, before commencing the work, execute and record a payment and performance bond in an amount equal to the contract price. Notwithstanding the terms of the contract or any other law, the District may not make payment to the contractor until the contractor has provided to the District a certified copy of the recorded bond.

(3)	Discretionary Bond. At the discretion of the Board, upon entering into a contract for any of the services described in section (1) of this Rule for an amount not exceeding $200,000, the contractor may be exempted from executing a payment and performance bond.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: § 255.05, Fla. Stat.

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Rule 3.8	Goods, Supplies, and Materials.

(1)	Purpose and Scope. All purchases of goods, supplies, or materials exceeding the amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, shall be purchased under the terms of this Rule. Contracts for purchases of “goods, supplies, and materials” do not include printing, insurance, advertising, or legal notices. A contract involving goods, supplies, or materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

(2)	Procedure. When a purchase of goods, supplies, or materials is within the scope of this Rule, the following procedures shall apply:

(a)	The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

(b)	Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

(c)	The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, or Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

(d)	If the District has pre-qualified suppliers of goods, supplies, and materials, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, or responses.

(e)	In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

(i)	Hold the required applicable state professional licenses in good standing;

(ii)	Hold all required applicable federal licenses in good standing, if any;

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(iii)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

(iv)	Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Any firm or individual whose principal place of business is outside the State of Florida must also submit a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that foreign state to business entities whose principal places of business are in that foreign state, in the letting of any or all public contracts. Failure to submit such a written opinion or submission of a false or misleading written opinion may be grounds for rejection of the bid, proposal, reply, or response.

(f)	Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and this Rule. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

(g)	The lowest Responsive Bid, after taking into account the preferences provided for in this subsection, submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be accepted. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which does not grant a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the

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lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference of five (5) percent. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which grants a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference equal to the preference granted by such foreign state.

To assure full understanding of the responsiveness to the solicitation requirements contained in an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

(h)	The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

(i)	The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

(j)	Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of goods, supplies, and materials under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

(k)	If less than three (3) bids, proposals, replies, or responses are received, the District may purchase goods, supplies, or materials, or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may take whatever steps reasonably necessary in order to proceed with the procurement of goods, supplies, and materials, which steps may include a

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direct purchase of the goods, supplies, and materials without further competitive selection processes.

(3)	Goods, Supplies, and Materials included in a Construction Contract Awarded Pursuant to Rule 3.5 or 3.6. There may be occasions where the District has undergone the competitive purchase of construction services which contract may include the provision of goods, supplies, or materials. In that instance, the District may approve a change order to the contract and directly purchase the goods, supplies, and materials. Such purchase of goods, supplies, and materials deducted from a competitively purchased construction contract shall be exempt from this Rule.

(4)	Exemption. Goods, supplies, and materials that are only available from a single source are exempt from this Rule. Goods, supplies, and materials provided by governmental agencies are exempt from this Rule. A contract for goods, supplies, or materials is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process. This Rule shall not apply to the purchase of goods, supplies or materials that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules.

(5)	Renewal. Contracts for the purchase of goods, supplies, and/or materials subject to this Rule may be renewed for a period that may not exceed three (3) years or the term of the original contract, whichever period is longer.

(6)	Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 189.053, 190.033, 287.017, 287.084, Fla. Stat.

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Rule 3.9	Maintenance Services.

(1)	Scope. All contracts for maintenance of any District facility or project shall be set under the terms of this Rule if the cost exceeds the amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR. A contract involving goods, supplies, and materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

(2)	Procedure. When a purchase of maintenance services is within the scope of this Rule, the following procedures shall apply:

(a)	The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

(b)	Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

(c)	The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

(d)	If the District has pre-qualified suppliers of maintenance services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, and responses.

(e)	In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

(i)	Hold the required applicable state professional licenses in good standing;

(ii)	Hold all required applicable federal licenses in good standing, if any;

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(iii)	Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

(iv)	Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

(f)	Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and these Rules. Minor variations in the bids, proposals, replies, and responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

(g)	The lowest Responsive Bid submitted in response to an Invitation to Bid by a Responsive and Responsible Bidder shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate or Competitive Solicitation the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, or responses.

(h)	The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No Vendor shall be

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entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

(i)	The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

(j)	Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of maintenance services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

(k)	If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase the maintenance services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may take whatever steps reasonably necessary in order to proceed with the procurement of maintenance services, which steps may include a direct purchase of the maintenance services without further competitive selection processes.

(3)	Exemptions. Maintenance services that are only available from a single source are exempt from this Rule. Maintenance services provided by governmental agencies are exempt from this Rule. A contract for maintenance services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

(4)	Renewal. Contracts for the purchase of maintenance services subject to this Rule may be renewed for a period that may not exceed three (3) years or the term of the original contract, whichever period is longer.

(5)	Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

(6)	Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), 190.033, Fla. Stat.
Law Implemented: §§ 119.0701, 190.033, 287.017, Fla. Stat.

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Rule 3.10	Contractual Services.

(1)	Exemption from Competitive Purchase. Pursuant to Section 190.033(3) of the Florida Statutes, Contractual Services shall not be subject to competitive purchasing requirements. If an agreement is predominantly for Contractual Services, but also includes maintenance services or the purchase of goods and services, the contract shall not be subject to competitive purchasing requirements. Regardless of whether an advertisement or solicitation for Contractual Services is identified as an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, no rights or remedies under these Rules, including but not limited to protest rights, are conferred on persons, firms, or vendors proposing to provide Contractual Services to the District.

(2)	Contracts; Public Records. In accordance with Florida law, each contract for Contractual Services shall include provisions required by law that require the contractor to comply with public records laws.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, Fla. Stat.

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Rule 3.11 Protests With Respect To Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, and 3.9.

The resolution of any protests with respect to proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, and 3.9 shall be in accordance with this Rule.

(1)	Filing.

(a)	With respect to a protest regarding qualifications, specifications, documentation, or other requirements contained in a Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation issued by the District, the notice of protest shall be filed in writing within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after the first advertisement of the Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation. A 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 Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s intended decision. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

(b)	Except for those situations covered by subsection (1)(a) of this Rule, any firm or person who is affected adversely by a District’s ranking or intended award under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9 and desires to contest the District’s ranking or intended award, shall file with the District a written notice of protest within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after receipt of the notice of the District’s ranking or intended award. A 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 Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s ranking or intended award. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

(c)	If disclosed in the District’s competitive solicitation documents for a particular purchase under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9, the Board may require any person who files a notice of protest to post a protest bond in the amount equal to 1% of the anticipated contract amount

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that is the subject of the protest. In the event the protest is successful, the protest bond shall be refunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District’s costs, expenses, and attorney’s fees associated with hearing and defending the protest. In the event the protest is settled by mutual agreement of the parties, the protest bond shall be distributed as agreed to by the District and protestor.

(d)	The District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

(2)	Contract Execution. Upon receipt of a notice of protest which has been timely filed, the District shall not execute the contract under protest until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances showing that delay incident to protest proceedings will jeopardize the funding for the project, will materially increase the cost of the project, or will create an immediate and serious danger to the public health, safety, or welfare, the contract may be executed.

(3)	Informal Proceeding. If the Board determines a protest does not involve a disputed issue of material fact, the Board may, but is not obligated to, schedule an informal proceeding to consider the protest. Such informal proceeding shall be at a time and place determined by the Board. Notice of such proceeding shall be sent via facsimile, United States Mail, or hand delivery to the protestor and any substantially affected persons or parties not less than three (3) calendar days prior to such informal proceeding. Within thirty (30) calendar days following the informal proceeding, the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision.

(4)	Formal Proceeding. If the Board determines a protest involves disputed issues of material fact or if the Board elects not to use the informal proceeding process provided for in section (3) of this Rule, the District shall schedule a formal hearing to resolve the protest. The Chairperson shall designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer to conduct the hearing. The hearing officer may:

(a)	Administer oaths and affirmations;

(b)	Rule upon offers of proof and receive relevant evidence;

(c)	Regulate the course of the hearing, including any pre-hearing matters;

(d)	Enter orders; and

(e)	Make or receive offers of settlement, stipulation, and adjustment.

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The hearing officer shall, within thirty (30) days after the hearing or receipt of the hearing transcript, whichever is later, file a recommended order which shall include a caption, time and place of hearing, appearances entered at the hearing, statement of the issues, findings of fact and conclusions of law, separately stated, and a recommendation for final District action. The District shall allow each party fifteen (15) days in which to submit written exceptions to the recommended order. The District shall issue a final order within sixty (60) days after the filing of the recommended order.

(5)	Intervenors. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

(6)	Rejection of all Qualifications, Bids, Proposals, Replies and Responses after Receipt of Notice of Protest. If the Board determines there was a violation of law, defect or an irregularity in the competitive solicitation process, or if the Board determines it is otherwise in the District’s best interest, the Board may reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew. If the Board decides to reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew, any pending protests shall automatically terminate.

(7)	Settlement. Nothing herein shall preclude the settlement of any protest under this Rule at any time.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: § 190.033, Fla. Stat.

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Rule 4.0	Effective Date.

These Rules shall be effective ______________, _____, except that no election of
officers required by these Rules shall be required until after the next regular election for the Board.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

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Tab 6

RESOLUTION 2018-27

RESOLUTION OF THE BOARD OF SUPERVISORS OF
THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT
DISTRICT EXPRESSING ITS INTENT TO UTILIZE THE
UNIFORM METHOD OF LEVYING, COLLECTING, AND
ENFORCING	NON	AD	VALOREM	ASSESSMENTS
WHICH MAY BE LEVIED BY THE DEL WEBB BEXLEY
COMMUNITY	DEVELOPMENT	DISTRICT	IN
ACCORDANCE	WITH	SECTION	197.3632,	FLORIDA
STATUTES;  PROVIDING  A  SEVERABILITY  CLAUSE;
AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Del Webb Bexley Community Development District (“District”) was established pursuant to the provisions of Chapter 190, Florida Statutes, which authorizes the District to levy certain assessments which include benefit and maintenance assessments and further authorizes the District to levy special assessments pursuant to Chapter 170, Florida Statutes, for the acquisition, construction, or reconstruction of assessable improvements authorized by Chapter 190, Florida Statutes; and

WHEREAS, the above referenced assessments are non-ad valorem in nature and, therefore, may be collected under the provisions of Section 197.3632, Florida Statutes, in which the State of Florida has provided a uniform method for the levying, collecting, and enforcing such non-ad valorem assessments; and

WHEREAS, pursuant to Section 197.3632, Florida Statutes, the District has caused notice of a public hearing to be advertised weekly in a newspaper of general circulation within Pasco County for four (4) consecutive weeks prior to such hearing.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD
OF	SUPERVISORS	OF	THE	DEL	WEBB	BEXLEY
COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The Del Webb Bexley Community Development District upon conducting its public hearing as required by Section 197.3632, Florida Statutes, hereby expresses its intent to use the uniform method of collecting assessments imposed by the District as provided in Chapters 170 and 190, Florida Statutes, each of which are non-ad valorem assessments which may be collected annually pursuant to the provisions of Chapter 190, Florida Statutes, for the purpose of paying principal and interest on any and all of its indebtedness and for the purpose of paying the cost of operating and maintaining its assessable improvements. The legal description of the boundaries of the real property subject to a levy of assessments is attached and made a part of this Resolution as Exhibit A. The non-ad valorem assessments and the District’s use of the uniform method of collecting its non-ad valorem assessment(s) may continue in any given year when the Board of Supervisors determines that use of the uniform method for that year is in the best interests of the District.

1

SECTION 2. The District’s Secretary is authorized to provide the Property Appraiser and Tax Collector of Pasco County and the Department of Revenue of the State of Florida with a copy of this Resolution and enter into any agreements with the Property Appraiser and/or Tax Collector necessary to carry out the provisions of this Resolution.

SECTION 3. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 4. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 24th day of January, 2018.

ATTEST:

DEL WEBB BEXLEY COMMUNITY

DEVELOPMENT DISTRICT

_____________________________ Secretary/Assistant Secretary

__________________________________ Chairman, Board of Supervisors

Exhibit A:

Legal Description

2

Exhibit A

DEL WEBB BEXLEY

COMMUNITY DEVELOPMENT DISTRICT

OESCRIPTION:A parcel ofland lying In Sections 9, 10, 15 and 16, Township26 Soulh, Rang,, 18 East. Pasco

County, Florida, and being more particularly described es follows:

COMMENCE at the Southwest corner of said Section 15, run thence along the Wost boundary of said Section 15, N,00'17'40"E., 2702.53 roo~ lhence S.89'42'20"E., 183.00 reel lo Ille POINT OF BEGINNING; lhence N.00•1r4o•E., 124.23 feet to a point of curvature; thence Northerly, 1306.64 feet along the arc of a curve to the left having a radius of 2183.00 fea-t and a central angle of 34•11'40"(chord bear1ng N.1e•s1 ·1o'W.128'7,.22feet) to a point of tangency; lhence N.34'00'00'W..316.72 feetto a point of QJrvalure; lhence Nor1hwestefiy, 492.85

foot along the arc of a curve to the right having a radius of 201 7.00 feet and a central angle of 14•00'00 (chord bearing N.27'00'00'W.,491.62 feel) to a point of tangency; thence N.2o·oo·oo"W., 316.72 reet to a point of

curvature: thence Nortln.,,esterly, 1800.25 feet along the arc of a curve to the left having a radius of 21 :S3.00 feet

and a central angle 0147•15•00· (chord bearing N.43'37'30'W1749.,.67 feet): lhence N.22•4500•e., 42.00 feet:

thence N.02•0CYOO'W., 1730.04 feet; thence N.10•45·oo"W., 752.72 feet to a point on a curve; thenoe Northeasterly, 1106.69 feet akJng the arc of a curve to the left ha\Jlng a radius of 1371.00 feet and a oentral angle

of 46'15'00"(chord bearing N.56'07'30"E.. 1076.119 root) to a point of tangency: thence N.33'00'0"E., 296.39 feet to a point of curvature; thence Nor111easterty, 448.93 feet along the ere or a curve to the righ1having a radius or 1429.00 feet and a central angle of 18'00'00"(chord bearing N,42•00•00-e .. 447.09 feet) to a point <>f tangency;

thence N.s1•oooo·E, 109. 14 feet to a pol.nt of wrvature; thence Easterly, 39.27 feet along the arc or .a curve to

the right having a radius of 25.00 feet and a central angle of 90'00'00"(chord beann9 S.84'00'00..-E35.36 feet)

to a point of tangency; thence S.39°00'00"-E., 28.69 feel to a point of curvature: thence Southeastecly. 546.26 feet along the arc of a curve to the right having a radiu$ of 1429.00 feet and a central angkl- of 21 •54-•os" (chord bearing s.2a•02"66"E., 542.94 feet) to a point of reverse Q.Jrvature; thence Southeasterly, 1505.37 feet along the arc of a wrve to the klft having a radius of 1571.00 feet and a central angle of 54°54'08"(chord bearillg

S.44°32156nE., 1448.43 feet) to a point of tangency; lhenoe S.72°00'00"E., 275.00 feet to a point of curvature; thenoe Southeaster1y, 1122.22 feet along the arc of a curve to the right having a radius of 1429.00 feet and a oentral angle of 44• 59•43" {chord bearing S.49°30'08"E., 1093.60 feet) to a point of reve.rse curvature; thence Southeasterty, 740.19 feet along the arc of a curve to the '8fthaving a radius or 1571 .00 foot and a cen tral angle of 26°59'43• {chord bearing SA0°30'08"E., 733.36 feet) to a point of reverse curvature; thence Southeasterly, 1361.32 feet along the arc of a curve ,o the right having a radius of 1429.00 feet and a central angle of 54•34•55• (diord bearing s .26•4 2'32'E,1310..42 feet) to a point of tangency; thenc& S.00•34•5s•w .• 554-.00 feet to a point of curvature; thence Southwester1y, 39.27 feet along the arc of a curve to the right having a radius or 25.00 feet and a oentral angle of 90°00'00·{chord bearing S.45°34'55"W., 35.36 feet) to a point of tangency: thence N.89"25'05'W.,174.00 feet lo a point of rurvature; lhence Southwesterly, 1319.35 feet along the arc of a curve to the left having a radius of 1071 .00 feet and a central angle of 70°34'55"(diord bearing S.55°17'28'W.• 1237.50 feel) to a point or tangency; thence S.20°00'00"W., 1257 .25 feet to a point of curvature: thence S-0Uthwester1y, 1257.28 feet along the arc of a ctJrve to the right having a radius of 1429.00 f&e-t and a oentral angle of 50°24'39' (chord bearing SAS0 12·19·w., 1217.12 feet) to a point of tangency; thence S.70"24'39"W•• 93.58 feet 'loa point of curvature; thence Northwesterly, 67.12 feet along the arc or a curve to the right haWlg a radius of 35.00 feet and a central angle of 109°53'01" (chord bearing N.54-•38'51'W.,57.30 feet) to the POINT OF BEGINNING.

Containing 428.934 acres, more or less.

3

Tab 7

RESOLUTION 2018-28

THE ANNUAL APPROPRIATION RESOLUTION OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT (“DISTRICT”) RELATING TO THE ANNUAL APPROPRIATIONS AND ADOPTING THE BUDGETS FOR THE FISCAL YEAR BEGINNING OCTOBER 1, 2017, AND ENDING SEPTEMBER 30, 2018; AUTHORIZING BUDGET AMENDMENTS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Del Webb Bexley Community Development District (hereinafter the “District”) is a local unit of special-purpose government, which became effective on October 30, 2017, and being situated entirely within Pasco County, Florida; and

WHEREAS, the District Manager has heretofore prepared and submitted to the Board of Supervisors (“Board”) of the District a proposed budget (“Proposed Budget”) for the remainder of the fiscal year ending September 30, 2018 (“Fiscal Year 2017/2018”); and

WHEREAS, at least sixty (60) days prior to the adoption of the Proposed Budget, the District filed a copy of the Proposed Budget with the local governing authorities having jurisdiction over the area included in the District pursuant to the provisions of Section 190.008(2)(b), Florida Statutes; and

WHEREAS, the Board set January 24, 2018, as the date for a public hearing thereon and caused notice of such public hearing to be given by publication; and

WHEREAS, the District Manager posted the Proposed Budget on the District’s website at least two days before the public hearing (or if the District does not yet have its own website, the District Manager timely transmitted the Proposed Budget to the managers or administrators of the local governing authorities for posting on their websites); and

WHEREAS, Section 190.008(2)(a), Florida Statutes , requires that the Board, by passage of the Annual Appropriation Resolution, adopt a budget for the fiscal year and appropriate such sums of money as the Board deems necessary to defray all expenditures of the District during the ensuing fiscal year; and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT:

1

SECTION 1. BUDGET

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

b.	The Proposed Budget, attached hereto as Exhibit “A,” as amended by the Board, is hereby adopted in accordance with the provisions of Section 190.008(2)(a), Florida Statutes (“Adopted Budget”), and incorporated herein by reference; provided, however, that the comparative figures contained in the Adopted Budget may be subsequently revised as deemed necessary by the District Manager to reflect actual revenues and expenditures.

c.	The Adopted Budget, as amended, shall be maintained in the office of the District Manager and at the District’s Local Records Office and identified as “The Budget for the Del Webb Bexley Community Development District for the Fiscal Year Ending September 30, 2018.”

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

SECTION 2. APPROPRIATIONS

There is hereby appropriated out of the revenues of the District, for Fiscal Year 2017/2018, the sum of $ ______________________ to be raised by the levy of assessments and otherwise, which sum is deemed by the Board to be necessary to defray all expenditures of the
District during said budget year, to be divided and appropriated in the following fashion:

TOTAL GENERAL FUND

$__________________

TOTAL ALL FUNDS

$__________________

SECTION 3. BUDGET AMENDMENTS

Pursuant to Section 189.016, Florida Statutes, the District at any time within Fiscal Year 2017/2018 or within sixty (60) days following the end of the Fiscal Year 2017/2018 may amend its Adopted Budget for that fiscal year as follows:

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

b.	The District Manager or Treasurer may authorize an increase or decrease in line item appropriations within a fund if the total appropriations of the fund do not

2

increase and if the aggregate change in the original appropriation item does not exceed $10,000 or 10% of the original appropriation.

c.	By resolution, the Board may increase any appropriation item and/or fund to reflect receipt of any additional unbudgeted monies and make the corresponding change to appropriations or the unappropriated balance.

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

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

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

PASSED AND ADOPTED this 24th day of January, 2018.

Attest:

DEL WEBB BEXLEY COMMUNITY

DEVELOPMENT DISTRICT

____________________________ Secretary/Assistant Secretary

_______________________________________ Chairman, Board of Supervisors

Exhibit A: Fiscal Year 2017/2018 Budget

3

Exhibit A

Fiscal Year 2017/2018 Budget

Final Budget

Del Webb Bexley Community Development District

General Fund

Fiscal Year 2017/2018

		Actual YTD	Projected		Annual	Projected				Budget			
				Annual				Budget	Budget for		Increase	Comments		
	Chart of Accounts Classification		through			Budget for								
					Totals		variance for	2017/2018	(Decrease)			
			11/08/17			2016/2017						
				2016/2017		2016/2017			vs 2016/2017			

1																
2	REVENUES															
3																
14	Special Assessments															
15	Tax Roll*	$	-	$	-	$	-	$	-	$	-	$	-			
17	Off Roll*	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
19	Developer Contributions	$	-	$	-	$	-	$	-	$	-	$	-			
31																
32	TOTAL REVENUES	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
33																
35																
36	TOTAL REVENUES AND BALANCE FORWARD	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
37																
38	*Allocation of assessments between the Tax Roll	and Off Roll	are estimates	only and subject to change prior to certification.			
39																
40	EXPENDITURES - ADMINISTRATIVE															
41																
42	Legislative															
43	Supervisor Fees	$	-	$	-	$	-	$	-	$	-	$	-			
44	Financial & Administrative															
45	Administrative Services	$	-	$	-	$	-	$	-	$	4,500	$	4,500			
46	District Management	$	-	$	-	$	-	$	-	$	20,100	$	20,100			
47	District Engineer	$	-	$	-	$	-	$	-	$	7,500	$	7,500			
48	Disclosure Report	$	-			$	-	$	-	$	1,000	$	1,000	Once Bonds are issued		
49	Trustees Fees	$	-			$	-	$	-	$	5,000	$	5,000	Once Bonds are issued		
50	Assessment Roll	$	-			$	-	$	-	$	5,000	$	5,000	Once Bonds are issued		
51	Financial & Revenue Collections	$	-	$	-	$	-	$	-	$	3,600	$	3,600			
52	Accounting Services	$	-	$	-	$	-	$	-	$	18,000	$	18,000			
53	Auditing Services	$	-			$	-	$	-	$	4,500	$	4,500	Once Bonds are issued		
54	Arbitrage Rebate Calculation	$	-			$	-	$	-	$	750	$	750			
55	Miscellaneous Mailings	$	-	$	-	$	-	$	-	$	-	$	-			
59	Public Officials Liability Insurance	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
60	Legal Advertising	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
61	Bank Fees	$	-	$	-	$	-	$	-	$	150	$	150			
62	Dues, Licenses & Fees	$	-	$	-	$	-	$	-	$	100	$	100			
63	Miscellaneous Fees	$	-	$	-	$	-	$	-	$	10,000	$	10,000			
64	Tax Collector /Property Appraiser Fees	$	-	$	-	$	-	$	-	$	-	$	-			
65	Property Taxes	$	-			$	-	$	-	$	-	$	-			
66	Website Hosting, Maintenance, Backup (and	$	-	$	-	$	-	$	-	$	3,000	$	3,000			
67	Legal Counsel															
68	District Counsel	$	-	$	-	$	-	$	-	$	20,000	$	20,000			
74	Administrative Subtotal	$	-	$	-	$	-	$	-	$	113,200	$	113,200			
75																
76	EXPENDITURES - FIELD OPERATIONS															
77																
111	Stormwater Control															
115	Lake/Pond Bank Maintenance	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
130	General Liability Insurance	$	-	$	-	$	-	$	-	$	6,000	$	6,000			
131	Property Insurance	$	-	$	-	$	-	$	-	$	6,000	$	6,000			
135	Landscape Maintenance	$	-	$	-	$	-	$	-	$	50,000	$	50,000			
136	Ornamental Lighting & Maintenance	$	-	$	-	$	-	$	-	$	-	$	-			
218	Contingency															
220	Miscellaneous Contingency	$	-	$	-	$	-	$	-	$	69,800	$	69,800			
223																
224	Field Operations Subtotal	$	-	$	-	$	-	$	-	$	136,800	$	136,800			
225																
227																
228	TOTAL EXPENDITURES	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
229																
230	EXCESS OF REVENUES OVER EXPENDITURES	$	-	$	-	$	-	$	-	$	-	$	-			
231																

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT
FISCAL YEAR 2017/2018 BUDGET FUNDING AGREEMENT

This Agreement (the “Agreement”) is made and entered into this ____ day of January,
2018, by and between:

Del Webb Bexley Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Pasco County, Florida ("District"), and

Pulte Home Company, LLC, a Michigan limited liability company and a developer of the lands in the District ("Developer") with a mailing address of 2662 South Falkenburg Road, Riverview, Florida 33578.

Recitals

WHEREAS, the District was established by an ordinance adopted by the County Commission of Pasco County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; 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, Developer presently is developing the real property known as Parcel 1 (“Property”) within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and

WHEREAS, the District is adopting its general fund budget for Fiscal Year 2017/2018, which year commenced October 30, 2017, and concludes on September 30, 2018 (the “FY 2018 Budget”); and

WHEREAS, the FY 2018 Budget, which both parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit A; and

WHEREAS, the District has the option of levying non-ad valorem assessments on all land, including the Property owned by the Developer, that will benefit from the activities, operations and services set forth in the FY 2018 Budget, or utilizing such other revenue sources as may be available to it; and

WHEREAS, in lieu of levying assessments on the Property, the Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit A; and

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WHEREAS, the Developer agrees that the activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit A to the Property; and

WHEREAS, the Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit A;

NOW, THEREFORE, based upon good and valuable consideration and the mutual covenants of the parties, the receipt of which and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. The Developer agrees to make available to the District 26% of the monies necessary for the operation of the District, as called for in the FY 2018 Budget attached hereto as Exhibit A, within fifteen (15) days of written request by the District. Amendments to the FY 2018 Budget as shown on Exhibit A adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. In no way shall the foregoing in any way affect the District’s ability to levy special assessments upon the property within the District, including the Property, in accordance with Florida law, to provide funds for any unfunded expenditures whether such expenditures are the result of an amendment to the District’s FY 2018 Budget or otherwise. These payments are made by Developer in lieu of operation and maintenance assessments which might otherwise be levied or imposed by the District.

SECTION 2. The District shall have the right to file a continuing lien (the “Lien”) upon the Property, as described in Exhibit B, attached hereto and incorporated herein, for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys’ fees, paralegals’ fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement of this Lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District’s Lien. The Lien shall be effective as of the date and time of the recording of a “Notice of Lien for the FY 2018 Budget” in the public records of Pasco County, Florida, stating among other things, the description of the real property and the amount due as of the recording of the Notice, and the existence of this Agreement. The District Manager, in its sole discretion, is hereby authorized by the District to file the Notice of Lien for the FY 2018 Budget on behalf of the District, without the need of further Board action authorizing or directing such filing. At the District Manager’s direction, the District may also bring an action at law against the record title holders to the Property to pay the amount due under this Agreement, or may foreclose the Lien against the Property in any manner authorized by law. The District may partially release any filed Lien for portions of the Property subject to a plat if and when the Developers have demonstrated, in the District’s sole discretion, such release will not materially impair the ability of the District to enforce the collection of funds hereunder. In the event the Developers sell any of the Property described in Exhibit B after the execution of this Agreement, the Developers’ rights and obligations under this Agreement shall

2

remain the same, provided however that the District shall only have the right to file a Lien upon the remaining Property owned by the Developers.

SECTION 3. In the event Developer fails to make payments as and when due to the District pursuant to this Agreement, the District shall have the following remedies, in addition to other remedies available at law and equity:

A.	At the Board’s direction, the District may bring an action at law against the record title holder to the Property to pay the amount due under this Agreement, or may foreclose the Lien against the Property in any manner authorized by law. The District may enforce the collection of funds due under this Agreement by action against Developer in the appropriate judicial forum in and for Pasco County, Florida. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District.

B.	The District hereby finds that the activities, operations and services set out in Exhibit A provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal developable acreage basis. Developer agrees that the activities, operations and services set forth in Exhibit A provide a special and peculiar benefit to the Property equal to or in excess of the costs set out in Exhibit A, on an equal developable acreage basis. Therefore, in the alternative, or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to certify amounts due hereunder as a non ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197, Florida Statutes, or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the Pasco County property appraiser. Developer hereby waives and/or relinquishes any rights it may have to challenge or object to such assessments if imposed, as well as the means of collection thereof.

SECTION 4. This instrument shall constitute the final and complete expression of the agreement between the parties relating to the subject matter of this Agreement. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both of the parties hereto.

SECTION 5. The execution of this Agreement has been duly authorized by the appropriate body or official of all parties hereto, each party has complied with all the requirements of law, and each party has full power and authority to comply with the terms and provisions of this instrument.

SECTION 6. 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. In the event that Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to the lands within the District, including the Property, Developer will expressly require that the purchaser agree to be bound by the terms of this Agreement. In the event of such sale or disposition, Developer may place into escrow an amount equal to the then unfunded portion of the adopted FY 2018 Budget to fund any budgeted expenses that may arise during the

3

remainder of the fiscal year and provide the District evidence of assignment of this Agreement to the purchaser. Upon confirmation of the deposit of said funds into escrow, and evidence of such assignment to, and assumption by the purchaser, the Developer’s obligation under this Agreement shall be deemed fulfilled and this Agreement terminated with respect to Developer’s obligations. The parties hereto recognize that Developer is responsible for expenditures of the District in the FY 2018 Budget and that expenditures approved by the Board may exceed the amount adopted in the FY 2018 Budget. Developer shall notify the District in writing ninety (90) days prior to an anticipated sale or disposition of all or substantially all of the Property.

SECTION 7. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described in Paragraph 3 above.

SECTION 8. This Agreement is solely for the benefit of the parties hereto and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any person or entity not a party hereto. 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 provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns subject to the terms of Paragraph 6 above.

SECTION 9. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Venue shall be in Pasco County, Florida.

SECTION 10. 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 with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

SECTION 11. The Agreement shall be effective as of December 22, 2017. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.

SECTION 12. In the event that either 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 all costs incurred, including reasonable attorneys' fees, paralegal fees and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

4

IN WITNESS WHEREOF, the parties execute this Agreement the day and year first written above.

ATTEST:

DEL WEBB BEXLEY COMMUNITY
DEVELOPMENT DISTRICT

____________________________ Secretary/Assistant Secretary

____________________________ Chairman/Vice Chairman

PULTE HOME COMPANY, LLC, a

Michigan limited liability company

___________________________ Witness

_____________________________
By: __________________________

Its: ___________________________

Exhibit A:	Fiscal Year 2017/2018 General Fund Budget
Exhibit B:	Description of the Property

5

Exhibit A

Fiscal Year 2017/2018 General Fund Budget

6

Final Budget

Del Webb Bexley Community Development District

General Fund

Fiscal Year 2017/2018

		Actual YTD	Projected		Annual	Projected				Budget			
				Annual				Budget	Budget for		Increase	Comments		
	Chart of Accounts Classification		through			Budget for								
					Totals		variance for	2017/2018	(Decrease)			
			11/08/17			2016/2017						
				2016/2017		2016/2017			vs 2016/2017			

1																
2	REVENUES															
3																
14	Special Assessments															
15	Tax Roll*	$	-	$	-	$	-	$	-	$	-	$	-			
17	Off Roll*	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
19	Developer Contributions	$	-	$	-	$	-	$	-	$	-	$	-			
31																
32	TOTAL REVENUES	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
33																
35																
36	TOTAL REVENUES AND BALANCE FORWARD	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
37																
38	*Allocation of assessments between the Tax Roll	and Off Roll	are estimates	only and subject to change prior to certification.			
39																
40	EXPENDITURES - ADMINISTRATIVE															
41																
42	Legislative															
43	Supervisor Fees	$	-	$	-	$	-	$	-	$	-	$	-			
44	Financial & Administrative															
45	Administrative Services	$	-	$	-	$	-	$	-	$	4,500	$	4,500			
46	District Management	$	-	$	-	$	-	$	-	$	20,100	$	20,100			
47	District Engineer	$	-	$	-	$	-	$	-	$	7,500	$	7,500			
48	Disclosure Report	$	-			$	-	$	-	$	1,000	$	1,000	Once Bonds are issued		
49	Trustees Fees	$	-			$	-	$	-	$	5,000	$	5,000	Once Bonds are issued		
50	Assessment Roll	$	-			$	-	$	-	$	5,000	$	5,000	Once Bonds are issued		
51	Financial & Revenue Collections	$	-	$	-	$	-	$	-	$	3,600	$	3,600			
52	Accounting Services	$	-	$	-	$	-	$	-	$	18,000	$	18,000			
53	Auditing Services	$	-			$	-	$	-	$	4,500	$	4,500	Once Bonds are issued		
54	Arbitrage Rebate Calculation	$	-			$	-	$	-	$	750	$	750			
55	Miscellaneous Mailings	$	-	$	-	$	-	$	-	$	-	$	-			
59	Public Officials Liability Insurance	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
60	Legal Advertising	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
61	Bank Fees	$	-	$	-	$	-	$	-	$	150	$	150			
62	Dues, Licenses & Fees	$	-	$	-	$	-	$	-	$	100	$	100			
63	Miscellaneous Fees	$	-	$	-	$	-	$	-	$	10,000	$	10,000			
64	Tax Collector /Property Appraiser Fees	$	-	$	-	$	-	$	-	$	-	$	-			
65	Property Taxes	$	-			$	-	$	-	$	-	$	-			
66	Website Hosting, Maintenance, Backup (and	$	-	$	-	$	-	$	-	$	3,000	$	3,000			
67	Legal Counsel															
68	District Counsel	$	-	$	-	$	-	$	-	$	20,000	$	20,000			
74	Administrative Subtotal	$	-	$	-	$	-	$	-	$	113,200	$	113,200			
75																
76	EXPENDITURES - FIELD OPERATIONS															
77																
111	Stormwater Control															
115	Lake/Pond Bank Maintenance	$	-	$	-	$	-	$	-	$	5,000	$	5,000			
130	General Liability Insurance	$	-	$	-	$	-	$	-	$	6,000	$	6,000			
131	Property Insurance	$	-	$	-	$	-	$	-	$	6,000	$	6,000			
135	Landscape Maintenance	$	-	$	-	$	-	$	-	$	50,000	$	50,000			
136	Ornamental Lighting & Maintenance	$	-	$	-	$	-	$	-	$	-	$	-			
218	Contingency															
220	Miscellaneous Contingency	$	-	$	-	$	-	$	-	$	69,800	$	69,800			
223																
224	Field Operations Subtotal	$	-	$	-	$	-	$	-	$	136,800	$	136,800			
225																
227																
228	TOTAL EXPENDITURES	$	-	$	-	$	-	$	-	$	250,000	$	250,000			
229																
230	EXCESS OF REVENUES OVER EXPENDITURES	$	-	$	-	$	-	$	-	$	-	$	-			
231																

Exhibit B

Description of the Property

DESCRIPTION: Bexley Del Webb Phase 1 (by GeoPoint Surveying, Inc)

A parcel of land lying in Sections 9, 10, 15 and 16, Township 26 South, Range 18 East, Pasco County, Florida, and being more particularly described as follows:

COMMENCE at the Southwest corner of said Section 15, run thence along the West boundary
of said Section 15, N.00°17'40"E., 2702.53 feet; thence S.89°42'20"E., 183.00 feet to the POINT
OF BEGINNING; thence N.00°17'40"E., a distance of 124.23 feet; thence Northerly, 1306.64

feet along the arc of a tangent curve to the left having a radius of 2183.00 feet and a central

angle  of  34°17'40"  (chord  bearing  N.16°51'10"W.,  1287.22  feet);  thence  N.34°00'00"W.,  a
distance of 316.72 feet; thence Northwesterly, 492.85 feet along the arc of a tangent curve to
the right having a radius of 2017.00 feet and a central angle of 14°00'00" (chord bearing

N.27°00'00"W.,	491.62	feet);	thence	N.20°00'00"W.,	a	distance	of	316.72	feet;	thence
Northwesterly, 1507.93 feet along the arc of a tangent curve to the left having a radius of
2183.00 feet and a central angle of 39°34’40” (chord bearing N.39°47'20"W., 1478.13 feet);
thence N.30°25'20"E., a distance of 41.56 feet; thence S.88°14'07"E., a distance of 55.73 feet;
thence N.74°09'53"E., a distance of 55.73 feet; thence N.61°58'16"E., a distance of 20.82 feet;

thence N.65°07'00"E., a distance of 407.50 feet; thence N.70°07'11"E., a distance of 53.29 feet;
thence N.89°00'00"E., a distance of 52.16 feet; thence S.72°45'00"E., a distance of 45.53 feet;
thence S.55°45'00"E., a distance of 45.53 feet; thence S.38°45'00"E., a distance of 45.53 feet;
thence S.21°45'00"E., a distance of 45.53 feet; thence S.04°45'00"E., a distance of 45.53 feet;
thence S.08°14'46"W., a distance of 49.10 feet; thence S.09°00'00"W., a distance of 100.00
feet; thence S.81°00'00"E., a distance of 121.00 feet; thence N.09°00'00"E., a distance of 46.47
feet; thence S.81°00'00"E., a distance of 187.26 feet; thence N.57°45'00"E., a distance of

575.76 feet; thence Southeasterly, 421.00 feet along the arc of a non-tangent curve to the left
having a radius of 540.00 feet and a central angle of 44°40'12" (chord bearing S.55°12'33"E.,
410.42 feet); thence N.12°27'21"E., a distance of 80.00 feet; thence Easterly, 550.91 feet along
the arc of a non-tangent curve to the right having a radius of 2040.00 feet and a central angle of
15°28'23" (chord bearing S.69°48'28"E., 549.24 feet); thence S.27°55'44"W., a distance of

80.00 feet; thence Southeasterly, 60.27 feet along the arc of a non-tangent curve to the right
having a radius of 1960.00 feet and a central angle of 01°45'43" (chord bearing S.61°11'25"E.,
60.27 feet); thence S.33°56'00"W., a distance of 70.63 feet; thence S.61°58'32"W., a distance of
56.65 feet; thence S.43°26'00"W., a distance of 50.70 feet; thence S.33°56'00"W., a distance of
52.74 feet; thence S.19°32'00"W., a distance of 50.60 feet; thence S.01°56'00"W., a distance of

55.73 feet; thence S.15°40'00"E., a distance of 55.73 feet; thence S.33°16'00"E., a distance of
64.16 feet; thence S.56°04'00"E., a distance of 72.59 feet; thence S.78°52'00"E., a distance of

64.16 feet; thence N.83°32'00"E., a distance of 55.73 feet; thence N.65°56'00"E., a distance of
55.73 feet; thence N.48°20'00"E., a distance of 50.60 feet; thence N.33°56'00"E., a distance of
52.74 feet; thence N.24°26'00"E., a distance of 50.70 feet; thence S.53°36'05"E., a distance of

20.29 feet; thence S.59°23'00"E., a distance of 57.98 feet; thence S.63°45'00"E., a distance of
57.98 feet; thence S.68°07'00"E., a distance of 57.98 feet; thence S.27°21'56"E., a distance of
36.15 feet; thence S.08°12'45"W., a distance of 50.01 feet; thence S.02°35'00"W., a distance of
65.97 feet; thence S.06°18'26"E., a distance of 75.98 feet; thence S.18°07'34"E., a distance of
75.98 feet; thence S.27°01'00"E., a distance of 65.97 feet; thence S.35°59'00"E., a distance of

65.97 feet; thence S.44°57'00"E., a distance of 65.97 feet; thence S.53°55'00"E., a distance of
65.97 feet; thence S.62°53'00"E., a distance of 65.97 feet; thence S.71°51'00"E., a distance of

7

65.97 feet; thence S.80°49'00"E., a distance of 65.97 feet; thence N.89°26'27"E., a distance of
77.33 feet; thence N.78°55'33"E., a distance of 77.33 feet; thence N.69°11'00"E., a distance of

65.97 feet; thence S.49°49'19"E., a distance of 73.06 feet; thence Southwesterly, 377.18 feet along the arc of a non-tangent curve to the left having a radius of 1071.00 feet and a central angle of 20°10'41" (chord bearing S.30°05'21"W., 375.23 feet); thence S.20°00'00"W., a distance of 1257.25 feet; thence Southwesterly, 1257.28 feet along the arc of a tangent curve to the right having a radius of 1429.00 feet and a central angle of 50°24'39" (chord bearing S.45°12'19"W., 1217.12 feet); thence S.70°24'39"W., a distance of 93.58 feet; thence Northwesterly, 67.12 feet along the arc of a tangent curve to the right having a radius of 35.00 feet and a central angle of 109°53'01" (chord bearing N.54°38'51"W., 57.30 feet) to the POINT OF BEGINNING.

Containing 132.703 acres.

8

FIRST AMENDMENT TO THE BUDGET FUNDING AGREEMENT BETWEEN DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT AND NNP-BEXLEY, LLC

THIS FIRST AMENDMENT (“First Amendment”), is made and entered effective as of the __ day of _________, 2018 (“Effective Date”), by and between:

Del Webb Bexley Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Pasco County, Florida ("District"), and

NNP-Bexley, LLC, a Florida limited liability company and the developer of the lands in the District ("Developer") with a mailing address of 777 S. Harbour Island Blvd., Suite 320, Tampa, Florida 33602, (the “Parties”).

RECITALS

WHEREAS, the District was established by an ordinance adopted by the County Commission of Pasco County, Florida, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District has the option of levying non-ad valorem assessments on all land that will benefit from the activities, operations and services set forth in the Fiscal Year 2017/2018 budget, or utilizing such other revenue sources as may be available to it; and

WHEREAS, in lieu of levying assessments on the property, the District and Developer

entered into that certain Budget Funding Agreement dated , 2017 (“Funding Agreement”), whereby the Developer agreed to contribute that portion of the total monies necessary to fund the District’s operation and maintenance budget which is attributable to the property owned by Developer; and

WHEREAS, as of April 20, 2017, the Developer sold certain acreage that is assigned 219 of the 850 total lots within the District; and

WHEREAS, the Parties desire to amend the Funding Agreement to reflect the decreased percentage of funds Developer will provide for the operation of the District due to the sale of such property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to this First Amendment as follows:

1.	INCORPORATION OF RECITALS. The recitals stated above are true and correct and by this reference are incorporated by reference as a material part of this First Amendment.

Page 1 of 3

2.	AMENDMENT TO SECTION 1 OF THE FUNDING AGREEMENT.  Section 1 of the

Funding Agreement is hereby amended to read as set forth below. Text indicated in strikethrough type is deleted and text indicated by underline type is added.

SECTION 1. The Developer agrees to make available to the District the 74% of the monies necessary for the operation of the District, as called for in the FY 2018 Budget attached hereto as Exhibit A, within fifteen (15) days of written request by the District. Amendments to the FY 2018 Budget as shown on Exhibit A adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. In no way shall the foregoing in any way affect the District’s ability to levy special assessments upon the property within the District, including the Property, in accordance with Florida law, to provide funds for any unfunded expenditures whether such expenditures are the result of an amendment to the District’s FY 2018 Budget or otherwise. These payments are made by Developer in lieu of operation and maintenance assessments which might otherwise be levied or imposed by the District.

4.	AFFIRMATION OF THE FUNDING AGREEMENT.  The District and the Developer

agree that nothing contained herein shall alter or amend the parties’ rights and responsibilities under the Funding Agreement, except to the extent set forth in Section 2 of this First Amendment. The Funding Agreement is hereby affirmed and continues to constitute a valid and binding agreement between the parties.

5.	AUTHORIZATION. The execution of this First Amendment has been duly authorized by the appropriate body or official of the District and the Developer, both the District and the Developer have complied with all the requirements of law, and both the District and the Developer have full power and authority to comply with the terms and provisions of this instrument.

6.	EFFECTIVE DATE. This First Amendment shall be effective after execution by both the District and the Developer.

7.	COUNTERPARTS. This First Amendment 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 PAGE INTENTIONALLY LEFT BLANK]

Page 2 of 3

IN WITNESS THEREOF, the parties execute this First Amendment effective as of the date and year first written above.

ATTEST:

DEL WEBB BEXLEY COMMUNITY
DEVELOPMENT DISTRICT

____________________________________ Secretary/Assistant Secretary

____________________________________ Chairperson, Board of Supervisors

WITNESSES:	NNP-BEXLEY, LLC, a Florida limited	
	liability company	
____________________________________	___________________________________	
Print Name: __________________________	By:	
	Its:		

Page 3 of 3

Tab 8

~ Clearvie
- ~= ---.L~AN::::.i."D DESIGN, WP.L.

Del Webb Bexley Community Development District

Response to RFQ for Engineering Services

January 15, 2018

ra1 Clearview
,a1  LAND DESIGN, P.L.

January 9, 2018

Mr. Matthew E. Huber

District Manager
Rizzetta & Company, Inc.
5844 Old Pasco Road, Suite 100
Wesley Chapel, Florida 33544

Re:

Proposal for Engineering Services

Request to RFQ Published

Del Webb Bexley Community Development District

Dear Mr. Huber:

Clearview Land Design is pleased to present qualifications and credentials to provide professional engineering services for the Del Webb Bexley Community Development District.

Attached please find eight (8) copies of Standard Form 330 for your consideration.

We’re confident our proposal will reveal the experience of Clearview Land Design’s project team. Our team offers extensive experience in large scale master planned communities as well as working with over 20 Community Development Districts. We offer a combined 100+ years of planning, designing, inspecting and managing large scale master planned communities.

We will provide the ideal combination of technical capabilities, enthusiasm, and dedication necessary to meet the needs of the Community Development District. We have extensive technical background and experience on the Del Webb Bexley Project. Our team has been involved with Bexley community planning and technical infrastructure design for well over five years. We are dedicated to the Del Webb Bexley Community Development District.

Should you have any questions or need any additional information, please do not hesitate to contact me at

(813)	223-3919. Sincerely,

CLEARVIEW LAND DESIGN P.L.

Jordan A. Schrader, P.E.

Vice President

cc:	File w/attachments

P:\Marketing\CLD MARKETING\Opportunities\Pasco\Del Webb Bexley CDD\01_Cover Letter.doc

1213 E. 6th Avenue Tampa, FL 33605 • Phone: (813) 223-3919 • Fax: (813) 223-3975

a b o u t	o u r	c o m p a n y

Clearview Land Design is a multi-disciplinary consulting firm focusing on land planning, civil engineering, landscape architecture and environmental services. The leadership group has vast experience in design, permitting, project management, and construction phase services for master-planned communities, roadways, and infrastructure associated with residential, commercial and mixed-use projects.

Beyond our unmatched expertise, Clearview offers personal attention to the unique synergies that are only achieved by decades-long relationships within the company and with agency staff. Clearview helps clients avoid time-consuming problems and can provide quick solutions when they are confronted with unavoidable challenges.

Clearview’s proven team is dedicated to delivering solutions that are designed to be both functional and cost effective. By combining engineers, designers and planners under one roof, Clearview is able to streamline the design and development process and keep projects on schedule with a proactive approach with permitting agencies to expeditiously obtain required engineering permits for stormwater, utilities, and roadway design packages.

Our approach to projects couples our multi-discipline knowledge with years of permitting and development experience, to provide realistic and achievable time lines and budgets, ensuring that our Client’s goals and expectations are met.

Our staff is committed to allocate necessary resources and personnel to deliver services in a timely manner. Clearview project managers meet regularly to evaluate production resources, milestone target dates, design and submittal schedules, and project status.

We offer:

•	Understanding District goals, expectations, and project budgets.

•	Years of practice and understanding the needs and challenges associated with master-planned communities.

•	Comprehensive coordination with the District Board and Team Members.

•	Manage schedule and milestones.

•	Local knowledge and understanding of site.

•	Creative and flexible solutions.

Our key team members have worked closely with developers and Community Development Districts to provide multi-discipline consulting services. With our experience as engineers working both directly and indirectly with multiple CDDs, we are familiar with the process and committed to working with the Del Webb Bexley CDD.

A more detailed account of our project and staff experience is outlined in the following pages of this document.

Toxey Hall, P.E.
President

Before forming Clearview Land Design in 2009, Mr. Hall was with Heidt
&	Associates for 28 years, most recently as President and Owner. He has over 35 years of experience as a Civil Engineer. As president and Owner of Clearview, Toxey manages the day-to-day operations of Clearview. He has design and administrative experience in all aspects of commercial and residential land development engineering. He has administrative management experience with many multi-thousand acre mixed use projects in the Tampa region. Toxey is the former Chairman of the Urban Land Institute Tampa Bay District Council and serves on the National ULI Community Development Council.

Mr. Schrader is a founder and owner of Clearview Land Design,			
P.L. An Honors graduate of the University of Florida, Jordan			
is a Registered Professional Engineer, with over 10 years of			
engineering and surveying experience. Mr. Schrader is responsible			
for project management and design, including due diligence			
evaluations, community master planning, residential / commercial			
infrastructure design, construction services and management of			
multi-disciplinary consulting teams. He has successfully led project			
	Jordan Schrader, P.E.		
teams in Pasco County, Hillsborough County and the City of Tampa.			
		Vice President		
	Mr. Smirch is an Honors graduate of the University of Florida and is a		
	Registered Professional Engineer. With over 20 years of engineering and		
	surveying experience, Mr. Smirch is a founder and Owner of Clearview		
	Land Design. He is involved in all aspects of the engineering design		
	process from master planning, design, and permitting through project		
	certification of completion. Mike has successfully led project teams in		
Michael Smirch, P.E.	Pasco, Hillsborough, Manatee, Pinellas, and Hernando counties and the		
	City of Tampa.			

Senior Vice President

Along with a Civil Engineering degree from the Florida State University, Chris Fisher has over five years of experience in various aspects of land development. His major responsibilities and expertise include design, client relations/management, preliminary layouts/due diligence, and permit processing. He has successfully led projects in many counties including Hillsborough, Polk, Hernando, and Manatee.

Christopher Fisher, E.I.
Project Manager

Mr. Worden has over 30 years of experience at Clearview Land Design and Heidt & Associates. He is responsible for site work inspection of underground utilities, sanitary pump stations, drainage ponds, storm water piping systems, roadways, parking, facilities, wetland creation areas, underground storm water vaults and Conspan Bridge Systems for single-family developments, apartments, utility extensions, road extensions, road widening, commercial developments, parks, schools and churches.
Larry Worden

Construction Inspector

ARCHITECT - ENGINEER QUALIFICATIONS

PART 1 - CONTRACT-SPECIFIC QUALIFICATIONS

A. CONTRACT INFORMATION

1. TITLE AND LOCATION (City and State)

Del Webb Bexley Community Development District (Pasco County, Florida)

2. PUBLIC NOTICE DATE	3. SOLICITATION OR PROJECT NUMBER	
December 30, 2017

B. ARCHITECT-ENGINEER POINT OF CONTACT

4. NAME AND TITLE

Jordan A. Schrader, Principal in Charge & Project Manager

5. NAME OF FIRM

Clearview Land Design, P.L.

6. TELEPHONE NUMBER	7. FAX NUMBER	8. E-MAIL ADDRESS	
(813) 223-3919	(813) 223-3975	Jordan.Schrader@clearviewland.com	
C. PROPOSED TEAM
(Complete this section for the prime contractor and all key subcontractors.)

(Check)

-	

TRACTOR SUBCON PARTNER V PRIME	
J-	

a.	x

b.

c.

d.

e.

f.

9. FIRM NAME

Clearview Land Design, P.L.

n CHECK IF BRANCH OFFICE

n CHECK IF BRANCH OFFICE

n CHECK IF BRANCH OFFICE

n CHECK IF BRANCH OFFICE

n CHECK IF BRANCH OFFICE

n CHECK IF BRANCH OFFICE

10. ADDRESS	11. ROLE IN THIS CONTRACT	
1213 E. 6th Ave.	Civil Engineering Firm offering land	
Tampa, FL 33605	planning, GIS, landscape	
	architecture, environmental science	
	and construction services	

AUTHORIZED FOR LOCAL REPRODUCTION	STANDARD FORM 330 (6/2004) PAGE 1	
MANDATORY USE DATE OF FORM 6/2004		

D. ORGANIZATIONAL CHART OF PROPOS ED TEAM	□   (Attached)

	~onsulting Services	
~	...	
Jordan A. Schrader, P.E.	Toxey A. Hall, P.E.	
Principal in Charge and Project Manager	Assist ant Project Manager	

"'
J	J
M ichael F. Smirch, P.E.	,			
		Chris Fisher, E. I.		
				
Chief Design Engineer	..	Assist ant Project Manager		

Construction Phase Services

Larry Worden

Director of Const ruction Inspection

AUTHORIZED FOR L OCAL REPRODUCTION	STANDARD FOR M 330	(6/2004)	PAGE 2		
MANDATORY USE DATE OF FORM 6/2004					

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT

(Complete one Section E for each key person.)

12. NAME	13. ROLE IN THIS CONTRACT		14. YEARS EXPERIENCE		
Jordan Schrader, P.E.	Vice President Clearview Land Design				
		a. TOTAL	b. WITH CURRENT FIRM		
	Project Manager	10	I	7		
15. FIRM NAME AND LOCATION (City and State)							
Clearview Land Design, P.L.							
						
16. EDUCATION  (DEGREE AND SPECIALIZATION)		17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)		
Bachelor of Science, Civil Engineering		Registered Professional Engineer				
University of Florida, With Honors, 2007		Number 74798					
		State of Florida					

18.	OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)

Tampa Bay Builders Association
Urban Land Institute

Channel District Redevelopment Agency

19. RELEVANT PROJECTS

	(1) TITLE AND LOCATION (City and State)								(2) YEAR COMPLETED		
	Bexley, Pasco County, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
					2012 - On-Going	I	2014 - On-Going		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE				LJ									
					x			Check if project performed with current firm		
a.  Design Engineer and Project Management for this award-winning master planned		community in Southern Pasco County.		
				
	Covering over 7,000 acres and consisting of over 15,000 planned residential units along with retail/office, schools, parks		
	and numerous amenity centers. Responsibilities included master planning efforts, rezoning and entitlement assistance,		
	master drainage, water and sewer planning, subdivision design, permitting and platting efforts.					
											
	(1) TITLE AND LOCATION (City and State)								(2) YEAR COMPLETED		
	Magnolia Park, Hillsborough County, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
					2010 - On-Going	I	2012 - On-Going		
					x									
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE				LJ			Check if project performed with current firm		
b.  Design, Project Management and District Management for this 580-acre mixed-use development consisting of 1,200		
	residential units, 125,000 square feet of commercial development, 60,000 square feet of office/professional and 770,000		
	square feet of industrial use. Project activities included community master planning, engineering design, ERP permitting		
	and construction phase services.													
											
	(1) TITLE AND LOCATION (City and State)								(2) YEAR COMPLETED		
	Meadow Pointe, Pasco County, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
					2010 - On-Going	I	On-Going		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE				LJ			Check if project performed with current firm		
					x					
c. Design Engineer / Project Management for award-winning master planned community.		Covering over 4,000 acres and consisting of		
				
	over 7,000 residential units along with retail/office, schools, parks and numerous amenity centers, Meadow Pointe has become a		
	favorite community to live, work and play. Responsibilities included master planning efforts, rezoning and entitlement assistance, master		
	drainage, water and sewer planning, subdivision design, permitting and platting efforts. Recent efforts included working with new land		
	owners in 2011 to redesign, permit, plat and certify phases of development that were partially constructed in 2009 but never completed.		
											
	(1) TITLE AND LOCATION (City and State)								(2) YEAR COMPLETED		
	Avalon Park West, Pasco County, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
					2009 - On-Going	I	On-Going		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE				LJ			Check if project performed with current firm		
					x					
d.  Provided planning, rezoning, master drainage, water and sewer design, roadway		design, and subdivision design for this		
				
	master planned community. The project includes a school site, 4,800 residences, 680,000 square feet of commercial and		
	office spread through a town center and neighborhood commercial sites.													
											
	(1) TITLE AND LOCATION (City and State)						.	(2) YEAR COMPLETED		
	The Woods, Pasco County, Florida									CONSTRUCTION (If applicable)		
		PROFESSIONAL SERVICES				
					2010 - On-Going	I	2012 - On-Going		

	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLELJx Check if project performed with current firm
e.	Design Engineer and Project Manager for this 400-acre residential development consisting of 220 single-family units and a Pasco County Elementary School Site within the Cypress Creek watershed.

STANDARD FORM 330 (6/2004) PAGE 2

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT

(Complete one Section E for each key person.)

12. NAME	13. ROLE IN THIS CONTRACT		14. YEARS EXPERIENCE		
Toxey Hall, P.E.	President Clearview Land Design				
		a. TOTAL	b. WITH CURRENT FIRM		
	Assistant Project Manager	35	I	7		
15. FIRM NAME AND LOCATION (City and State)							
Clearview Land Design, P.L.							
						
16. EDUCATION  (DEGREE AND SPECIALIZATION)		17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)		
Bachelor of Science, Civil Engineering		Registered Professional Engineer				
University of Florida		Number 37278					
		State of Florida					

18.	OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)

Urban Land Institute; Association of Florida Community Developers; Tampa Bay Builders Association, Life Director-NAHB; American Society of Civil Engineers; Florida Engineering Society; National Society of Professional Engineers

19. RELEVANT PROJECTS

	(1) TITLE AND LOCATION (City and State)				(2) YEAR COMPLETED		
	MiraBay, Apollo Beach, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			On-Going	I On-Going		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		x		Check if project performed with current firm		
			LJ					
a.  Project Manager for this premier master-planned community in Hillsborough County on Tampa Bay. Upon completion,		
	this project will accommodate approximately 1,750 homes and 300,000 square feet of office and retail uses.		
							
	(1) TITLE AND LOCATION (City and State)				(2) YEAR COMPLETED		
	Magnolia Park, Hillsborough County, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			On-Going	I On-Going		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJx		Check if project performed with current firm		
b.  Provided Design, Engineering and Permitting Services to developer and CDD					
	for	580-acre mixed-use development		

consisting of 1,200 residential units, 125,000 square feet of commercial development, 60,000 square feet of office/professional and 770,000 square feet of industrial use.

	(1) TITLE AND LOCATION (City and State)				(2) YEAR COMPLETED		
	Georgetown, Tampa, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
			On-Going		I On-Going		
			x						
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
c.  Project Manager for the design phase of this 162-acre, 1,100 unit mixed use redevelopment project in South Tampa. The		
	design included the reconstruction / reclamation of an existing relic canal system and reconstruction of the sea wall		
	system.								
							
	(1) TITLE AND LOCATION (City and State)				(2) YEAR COMPLETED		
	New Tampa Corridor, Hillsborough County, Florida								
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
			On-Going		I On-Going		
			x						
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
d.  In the City of Tampa, the 25-thousand acre “New Tampa Corridor” consisted of large-scale community development that		
	created a “city within a city”. Of the fourteen major projects that coordinated planning and infrastructure in this area,		
	Toxey was project manager for eight of them including Tampa Palms, Hunter’s Green, and Highwoods Preserve		
							
	(1) TITLE AND LOCATION (City and State)			.	(2) YEAR COMPLETED		
	Harbour Island, City of Tampa, Florida						CONSTRUCTION (If applicable)		
		PROFESSIONAL SERVICES				
			On-Going		I On-Going		

	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLELJx Check if project performed with current firm
e.	Project Manager for 178-ac. 15-phase urban mixed-use project. This dense environment ranged from single family detached to mid-rise condominium projects. Challenges included “surcharging” and other design methods to deal with construction on a spoil island under which was several feet of original bay bottom muck. The entire island was constructed with vertical sea walls and “dockominium” boat slips. A master stormwater pond system (with several pumped stormwater vaults) minimized the stormwater footprint, and a linear “greenway” trail system runs the length of the island.

STANDARD FORM 330 (6/2004) PAGE 2

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT

(Complete one Section E for each key person.)

12. NAME	13. ROLE IN THIS CONTRACT		14. YEARS EXPERIENCE		
Michael F. Smirch, P.E.	Chief Design Engineer				
		a. TOTAL	b. WITH CURRENT FIRM		
		19	I	7		
15. FIRM NAME AND LOCATION (City and State)						
Clearview Land Design, P.L. (Tampa, FL)						
					
16. EDUCATION  (DEGREE AND SPECIALIZATION)	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)		
Bachelor of Science in Civil Engineering	Registered Professional Engineer				
With Honors	Number 59503					
University of Florida, 1998	State of Florida					

18.	OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)

Member of Florida Engineering Society

19. RELEVANT PROJECTS

	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	Oakstead, Pasco County, Florida					
			PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			1998	I 2007		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)	AND SPECIFIC ROLE		LJ			Check if project performed with current firm		
a.  Senior Utilities & Drainage Design Engineer for an 852-acre development with						
	1,184 single-family units. Project activities		
	included master planning, engineering design, ERP permitting and construction phasing within the Anclote River		
	watershed. The project consisted of several phases of residential lots, roadways and associated stormwater		
	management systems involving 40 interconnected wetlands & detention ponds.			
									
	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	FishHawk Towncenter/Osprey Ridge Drive				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
	Hillsborough County, FL		2003	I 2009		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)	AND SPECIFIC ROLE		LJ		Check if project performed with current firm		
b.  Senior Drainage Design Engineer for 500 ac. master-planned community included			drainage design, construction phasing		
					
	of 21 wet detention ponds and wetlands treatment facilities.  Required the design and construction of more than 700		
	drainage structures and 10-miles of storm sewer serving over 1,000 residential units.			
									
	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	WaterGrass, Pasco County, FL					
			PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			2006	I Present		

	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLELJ Check if project performed with current firm
c.	Senior Drainage Design Engineer for the easterly region of Watergrass consisting of 508-acres with 869 single-family lots. Project activities included master drainage planning & design of 50 interconnected pond and wetland systems, 500 drainage structures, street & lot grading, engineering design, ERP permitting, and construction phasing within the New River watershed.

	(1) TITLE AND LOCATION (City and State)			(2) YEAR COMPLETED		
	Bexley, Pasco County, FL				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			2012 - Present	I 2013 - Present		
			x				
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
d.  Chief drainage and utilities design engineer for the 1,800 acre master planned community.			

(1) TITLE AND LOCATION (City and State)	.	(2) YEAR COMPLETED		
				
Westpark Village Towncenter, Hillsborough County, FL	PROFESSIONAL SERVICES   CONSTRUCTION (If applicable)		
	1999	I 2004		

	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLELJ Check if project performed with current firm
e.	Senior Drainage Design Engineer and Senior Utilities Design Engineer for a 160-acre mixed-use development consisting of 368 single-family units, 693 multi-family units, 50 townhomes, 40,000 square feet of commercial development, passive parks, and a 5,000 square-foot community pool. This project was Hillsborough County's first Neo-Traditional Neighborhood.

STANDARD FORM 330 (6/2004) PAGE 2

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT

(Complete one Section E for each key person.)

12. NAME	13. ROLE IN THIS CONTRACT		14. YEARS EXPERIENCE		
Christopher Fisher, E.I.	Project Management				
		a. TOTAL	b. WITH CURRENT FIRM		
		5	I	3		
15. FIRM NAME AND LOCATION (City and State)						
Clearview Land Design, P.L.						
					
16. EDUCATION  (DEGREE AND SPECIALIZATION)	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)		
Bachelor of Science, Civil Engineering	Engineer Intern					
Florida State University	State of Florida					

18.	OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)

Tampa Bay Builder Association

19. RELEVANT PROJECTS

	(1) TITLE AND LOCATION (City and State)			(2) YEAR COMPLETED		
	Boyette Park, Hillsborough County, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
				2015-Ongoing	I 2017-Ongoing		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		x	Check if project performed with current firm		
			LJ				
a.  Project Manager for 414 residential unit, 110-acre subdivision in South Hillsborough county. Responsibilities included master planning		

efforts, master drainage, water sewer planning and construction phase services. The project included several offsite improvements including multiple turn lanes and roadway widening. A large amenity center was also designed and permitted for the project.

	(1) TITLE AND LOCATION (City and State)			(2) YEAR COMPLETED		
	Magnolia Park, Hillsborough County, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
			2012-Ongoing	I 2012-Ongoing		
			x				
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
b.  Project Manager and Design Engineer for portions of this 580-acre mixed use development consisting of about 1200 residential units.		

Involved with the design, layout, rezoning, permitting and platting efforts of several residential phases of this project.

(1) TITLE AND LOCATION (City and State)	(2) YEAR COMPLETED		
Birchwood Preserve, Hillsborough County, Florida				
	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
	2014 - Ongoing	I 2016 - Ongoing		

	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLELJx Check if project performed with current firm
c.	Design Engineer / Project Manager for a 100-acre, 200 lot single family subdivision. Assisted with the acquisition, entitlement, subdivision design, permitting and platting efforts for the project. The project also consisted of improvements to 2500 linear feet of a county road that included right of way dedication from multiple land owners.

	(1) TITLE AND LOCATION (City and State)				(2) YEAR COMPLETED		
	Lake Hannah Preserve, Hillsborough County, Florida					
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
			2014 - Ongoing	I  2017 - Ongoing		
			x						
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
d.  Design Engineer / Project Manager for a rural subdivision in Lutz, Florida. This project included the design and permitting for 58 one-		
	acre lots between two natural lakes on a 185-acre parcel in the middle of Lutz. There was an emphasis on saving as many trees as		
	possible during the design to give the project a natural feel.								
									
	(1) TITLE AND LOCATION (City and State)			.	(2) YEAR COMPLETED		
							CONSTRUCTION (If applicable)		
		PROFESSIONAL SERVICES				
						I		
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE		LJ	Check if project performed with current firm		
e.					

STANDARD FORM 330 (6/2004) PAGE 2

E. RESUMES OF KEY PERSONNEL PROPOSED FOR THIS CONTRACT

(Complete one Section E for each key person.)

12. NAME	13. ROLE IN THIS CONTRACT		14. YEARS EXPERIENCE		
Larry Worden	Construction Inspector				
		a. TOTAL	b. WITH CURRENT FIRM		
	Construction Management / Inspection	30	I	7		
15. FIRM NAME AND LOCATION (City and State)						
Clearview Land Design, P.L.						
					
16. EDUCATION  (DEGREE AND SPECIALIZATION)	17. CURRENT PROFESSIONAL REGISTRATION (STATE AND DISCIPLINE)		

18.	OTHER PROFESSIONAL QUALIFICATIONS (Publications, Organizations, Training, Awards, etc.)

FL Stormwater Erosion, and Sedimentation, Control Inspector Training, OSHA Trench Safety Training, Survey Mathematics Coursce Certificate, FDOT Certifications in Asphalt Level 1 & 2, Earthwork Inspection Level 1 & 2 and Maintenance of Traffic Intermediate Course

19. RELEVANT PROJECTS

	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	Bexley Village Drive Suncoast Commercial Center,				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
	Pasco County, Florida				2010-Ongoing	I	2012-Ongoing		
				x							
a.	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE			LJ		Check if project performed with current firm		
	This is a 33.3 –acre commercial project, including the mass-grading of 5 lots, a new roadway and the associated stormwater and utility		
	systems. Duties included shop drawing review, periodic inspections, required roadway and utility testing/inspections with County		
	Agencies, soils test review, record plan review and final certification submittals.										
									
	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	Palma Ceia Golf & Country Club				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
	Drainage System Repair & Replacement - Tampa, Florida						2008-2012	I	2010-2012		
											
b.	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE			LJ	Check if project performed with current firm		
							
	Project included drainage improvements to alleviate periodic flooding in the golf course	and	adjacent community. The existing drainage		
	system was re-configured with additional storm sewers and additional/modified control structures. Entire course was reshaped and		
	regrassed. Duties included inspecting construction, lamping storm lines, reviewing as-built data, preparation of final clearance		
	submittals.										
									
	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	Meadow Point IV Parcel I , Pasco County, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					2006-Ongoing	I	2010-Ongoing		
c.	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE			LJx	Check if project performed with current firm		
							
	This was a 62 Unit Townhome Project constructed in 2008 but never certified		and	accepted. Property was purchased by		
	Lennar Homes in 2014. Retested all drainage and utility systems and completed acceptance process.			
									
	(1) TITLE AND LOCATION (City and State)						(2) YEAR COMPLETED		
	Hawks Point Community Center, Riverview, Florida				
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
							2014-2016	I	2015-2016		
											
				x							
d.	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE			LJ		Check if project performed with current firm		
	Project included construction of a swimming pool with clubhouse building, a pavilion, a playground, a dog park area, and a vehicular		
	parking lot. Have done 10 similar projects in the past 5 years. I conducted inspections and test required to obtain acceptance of facility.		
										
	(1) TITLE AND LOCATION (City and State)					.	(2) YEAR COMPLETED		
	FDOT-U.S. 301 Widening							CONSTRUCTION (If applicable)		
		PROFESSIONAL SERVICES			
	Falkenburg Road to Causeway Boulevard - Riverview, Florida						2008-2012	I	2010-2012		
											
	(3) BRIEF DESCRIPTION (Brief scope, size, cost, etc.)  AND SPECIFIC ROLE			LJ		Check if project performed with current firm		
e.				x				
	Project included widening of U.S. 301 from four to six lanes and replacing 2 traffic	signals. Role included shop drawing		
	review, daily observation of construction activities, participating in required test and inspections with County and State		
	Inspectors, record plan review and final certifications.										

STANDARD FORM 330 (6/2004) PAGE 2

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

1

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Bexley (Pasco County, FL)		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		2010 - On-Going	On-Going		
						
	23. PROJECT OWNER'S INFORMATION		
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Newland Communities	Thomas Panaseny		813-620-3555			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Bexley, the award-winning master planned community is located along State Road 54 near the Suncoast Parkway in Pasco County. Bexley South comprises over 1,700 acres for which Clearview has provided engineering, permitting and inspection services as well as CDD Engineering Services. It is planned for 1,200 single family homes and 520 multi-family units, and over 650,000 square feet of office and retail. Multiple parks and interconnected trails systems link residential and non-residential uses. Additionally, the Clearview team has been involved in community planning, entitlements, mass grading plans, all infrastructure design, and neighborhood grading. The project includes a master planned stormwater system, water distribution system, reclaimed water distribution system and wastewater collections system. The stormwater system with over 50 ponds was a particularly critical component due to the project’s location adjacent to the Sandy Branch and Anclote River.

~	-	~l'-ll,~lllll

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, Land Planning, GIS,	
			Construction Inspection	
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
b.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
c.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
d.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
e.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
f.				

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

2

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Avalon Park West (Pasco County, FL)	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		2010 - On-Going	On-Going		
						
	23. PROJECT OWNER'S INFORMATION		
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Sitex Development Group	Ross Halle		407-658-6565			

24.	BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

•	rl F.X D rvrL.C1f'M F  T

...... ~--~~,;:-__
..;i.,...........,.___,"("~.......-·,	,.....,.,.,

-	......... ~...;,,.c,..,.....-.

- ,,~__----...__·---
:,,l'<Nl)..,v,,t,ll,o,tll-....;..J:•......•...:,..,ti • - . J• -

=---
':I.------------...,....,.....,

o,k
• --...,___--..-+++--.._.,.._..__

~ ---------------..
I --------.,.,·..,.....,...,,._1,..,
loo.  .........     ---------~-"-

. ~...............--·.......  -..,--,...... .
, --------~....   oan,..--_..

r\VALL	P<\RK Wrsr

Located in Wesley Chapel, Avalon Park West is a master planned community with village type mixed-use neighborhoods, schools, a town center, abundant community parks and vast preserved upland and wetland habitat. Clearview Land Design has been involved in land planning, rezoning, stormwater modeling and master planning, landscape architecture, permitting, and construction phase services for the project. The near 1,800 acre project includes over 800 acres of preservation area and 40 acres of parks. The community will be home to 4,800 residential units, including single family attached, single family detached, and multi-family and 680,000 square feet of mixed-use, commercial and office space.

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, GIS, Land Planning,		
			Landscape Architecture, Construction		
			Inspection		
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
b.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
c.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
d.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
e.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
f.						
						
			STANDARD FORM 330 (6/2004) PAGE 3		

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

3

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Meadow Pointe (Pasco County, FL)	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		2009 - Current	2009 - Current		
						
	23. PROJECT OWNER'S INFORMATION			
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
CalAtlantic Homes	Thomas Spence		813-288-7687			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Meadow Pointe is an award-winning master planned community in southern Pasco County. For the past 20 years, Meadow Pointe has been one of the fastest selling communities in the State of Florida. Covering over 4,000 acres and consisting of over 7,000 residential units along with retail/office, schools, parks and numerous amenity centers, Meadow Pointe has become a favorite community to live, work and play. The Clearview Team’s role in this project has included master planning efforts, rezoning actions and entitlement assistance; master infrastructure design and permitting, including drainage and water and sewer utility systems; and neighborhood design, permitting and platting efforts, and construction phase services.

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, GIS, Land Planning,	
			Construction Inspection	
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
b.					
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
c.					
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
d.					
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
e.					
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
f.					
					
			STANDARD FORM 330 (6/2004) PAGE 3	

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

4

21. TITLE AND LOCATION (City and State)		22. YEAR COMPLETED		
Arbor Woods (Pasco County, FL)	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		On-Going	On-Going		
					
	23. PROJECT OWNER'S INFORMATION			
					
a. PROJECT OWNER	b. POINT OF CONTACT	I c. POINT OF CONTACT TELEPHONE NUMBER		
Taylor Morrison	Jeff Deason	813-448-5024			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Arbor Woods is a 220 unit residential community with an elementary school component located in south central Pasco County.

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, Land Planning, Construction	
			Inspection	
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
b.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
c.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
d.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
e.				
				
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE	
f.				

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

5

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Magnolia Park (Hillsborough County, FL)	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		2009 - On-Going	On-Going		
						
	23. PROJECT OWNER'S INFORMATION		
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Pulte Homes	Sean Strickler		813-964-5169			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Clearview Land Design offers planning, design, and inspection services for the 580 acre master planned community to both the developer and Magnolia Park CDD. The project has been under construction for approximately ten years and close to build out by Pulte Homes. It consists of 1,200 residential units, 125,000 square feet of commercial, 60,000 square feet of office/professional and 770,000 square feet of industrial use. The project serves numerous areas of Tampa and surrounding regions due to its convenient central location and access to major transportation corridors. It is a first time to second level buyer neighborhood with strategically located passive parks and amenity centers to meet the social and recreational needs of the residents.

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, GIS, Land Planning,		
			Landscape Architecture, Construction		
			Inspection		
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
b.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
c.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
d.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
e.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
f.					

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S	I 20. EXAMPLE PROJECT			
	QUALIFICATIONS FOR THIS CONTRACT				KEY NUMBER			
(Present as many projects as requested by the agency, or 10 projects, if not specified.	I	6			
	Complete one Section F for each project.)					-		
21. TITLE AND LOCATION (City and State)			I		22. YEAR COMPLETED			
						-		
Mira Bay (Hillsborough County, FL)								
		PROFESSIONAL SERVICES		CONSTRUCTION (If applicable)		
			I	2009 - On-Going	I On-Going			
		23. PROJECT OWNER'S INFORMATION					
a. PROJECT OWNER		b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER	-		
							
Newland Communities		Thomas Panaseny	I 813-620-3555					

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Mirabay is a 720-acre premier master planned community located in Hillsborough County on Tampa Bay. Upon completion, it will accommodate approximately 1,750 homes and 300,000 square feet of office and retail use. This project included master planning, engineering design and permitting and construction phasing. The project consisted of several phases of waterfront residential lots, roadways and associated stormwater management systems. The project included a 3.5 miles canal system and a 135 acre lagoon which conveyed several thousand acres of offsite runoff through a boatlift weir structure to Tampa Bay.

-

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT
			(1) FIRM NAME		I (2) FIRM LOCATION (City and State)		I (3) ROLE	-		

	a.		Clearview Land Design, P.L.		Tampa, FL		Civil Engineering, Land Planning, Landscape		
	l						Architecture, GIS, Construction Inspection	-		
										
	lb.		(1) FIRM NAME		(2) FIRM LOCATION (City and State)		(3) ROLE			
								-		
	lc.		(1) FIRM NAME		(2) FIRM LOCATION (City and State)		(3) ROLE			
								-		
	ld.		(1) FIRM NAME		(2) FIRM LOCATION (City and State)		(3) ROLE			
								-		
	le.		(1) FIRM NAME		(2) FIRM LOCATION (City and State)		(3) ROLE			
										
	l-f.		(1) FIRM NAME		(2) FIRM LOCATION (City and State)		(3) ROLE			
							I	-		

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

7

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Vista Palms (fka Sunshine Village)					
	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
(Hillsborough County, FL)		2010 - On-Going	On-Going		
	23. PROJECT OWNER'S INFORMATION		
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Lennar	Parker Hirons		813-574-5658			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

---CIID-~-......
-- -

Sunshine Village is a community located in south Hillsborough County. Clearview Land Design is involved with planning, civil engineering, landscape architecture, permitting, and construction inspection and is CDD Engineer for the +/- 800 acre project that includes over 2,500 residential units, over 150,000 square feet of commercial development, two large amenity centers, and many pocket parks.

-	1-.::PI  -  I  -  I

---	I --."=:.--,
	~r-__-·:---J: i			
			...-			
			-			
			1			
.	•	--J			
_,, . ,,.__,.....,__.,_			
					
	25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT		
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, GIS, Land Planning,		
			Landscape Architecture, Construction		
				Inspection		
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
b.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
c.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
d.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
e.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
f.						

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

8

21. TITLE AND LOCATION (City and State)			22. YEAR COMPLETED		
Trillium (Pasco County, FL)		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
			On-Going	On-Going		
						
	23. PROJECT OWNER'S INFORMATION			
						
a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Pulte Homes	Sean Strickler		813-964-5169			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Northwest of Tampa, Trillium is located in Brooksville, on the outskirts of Land O’Lakes. The single family community has a private resort style community swimming pool with cabana’s, a shaded playground and miles of miles of pedestrian oriented sidewalks for leisure and recreation.

25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT

	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
a.	Clearview Land Design, P.L.	Tampa, FL	Civil Engineering, GIS, Land Planning,		
			Landscape Architecture, Construction		
			Inspection		
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
b.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
c.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
d.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
e.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE		
f.					

STANDARD FORM 330 (6/2004) PAGE 3

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

9

21. TITLE AND LOCATION (City and State)	22. YEAR COMPLETED		
Tampa Palms (Tampa, FL)				
	PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
	On-Going	On-Going		

		23. PROJECT OWNER'S INFORMATION			I		

a. PROJECT OWNER	b. POINT OF CONTACT		c. POINT OF CONTACT TELEPHONE NUMBER		
Tampa Palms	I	Jim Apthorp		I	(850) 251-5508			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Toxey Hall was responsible for designing and managing this large scale mixed-use development project. Tampa Palms is a 6,200-acre project that first began to define the “New Tampa” area. The City sized project included a master planned water distribution system and a master planned sanitary sewer system including approximately 20 pumping stations, including a highly complex dual triplex station with two 12-foot diameter wetwells. The stormwater system included approximately 120 ponds and was a particularly critical component due to the project's location adjacent to Trout Creek and the Hillsborough River. The amenities designed by Toxey and Bill included a golf course, golf course club house, several community “country clubs”, multiple internal parks and related buildings, courts, playfields, etc. Of particular interest was the “Canoe Outpost” park on the Hillsborough River. This environmentally sensitive park included a canoe launch, hiking trails, picnic areas, boardwalks and a wildlife viewing area.

Tampa Palms continues to be a standard for Master Planned communities with its many neighborhood parks, interconnected trail system and use of native landscaping. Environmental services included wetland delineations and wetland impact permitting through the Corps of Engineers, DEP, SWFWMD and the Hillsborough County EPC. Mitigation design was performed, permitted and implemented.

	I	25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT	I		

								
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	a.	*Heidt & Associates, Inc.	Tampa, FL	Civil Engineering, Landscape				
				Architecture, Surveying				
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	b.	*NOTE: The Principals of Clearview Land						
		Design were the previous Owners of Heidt &						
		Associates, Inc.						
								
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	c.							
								
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	d.							
								
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	e.							
								
		(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE				
	f.							
							
				STANDARD FORM 330 (6/2004) PAGE 3		

F. EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED TEAM'S
QUALIFICATIONS FOR THIS CONTRACT
(Present as many projects as requested by the agency, or 10 projects, if not specified.
Complete one Section F for each project.)

20.	EXAMPLE PROJECT KEY NUMBER

10

21. TITLE AND LOCATION (City and State)		22. YEAR COMPLETED		
Oakstead (Pasco County, FL)					
		PROFESSIONAL SERVICES	CONSTRUCTION (If applicable)		
					
		2007	2007		
					
	23. PROJECT OWNER'S INFORMATION			
					
a. PROJECT OWNER	b. POINT OF CONTACT	c. POINT OF CONTACT TELEPHONE NUMBER		
Devco IV, L.L.C.	I	I			

24. BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT

Oakstead is an 852-acre master planned community in Pasco County with 1,184 single-family units. The project consisted of several phases of residential lots, roadways and associated stormwater management systems involving 40 interconnected wet detention ponds. The significant drainage design features included two (2) roadway crossings of the primary waterway each of which required the design of four (4) 9’x5’ box culverts. The project also included the design, permitting, and construction of 1 mile of Oakstead Boulevard, a 4-lane divided collector roadway. Design, FDOT permitting, and construction within State Road 54 included 8,800 feet of off-site water main and force main and the widening of 1,600-foot interval of existing high-speed rural roadway. Through direct coordination with FDOT and their consultant, the relocation of a future full-median opening and two (2) directional openings was facilitated for the project’s access.

I	25. FIRMS FROM SECTION C INVOLVED WITH THIS PROJECT			
			I		
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
a.	*Heidt & Associates, Inc.	Tampa, FL	Civil Engineering, Surveying, Landscape		
			Architecture		
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
b.	* NOTE: The Principals of Clearview Land					
	Design were the previous Owners of Heidt &					
	Associates, Inc.					
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
c.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
d.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
e.						
					
	(1) FIRM NAME	(2) FIRM LOCATION (City and State)	(3) ROLE			
f.						
						
			STANDARD FORM 330 (6/2004) PAGE 28		

		G. KEY PERSONNEL PARTICIPATION IN EXAMPLE PROJECTS							
														
	26. NAMES OF	27. ROLE IN		28. EXAMPLE PROJECTS LISTED IN SECTION F		
			(Fill in "Example Projects Key" section below before completing		
	KEY	THIS			
					table. Place "X" under project key number for			
	PERSONNEL	CONTRACT						
						participation in same or similar role.)				
	(From Section	(From Section													
			1	2		3	4	5	6	7	8	9	10		
	E, Block 12)	E, Block 13)													
															
	Jordan Schrader, P.E.	Principal in Charge / Project	x	x		x	x	x	x	x	x				
		Manager													
															
	Toxey Hall, P.E.	Assistant Project Manager	x	x		x	x	x	x	x	x	x			
															
	Michael Smirch, P.E.	Chief Design Engineer	x	x		x	x	x	x	x	x		x		
															
	Chris Fisher, E.I.	Assistant Project Manager	x					x			x				
															
	Larry Worden	Construction Inspector	x	x		x	x	x	x	x	x	x	x		

															

															

															

															

29. EXAMPLE PROJECTS KEY

	NO.	TITLE OF EXAMPLE PROJECT (FROM SECTION	NO.	TITLE OF EXAMPLE PROJECT (FROM SECTION F)		
	1	Bexley	6	Mira Bay		

	2	Avalon Park West	7	Vista Palms		

	3	Meadow Pointe	8	Trillium		

	4	Arbor Woods	9	Tampa Palms		

	5	Magnolia Park	10	Oakstead		

STANDARD FORM 330 (6/2004) PAGE 4

H. ADDITIONAL INFORMATION

30.	PROVIDE ANY ADDITIONAL INFORMATION REQUESTED BY THE AGENCY.  ATTACH ADDITIONAL SHEETS AS NEEDED.

No additional information required.

	I. AUTHORIZED REPRESENTATIVE		
	The foregoing is a statement of facts.		
31. SIGNATURE		32. DATE		
		01/09/2018		

33. NAME AND TITLE

Jordan Schrader, P.E. Vice President

TANDARD FORM 330 (6/2004) PAGE5

			ARCHITECT-ENGINEER QUALIFICATIONS						1. SOLICITATION NUMBER (If any)						
																	-			
																					I												
						PART II  GENERAL QUALIFICATIONS												
				(If a firm has branch offices, complete for each specific branch office seeking work.)						
	-	2a. FIRM (OR BRANCH OFFICE) NAME																I3. YEAR ESTABLISHED			4. DUNS NUMBER -			
																								
	Clearview Land Design, P.L.																		2009				I	027606282			
	-																												-			
																						5. OWNERSHIP				
		2b. STREET																									
	1213 E. 6th Avenue																												
																	a. TYPE											
	-2c. CITY											2d. STATE	2e. ZIP CODE			Multi-Member Professional LLC				
	Tampa											FL			33605			b. SMALL BUSINESS STATUS						
													I			I			-		'---											
	-	6a. POINT OF CONTACT NAME AND TITLE																N/A											

	Jordan Schrader, Vice President																7. NAME OF FIRM (If block 2a is a branch office)				
															-			N/A											
		6b. TELEPHONE NUMBER		6c. E-MAIL ADDRESS																				
																								
813.223.3919				Jordan.Schrader@clearviewland.co														
	-						I																										
					8a. FORMER FIRM	NAME(S) (If any)									8b. YR.	I	8c. DUNS NUMBER			
	N/A																				N/A				N/A						
																													-		
	-												I																
																																
				9.EMPLOYEES BYDISCIPLINE													10. PROFILE OF FIRM'S EXPERIENCE AND ANNUAL				
																AVERAGE REVENUE FOR LAST 5 YEARS								
																																
	a. Function							Lc . No. of Employees		a. Profile													c. Revenue Index			
			b. Discipline								I				b. Experience					Number				
							I (1) FIRM	I(2) BRANCH																	
		Code										Code													(see below)		
	01-		Administrative				I 6	7			G04		IGIS Services							2	-			
08	CAD Technician					5					L03		Landscape Architecture					5				
																						
	12-		Civil Engineer					10	I		P05		Planning							4	-			
15	Construction Inspector				I 2			S04		ISewage Collection					5				
	39	Landscape Architect					4					S13		Stormwater							5				
								7	I					I												-			
								I 2																					
47	Planner – Urban / Regional				I		W02		I											5				
											Water Resources									
	29	GIS						I 1	l		W03		IWater Supply Treatment					5	-			
24	Environmental Scientist				I	1	I		C15		I											5				
													Construction Management									
								7	7					7												-			
								I		I				I															
																													
								7	I				7												-			
								I		I				I															
																													
								7	7					I												-			
								I		l				I															
																													
								I		7					7												-			
								I		I				I															
																													
								I		7					7												-			
								I		I				I															
																													
	-								I		I				7												-			
									I		I				I															
																														
-		Other Employees				I		I				I												-			
					Total	I 31	I				I															
	-																					-			
																																
		11. ANNUAL AVERAGE								PROFESSIONAL SERVICES REVENUE INDEX NUMBER				
		PROFESSIONAL SERVICES																												
		REVENUES OF FIRM					1.	Less than $100,000						6.  $2 million to less than $5 million				
			FOR LAST 3 YEARS																
		(Insert revenue index number shown at right)			2.	$100,00 to less than $250,000			7.  $5 million to less than $10 million		
									3.	$250,000 to less than $500,000	8.	$10 million to less than $25 million		
		a. Federal Work	l		-								
		b. Non-Federal Work					4.	$500,000 to less than $1 million	9.	$25 million to less than $50 million		
				-								
	-	c.TotalWork						5.	$1 million to less than $2 million	10.	$50 million or greater			-		
																	
										12. AUTHORIZED REPRESENTATIVE													
																								
										The foregoing is a statement of facts.														
		a. SIGNATURE	~/																				b. DATE						
																								01/09/2018				
		c. NAME AND TITLE																												
		Jordan Schrader, P.E. – Vice President																				
		AUTHORIZED FOR LOCAL																	STANDARD FORM 330 (6/2004) PAGE 6		
	REPRODUCTION																														

Tab 9

AGREEMENT FOR ENGINEERING SERVICES

THIS AGREEMENT (“Agreement”) is made and entered into this ____ day of

January, 2018, by and between:

Del Webb Bexley Community Development District, a local unit of special-purpose government established pursuant to Chapter 190, Florida Statutes, and located in Pasco County, Florida, with a mailing address of 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33544 (the “District”); and

, a	providing	professional

engineering services with a mailing address of

(the “Engineer” and together with the District, the “Parties”).

RECITALS

WHEREAS, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes, and by an ordinance adopted by Pasco County; and

WHEREAS, the District is authorized to plan, finance, construct, install, acquire and/or maintain improvements, facilities and services in conjunction with the development of the lands within the District; and

WHEREAS, pursuant to Sections 190.033 and 287.055, Florida Statutes, the District solicited proposals from qualified firms to provide professional engineering services on a continuing basis; and

WHEREAS, Engineer submitted a proposal to serve in this capacity; and

WHEREAS , the District's Board of Supervisors (the “Board”) ranked Engineer as the most qualified firm to provide professional engineering services for the District and authorized the negotiation of a contract pursuant to Section 287.055, Florida Statutes; and

WHEREAS, the District intends to employ Engineer to perform engineering services including but not limited to construction administration, environmental management and permitting, financial and economic studies, as defined by a separate work authorization or work authorizations; and

WHEREAS, the Engineer shall serve as District’s professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of these services.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to

Page 1 of 12

the Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:

1.	SCOPE OF SERVICES.

a.	The Engineer will provide general engineering services, including:
i.	Preparation of any necessary reports and attendance at meetings of the Board.
ii.	Providing professional engineering services including but not limited to review and execution of documents under the District’s Trust Indentures and monitoring of District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
iii.	Any other items requested by the Board.
b.	Engineer shall, when authorized by the Board, provide general services related to construction of any District projects including, but not limited to:
i.	Periodic visits to the site, or full time construction management of District projects, as directed by District.
ii.	Processing of contractor’s pay estimates.
iii.	Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
iv.	Final inspection and requested certificates for construction including the final certificate of construction.
v.	Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as owner’s representative or “Engineer.”
vi.	Any other activity related to construction as authorized by the Board.
c.	With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.

2.	REPRESENTATIONS. The Engineer hereby represents to the District that:

a.	It has the experience and skill to perform the services required to be performed by this Agreement.
b.	It shall design to and comply with applicable federal, state, and local laws, and codes, including without limitation, professional registration and licensing requirements (both corporate and individual for all required basic disciplines) in effect during the term of this Agreement, and shall, if requested by District, provide certification of compliance with all registration and licensing requirements.
c.	It shall perform said services in accordance with generally accepted professional standards in the most expeditious and economical manner, and to the extent consistent with the best interests of District.

Page 2 of 12

d.	It is adequately financed to meet any financial obligations it may be required to incur under this Agreement.

3.	METHOD OF AUTHORIZATION. Each service or project shall be authorized in writing by the District. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project bring authorized (“Work Authorization”). Authorization of services or projects under the contract shall be at the sole option of the District.

4.	COMPENSATION. It is understood and agreed that the payment of compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:

a.	Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, the District shall require the Engineer to execute a truth-in-negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District determines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within 1 year following the completion of the work contemplated by the lump sum Work Authorization.
b.	Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Exhibit A attached hereto. The District and Engineer may agree to a “not to exceed” amount when utilizing hourly personnel rates for a specific work authorization.

5.	REIMBURSABLE EXPENSES. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:

a.	Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over the project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes, and with the District’s travel policy.
b.	Expense of reproduction, postage and handling of drawings and specifications.

Page 3 of 12

6.	TERM OF CONTRACT. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the term of this Agreement will be from the time of execution of this Agreement until terminated pursuant the terms herein.

7.	SPECIAL SERVICES. When authorized in writing by the District, additional special consulting services may be utilized by Engineer and paid for on a cost basis.

8.	BOOKS AND RECORDS. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder. The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

9.	OWNERSHIP OF DOCUMENTS.

a.	All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (“Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.
b.	The Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the project. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.
c.	The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. The Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct the preparation of such copyrightable or patentable materials or designs.

Page 4 of 12

10.	ACCOUNTING RECORDS. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.

11.	REUSE OF DOCUMENTS. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with Section 287.055(10), Florida Statutes .

12.	COST ESTIMATES. Since Engineer has no control over the cost of labor, materials or equipment or over a contractor’s methods of determining prices, or over competitive bidding or market conditions, his opinions of probable cost provided as a service hereunder are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposals, bids, or the construction costs will not vary from opinions of probable cost prepared by him. If the District wishes greater assurance as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify approved documents to bring the construction cost within any limitation established by the District will be considered additional services and justify additional fees.

13.	INSURANCE. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:

Workers’ Compensation	Statutory	
General Liability		
Bodily Injury	$1,000,000/$2,000,000	
(including Contractual)		
Property Damage	$1,000,000/$2,000,000	
(including Contractual)		
Automobile Liability	Combined Single Limit $1,000,000	
Bodily Injury / Property Damage		
Professional Liability for		
Errors and Omissions	$2,000,000	

Page 5 of 12

If any such policy of insurance is a “claims made” policy, and not an “occurrence” policy, the Engineer shall, without interruption, and at the District’s option, maintain the insurance for at least three (3) years after the one year anniversary of this Agreement.

The District, its officers, supervisors, agents, staff, and representatives shall be named as additional insured parties, except with respect to the Worker’s Compensation Insurance and the Professional Liability for Errors and Omissions Insurance both for which only proof of insurance shall be provided. The Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Section. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective without written notice to the District per the terms of the applicable policy. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida.

If the Engineer fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event, the Engineer shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.

14.	CONTINGENT FEE. The Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

15.	AUDIT. The Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of three (3) years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of the Engineer involving transactions related to the Agreement. The Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or three years after completion of all work under the Agreement.

16.	INDEMNIFICATION. Engineer agrees to indemnify and hold the District and the District’s officers and employees harmless from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, which may come against the District and the District’s officers and employees, to the extent caused wholly or in part by negligent, reckless, or intentionally wrongful acts, omissions, or defaults by Engineer or persons employed or utilized by Engineer the course of any work done in connection with any of the matters set out in these specifications. To the extent a limitation on liability is required by Section 725.06 of the Florida Statutes or other applicable law, liability under this section shall in no event exceed the sum of Two Million Dollars ($2,000,000) and Engineer shall carry, at his own expense, insurance in a company satisfactory to District to cover the aforementioned liability. Engineer

Page 6 of 12

agrees such limitation bears a reasonable commercial relationship to the contract and was part of the project specifications or bid documents.

17.	INDIVIDUAL LIABILITY.  UNDER THIS AGREEMENT,
AND SUBJECT TO THE REQUIREMENTS OF SECTION

558.0035, FLORIDA STATUTES, WHICH REQUIREMENTS ARE EXPRESSLY INCORPORATED HEREIN, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

18.	SOVEREIGN IMMUNITY. The Engineer agrees and covenants that nothing in this Agreement shall constitute or be construed as a waiver of District’s limitations on liability pursuant to Section 768.28, Florida Statutes, or any other statute or law.

19.	PUBLIC RECORDS. The Engineer agrees and understands that Chapter 119, Florida Statutes, may be applicable to documents prepared in connection with work provided to the District and agrees to cooperate with public record requests made thereunder. In connection with this Agreement, Engineer agrees to comply with all provisions of Florida’s public records laws, including but not limited to Section 119.0701, Florida Statutes, the terms of which are incorporated herein. Among other requirements, Engineer must:

a.	Keep and maintain public records required by the District to perform the service.
b.	Upon request from the District’s custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law.
c.	Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement if the Engineer does not transfer the records to the District.
d.	Upon completion of this Agreement, transfer, at no cost, to the District all public records in possession of the Engineer or keep and maintain public records required by the District to perform the service. If the Engineer transfers all public records to the District upon completion of this Agreement, the Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Engineer keeps and maintains public records upon completion of the Agreement, the Engineer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request from the District’s custodian of public records, in a format that is compatible with the information technology systems of the District.

Page 7 of 12

IF THE ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ENGINEER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, MATTHEW HUBER, RIZZETTA & COMPANY, INC., 5844 OLD PASCO ROAD, SUITE 100, WESLEY CHAPEL, FLORIDA 33544, (813) 933-5571, MHUBER@RIZZETTA.COM.

20.	EMPLOYMENT VERIFICATION. The Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

21.	CONFLICTS OF INTEREST. The Engineer shall bear the responsibility for acting in the District’s best interests, shall avoid any conflicts of interest and shall abide by all applicable ethical canons and professional standards relating to conflicts of interest.

22.	SUBCONTRACTORS. The Engineer may subcontract portions of the services, subject to the terms of this Agreement and subject to the prior written consent of the District, which may be withheld for any or no reason. Without in any way limiting any terms and conditions set forth in this Agreement, all subcontractors of Engineer shall be deemed to have made all of the representations and warranties of Engineer set forth herein and shall be subject to any and all obligations of Engineer hereunder. Prior to any subcontractor providing any services, Engineer shall obtain from each subcontractor its written consent to and acknowledgment of the terms of this Agreement. Engineer shall be responsible for all acts or omissions of any subcontractors.

23.	INDEPENDENT CONTRACTOR. The District and the Engineer agree and acknowledge that the Engineer shall serve as an independent contractor of the District. Neither the Engineer nor employees of the Engineer, if any, are employees of the District under the meaning or application of any federal or state unemployment, insurance laws, or any other potentially applicable laws. The Engineer agrees to assume all liabilities or obligations by any one or more of such laws with respect to employees of the Engineer, if any, in the performance of this Agreement. The Engineer shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and the Engineer shall have no authority to represent as agent, employee, or in any other capacity the District unless set forth differently herein or authorized by vote of the Board.

24.	ASSIGNMENT. Neither the District nor the Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent the Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.

Page 8 of 12

25.	THIRD PARTIES. Nothing in the Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by operation of law.

26.	CONTROLLING LAW; VENUE. The Engineer and the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Venue shall be in Pasco County, Florida.

27.	TERMINATION. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or the Engineer may terminate this Agreement without cause upon thirty (30) days written notice. At such time as the Engineer receives notification of the intent of the District to terminate the contract, the Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, the Engineer shall not be entitled to consequential damages of any kind (including but not limited to lost profits), but instead the Engineer’s sole remedy will be to recover payment for services rendered to the date of the notice of termination, subject to any offsets.

28.	RECOVERY OF COSTS AND FEES. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys’ fees, paralegal fees and expert witness fees and costs at all judicial levels.

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

30.	AGREEMENT. This Agreement reflects the negotiated agreement of the parties, each represented by competent legal counsel. Accordingly, this Agreement shall be construed as if both parties jointly prepared it, and no presumption against one party or the other shall govern the interpretation or construction of any of the provisions of this Agreement.

31.	NOTICES. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or telecopied to the parties, as follows:

A.	If to Engineer:

B.	If to District:Del Webb Bexley Community

Development District
5844 Old Pasco Road, Suite 100
Wesley Chapel, Florida 33544
Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A. 119 S. Monroe Street, Suite 300

Page 9 of 12

Tallahassee, Florida 32314
Attn: District Counsel

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 Engineer may deliver Notice on behalf of the District and the Engineer. 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) day’s written notice to the parties and addressees set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused these present to be executed the day and year first above written.

DELL WEBB BEXLEY COMMUNITY
DEVELOPMENT DISTRICT

________________________________	_____________________________________
Secretary	Chairman, Board of Supervisors

________________________________	_____________________________________
Witness	By: __________________________________
Its: __________________________________

Page 10 of 12

SCHEDULE “A”

Page 11 of 12

_________, 2018

Del Webb Bexley Community Development District
Pasco County, Florida

Subject:	Work Authorization Number 1

Del Webb Bexley Community Development District Dear Chairman, Board of Supervisors:

(“Engineer”) is pleased to submit this work authorization to provide engineering services for the Del Webb Bexley Community Development District (“District”). We will provide these services pursuant to our current agreement dated ____________, 2018 (“Engineering

Agreement”) as follows:

I.	Scope of Work
	The District will engage Engineer to:

•	Perform those services as necessary pursuant to the Engineering Agreement including attendance at Board of Supervisors meetings and preparation of reports or other activities as directed by the Board of Supervisors.

•	Perform all services related to administration of the District construction projects in an efficient, lawful and satisfactory manner.

•	Act as Purchasing Agent for the District with respect to the direct purchase of construction materials for the District’s improvements in accordance with the procurement procedures adopted by the Board of Supervisors and/or the terms of any applicable construction contracts.

II.	Fees

The District will compensate Engineer pursuant to the hourly rate schedule contained in the Engineering Agreement. The District will reimburse Engineer all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Engineering Agreement.

This proposal, together with the Engineering Agreement, represents the entire understanding between the District and Engineer with regard to the referenced work authorization. If you wish to accept this work authorization, please sign both copies where indicated, and return one complete copy to our office. Upon receipt, we will promptly schedule our services.

APPROVED AND ACCEPTED	Sincerely,	
			____________________________________	
By:	By: ___________________________________	
	Authorized Representative of			
Del  Webb  Bexley  Community  Development	Date:  _____________, 2018	
District		

Page 12 of 12

Tab 10

			RESOLUTION 2018-08				
A RESOLUTION OF THE BOARD OF SUPERVISORS OF DEL WEBB		
BEXLEY  COMMUNITY  DEVELOPMENT  DISTRICT  DESIGNATING		
DATES, TIME AND LOCATION FOR REGULAR MEETINGS OF THE		
BOARD OF SUPERVISORS OF THE DISTRICT, AND PROVIDING FOR		
AN EFFECTIVE DATE				
WHEREAS, Del Webb Bexley Community Development District (hereinafter the "District")		
is a local unit of special-purpose				
			government created and existing pursuant to Chapter 190, Florida		
Statutes, being situated entirely within Pasco County, Florida; and			
WHEREAS, the District's Board of				
			Supervisors (hereinafter the "Board") is statutorily		
authorized to exercise the powers granted to the District; and				
WHEREAS, all meetings of the				
provisions of Chapter 286,	Board shall be open to the public and governed by the		
	Florida Statutes; and				
							
WHEREAS, the Board is statutorily required to file annually, with the local governing		
authority and the	Florida Department of				
			Economic Opportunity, a			
				schedule of its regular meetings.		
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF		
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT:		
Section 1.	Regular meetings of the Board of Supervisors	of the		
provided on the schedule attached as Exhibit "A".		District shall be held as		
				
Section 2.		In accordance with				
			Section 189.417(1), Florida Statutes, the District's Secretary is		
hereby directed to file annually, with Pasco				
			County, a schedule of the		
					District's regular meetings.		
Section 3.		This Resolution shall become effective immediately upon its adoption.		

PASSED AND ADOPTED THIS

8™

DAY OF NOVEMBER, 2017.

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

C	AN
AITES~'

CRETARY

EXHIBIT “A”

BOARD OF SUPERVISORS MEETING DATES

DEL WEBB BEXLEYCOMMUNITY DEVELOPMENT DISTRICT

FOR THE REMAINDER OF FISCAL YEAR 2017/2018

December 27, 2017

January 24, 2018

February 28, 2018*

March 28, 2018

April 25, 2018*

May 23, 2018 *

June 27, 2018*

July 25, 2018

August 22, 2018

September 26, 2018

All meetings will convene at 2:00 or (4:30 p.m.as noted by *) at the offices of Rizzetta & Company, Inc., located at 5844 Old Pasco Road, Suite 100, Wesley Chapel, Fl 33544.

Tab 11

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES

DATE:

November

8,

2017

BETWEEN:

AND:

RIZZETTA TECHNOLOGY SERVICES, INC.

3434 Colwell Avenue

Suite 200

Tampa, Florida  33614

(Hereinafter referred to as "Consultant")

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

5844 Old Pasco Road

Suite 100

Wesley Chapel, Florida  33544

(Hereinafter referred to as "Parties.")

PURPOSE; SCOPE OF SERVICES:

"District,"

and together with Consultant, the

I.

The purpose of this contract for technology services (hereinafter referred to as "Contract")	
is for the Consultant to provide professional technology services to the District pursuant	
to Chapter 189.069, Florida Statutes.	A brief description of these services is provided	
below and a detailed description is provided in Exhibit A to this Contract.	
A.  ONE-TIME  SERVICES.  The  Consultant  shall  provide the  following  One-Time	
Services to the District pursuant to this Contract:	
i.	Website Development - Consultant shall design and implement a web site	
	for District to comply with Florida law, including, but not limited to, Chapter	
	189.069, Florida Statutes, requiring that special districts operate and	
	maintain an official internet web site.  Consultant shall register a domain	
	name in the District'sname for purposes of establishing the web-site.	
	Details of required content are shown in Exhibit A.	
ii.	E-mail Set-up - Consultant shall establish and register a domain	
	name in the District'sname for purposes of setting up and creating	
	individual e-mail addresses for supervisors, staff or employees as	
	designated by the District.	

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	2	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

B.

STANDARD ON-GOING SERVICES. The Consultant shall provide the following

Standard On-Going Services on a monthly basis to the District pursuant to this

Contract:

i.

Website Hosting, Backup and Content Updating - Consultant shall provide hosting and backup of District web site and update content, including minutes, financial statements and events on a monthly basis, or earlier if required by law. Consultant shall be responsible for ensuring District'scompliance with Florida law, including, but not limited to, Chapter 189.069, Florida Statutes, requiring that special districts operate and maintain an official internet web site throughout the term of this Contract.

ii.

E-mail - Consultant shall provide services include ongoing management of e-mail accounts, hosting and backup in compliance with all applicable law regarding public records retention.

II.	ADDITIONAL SERVICES. In addition to the One-Time and Standard On-Going Services

described above, or in any addendum executed between the Parties, the District may, from time to time, require additional services from the Consultant. Any services not specifically provided for in the scope of services above as well as any changes in the scope requested by the District, will be considered additional services. Such additional services may include, but are not limited to:

•	Website Customization;

•	Network, phone system and wireless internet design;

•	Installation and support;

•	Security consultation;

•	IT and computer training;

•	Activity tracking;

•	Alerts and system monitoring.

111.

If any additional services are required or requested, the Consultant will provide a detailed description of these services and fees for such services to the District for approval prior to beginning any additional services. The Consultant shall undertake the additional services after the District has issued its written approval of the description and fees for such services to the Consultant.

LITIGATION SUPPORT SERVICES. Upon the District'srequest, the Consultant shall prepare documentation in response to litigation requests and provide necessary expert testimony in connection with litigation involving the subject matter of this Contract. If the District requires or requests any litigation support services, the Consultant will provide a detailed description of the services and fees for such services to the District for approval prior to beginning any litigation support services. The Consultant shall undertake the litigation support services after the District has issued its written approval of the description and fees for such services to the Consultant.

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3

IV.

TERM.	The Consultant'sservices as provided in this Contract shall commence upon	
execution  of this  Contract.  This Contract shall  automatically renew annually  unless	
terminated pursuant to its terms. The Consultant may change the prices only with the	
District'swritten consent. All prior agreements between the parties with respect to the	
subject matter of this Contract are terminated upon the execution of this Contract.	

V.	FEES AND EXPENSES; PAYMENT TERMS.

A.

FEES AND EXPENSES.

i.

A schedule offees for the services described in Sections I, II, and Ill of this	
Contract is shown	in Exhibit B to this Contract, which is attached hereto	
and  incorporated  herein. The District shall pay the  Consultant for the	
services provided under the terms of this Contract in accordance with the	
schedule  of  fees	in	Exhibit	B.	For  purposes  of  the  Consultant's	
compensation for services provided pursuant to this Contract, the District	
shall compensate the Consultant only for those services provided under	
the terms of this Contract. Unless otherwise specified by this Contract, the	
Consultant will invoice the District for the Consultant'sservices in advance	
of each month and	in the amounts set forth in Exhibit B. The fees for those	
services  which  are  not  being  requested  at the  time  this  Contract  is	
approved will be provided to the District at such time as those services are	
required. Payment shall	be made by the District within thirty (30) days of	
receipt of a correctly submitted invoice.	

ii.

Fees for the Standard On-Going Services described in this Contract may be negotiated annually by the Parties. Any amendment to Standard On-Going Services fees must comply with the amendment procedure in this Contract and must be reflected in the adopted General Fund Budget of the District. The District's adoption of the General Fund Budget shall not constitute the District'sconsent for payment of any expenses.

iii.

In the event the District authorizes a change in the scope of services requested, Consultant shall submit, in writing to the District, a request for a fee amendment corresponding to the change in services being requested, if it has not already done so. Any change in the scope of requested services and the corresponding fee amendment shall comply with the amendment procedure in this Contract. Such amendment must be validly executed by the Parties before Consultant is authorized to begin providing services pursuant to the change in scope and the revised fees are adopted.

iv.

For the purposes of this Contract, an out-of-pocket expense is an expense	
that the Consultant or one of its subcontractors, if applicable, incurs during	
the performance of the Standard On-Going Services, as provided in this	
Contract. Such out-of-pocket expenses are included	in the fees shown in	
Exhibit  B.	Out-of-pocket  expenses  incurred  in	connection  with  the	
performance of Additional Services and Litigation Support Services will be	
subject to reimbursement at cost.  These expenses include, but are not	
limited to, airfare, mileage, transportation/parking, lodging, postage and	
copies.			

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

4

v.

Fees for services to be billed on an hourly basis will be billed at the Consultant's current hourly rates at the time of the execution of this Contract, as set forth in Exhibit B. The hourly rate for the services may be amended from time to time pursuant to the amendment procedure in this Contract and in advance of such proposed change. Consultant'scurrent hourly rates are shown in Exhibit B to this Contract. Any proposed change shall indicate the new hourly fee for such services.

B.

PAYMENT TERMS.

i.

One-Time Services. One-Time

pursuant to the schedule shown

Services will be billed at fixed fee in Exhibit B.

ii.

Standard On-Going

monthly at a fixed fee

Services.

pursuant

Standard On-Going Services will to the schedule shown in Exhibit

be billed B.

iii.	Additional hourly basis as shown in

Services.  Additional Services will  be billed  monthly on an

for the hours incurred at the Consultant'scurrent hourly rate

Exhibit B.

iv.

Litigation  Support Services.  Litigation Support Services

monthly on an hourly basis for the hours incurred at the current hourly rate as shown in Exhibit B.

will be billed Consultant's

v.

Out-of-Pocket expenses. Out-of-Pocket expenses of the Consultant will be billed monthly as incurred.

All invoices will be due and payable thirty (30) days from the Payment Act, Chapter 218.70 Florida Statutes.

date

of

invoice pursuant to the Prompt

VI.

SUSPENSION OF SERVICES FOR NON-PAYMENT. The Consultant shall have the right to suspend services being provided as outlined in this Contract if the District fails to pay Consultant'sinvoices in a timely manner, which shall be construed as thirty (30) days from date of the invoice or as otherwise provided by the Prompt Payment Act, Section 218. 70 Florida Statutes. Consultant shall notify the District, in writing, at least ten ( 10) days prior to suspending services.

VII.

VIII.

NON-CONTINGENCY. The payment of fees and expenses, as outlined in this Contract, are not contingent upon any circumstance not specifically outlined in this Contract.

AMENDMENT. Amendments to, and waivers of, the provisions contained in this Contract may be made only by an instrument in writing that is executed by both the District and the Consultant.

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DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

IX.	RESPONSIBILITIES.

5

X.

XI.

A.	DISTRICT RESPONSIBILITIES. The District shall provide for the timely services of	
	its legal counsel, engineer, and any other consultants, contractors, or employees,	
	as required, for the Consultant to perform the duties outlined  in this Contract.	
	Expenses incurred in providing this support shall be the sole responsibility of the	
	District unless specified herein.	
B.	LIMITATIONS  OF  RESPONSIBILITIES.  To the  extent  not referenced  herein,	
	Consultant shall not be responsible for the acts or omissions of any other contractor	
	or any of its subcontractors, suppliers, or of any other individual or entity performing	
	services as part of this Contract which are not under the control of the Consultant.	
	Consultant shall not be liable for any damage that occurs from Acts of God, which	
	are defined as those caused by windstorm, hail, fire, flood, hurricane, freezing, or	
	other similar occurrences of nature.	

TERMINATION. This Contract may be terminated as follows:	
A.	By  the  District  for  "good  cause"  immediately  which  shall  include  misfeasance,	
	malfeasance, nonfeasance, or dereliction of	duties by the Consultant. Termination for	
	"good cause" shall be effected by written notice to Consultant at the address noted	
	herein.		
B.	By the Consultant for "good cause", immediately which shall include, but is not limited	
	to, failure of the District to timely pay Consultant for services rendered in accordance	
	with the terms set forth in this Contract, malfeasance, nonfeasance, or dereliction of	
	duties by the District, or upon request or demand by the Board, or any member thereof,	
	for Consultant to undertake any action or	implement a policy of the Board which	
	Consultant deems unethical, unlawful, or in	contradiction of any applicable federal,	
	state, or municipal law or rule. Termination for "good cause" shall be effected by written	
	notice to District at the address noted herein.	
C.	By the Consultant or District, for any reason, upon provision of a minimum of sixty (60)	
	days written notice of termination to the address noted herein.	
D.	Upon any termination, Consultant will be entitled to the total amount of compensation	
	pursuant to the terms of this Contract, through the termination date, but subject to any	
	off-sets that the District may have for services not performed. Consultant will make all	
	reasonable effort to provide for an orderly transfer of the books and records of the	
	District to the District or its designee.  Upon termination, the District will continue to	
	own the domain name, e-mail accounts and website content.	
GENERAL TERMS AND CONDITIONS.		
A.	All invoices are due and payable within thirty (30) days of invoice date, or as otherwise	
	provided  by the  Florida  Prompt  Payment Act,  Section  218.70.  Florida  Statutes.	
	Invoices not paid within thirty (30) days of presentation shall be charged interest on	
	the balance due at the maximum legally permissible rate.	

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	6	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

B.

C.

E.

In the event either party is required to take any action to enforce this Contract, the	
prevailing party shall be entitled to attorney'sfees and costs, including fees and costs	
incurred in determining entitlement to and reasonableness of such fees and costs.	
This Contract shall be interpreted in accordance with and shall be governed by the	
laws of the State of Florida. Venue for all proceedings shall be in	Pasco County,	
Florida.		
In the event that any provision of this Contract shall be determined to be unenforceable	
or invalid by a Court of Law, such unenforceability or invalidity shall	not  affect  the	
remaining provisions of the Contract which shall remain in full force and effect.	

D.

E.

F.

The rights and obligations of the District as defined by this Contract shall inure to the benefit of and shall be binding upon the successors and assigns of the District. There shall be no assignment of this Contract by the Consultant.

The Consultant and its officers, supervisors, staff, and employees shall use due care to protect the property of the District, its residents, and landowners from damage. The Consultant agrees to take steps to repair any damage resulting from the Consultant'sactivities and work pursuant to the Contract within twenty-four hours (24) hours.

Dissolution or court declared invalidity of the District shall not relieve the District of compensation due for services theretofore rendered.

XII.	INDEMNIFICATION.		
	A.	DISTRICT		
		INDEMNIFICATION. To the extent allowable under applicable law (and	
		only to the extent of the limitations of liability set forth in Section 768.28, Florida	
		Statutes), and except and to the extent caused by the negligence or reckless	
		and/or willful  misconduct of the Consultant,  the  District agrees to  indemnify,	
		defend, and hold harmless the Consultant and its officers, supervisors, staff, and	
		employees from and against any and all	liability, claims, actions, suits, demands,	
		assessments or judgments asserted and	any and all losses, liabilities, damages,	
		costs, court costs, and expenses, including attorney'sfees, that Consultant may	
		hereafter incur, become responsible for, or be caused to pay out arising out of or	
		relating to the negligent or intentionally wrongful acts or omissions of the District.	
		The		
		indemnification provided for herein shall not be deemed exclusive of any other	
		rights  to  which  the  Consultant may be  entitled  and  shall  continue  after the	
		Consultant has ceased to be engaged under this Contract.	
		CONSULTANT INDEMNIFICATION. The Consultant agrees to indemnify, defend,	
		and hold harmless the District and its officers, supervisors, staff, and employees	
		from and against any and all liability, claims, actions, suits, demands, assessments	
		or judgments asserted and any and all losses, liabilities, damages, costs, court	
		costs, and expenses,  including attorney'sfees, that the District may hereafter	
		incur, become responsible for, or be caused to pay out arising out of or relating to	
		the negligent, reckless, and/or intentionally wrongful acts or omissions of the	

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

7

B.

Consultant. The indemnification provided for herein shall not be deemed exclusive	
of any other rights to which the District may be entitled and shall continue after the	
Consultant has ceased to be engaged under this Contract.	
SOVEREIGN  IMMUNITY;  INDEMNIFICATION  OBLIGATIONS.  Nothing herein	
shall be construed to limit the District'ssovereign immunity limitations of liability as	
provided	in	Section  768.28,  Florida  Statutes,	or	other  applicable  law.	
Indemnification obligations under this Contract shall include the payment of all	
settlements, judgments, damages, liquidated damages, penalties, forfeitures, back	
pay awards, court costs, arbitration and/or mediation costs, litigation expenses,	
attorney fees, and paralegal fees (incurred in court, out of court, on appeal, or in	
bankruptcy proceedings) as ordered.			

XIII.	INSURANCE.

A.

B.

The District shall provide and maintain Public Official insurance policies, each in an amount not less than One throughout the term of this Contract.

The Consultant shall provide and maintain the following all times throughout the term of this Contract:

Liability and  General  Liability

Million Dollars ($1,000,000.00)

levels of insurance coverage at

i.

ii.

iii.

iv.

v.

Worker'sCompensation Insurance in accordance with the laws of the State of Florida.

General Liability Insurance with the limit of One Million Dollars ($1,000,000.00) per each occurrence.

Professional Liability Insurance with limit of no less than One Million Dollars ($1,000,000.00) per each occurrence.

Employment Practices Liability Insurance with limit of Two Million Dollars ($2,000,000.00) per each occurrence.

Comprehensive Automobile Liability Insurance for all vehicles used by the

Consultant'sstaff, whether owned or hired, with a combined single limit of

One Million Dollars ($1,000,000.00).

C.

D.

Except with respect to Professional Liability and Worker's Compensation insurance policies, the District and its officers, supervisors, staff, and employees will be listed as additional insureds on each insurance policy described above. None of the policies above may be canceled during the term of this Contract (or otherwise cause the District to not be named as an additional insured where applicable) without thirty (30) days written notice to the District. Consultant will furnish the District with a Certificate of Insurance evidencing compliance with this section upon request. Insurance should be from a reputable insurance carrier, licensed to conduct business in the State of Florida.

If the Consultant fails to secure or maintain the required insurance, the District has the right (without any obligation to do so, however) to secure such required insurance, in which

2017-10-27 - WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	8	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		
	event the Consultant shall pay the cost for that required insurance and shall furnish, upon	
	demand, all information that may be required in connection with the District'sobtaining the	
	required insurance.		
XIV.	INDEPENDENT CONTRACTOR STATUS. The Consultant and the District agree that the	
	Consultant  is  and  shall  remain  at  all  times  an  independent contractor.  Neither the	
	Consultant nor employees of the Consultant, if there are any, are employees of the District	
	under the meaning or application of any Federal or State Unemployment or Insurance	
	Laws or Old Age Laws or otherwise. The Consultant agrees to assume all liabilities or	
	obligations imposed by any one or more of such laws with respect to employees of the	
	Consultant, if there are any, in the performance of this Contract. It is further acknowledged	
	that nothing herein will be deemed to create or establish a partnership or joint venture,	
	express or implied,  between the District and the Consultant. The Consultant has no	
	authority to enter into any contracts or agreements, whether oral or written, on behalf of	
	the District. The Consultant shall not have the authority to assume or create any obligation,	
	express or implied, on behalf of the District and the Consultant shall have no authority to	
	represent the District as an agent, employee, or in any other capacity, unless otherwise	
	set forth in this Contract.		
XV.	ASSIGNMENT. Except as provided in this section, neither the District nor the Consultant	
	may assign this Contract or any monies to become due hereunder without the prior written	
	approval of the other.  Any assignment attempted to be made by the Consultant or the	
	District without the prior written approval of the other party is void.	
XVI.	COMPLIANCE WITH PUBLIC RECORDS LAWS. Consultant understands and agrees	
	that all documents of any kind provided to the District in connection with this Contract may	
	be public records,  and,  accordingly,  Consultant agrees to comply with  all applicable	
	provisions of Florida law in handling such records, including but not limited to Section	
	119.0701, Florida Statutes. Consultant acknowledges that the designated public records	
	custodian for the  District is Rizzetta  & Company,  Inc. ("Public  Records  Custodian").	
	Among other requirements and to the extent applicable by law, the Consultant shall 1)	
	keep and maintain public records required by the District to perform the service; 2) upon	
	request by the Public Records Custodian, provide the District with the requested public	
	records or allow the records to be inspected or copied within a  reasonable time period at	
	a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure	
	that public records which are exempt or confidential and exempt from public records	
	disclosure requirements, are not disclosed except as authorized by law for the duration of	
	the contract term and following the contract term if the Consultant does not transfer the	
	records to the Public Records Custodian of the District; and 4) upon completion of the	
	Contract, transfer to the District, at no cost, all  public records in Consultant'spossession	
	or, alternatively, keep, maintain and meet all applicable	requirements for retaining public	
	records pursuant to  Florida  laws.   When such public records are transferred  by the	
	Consultant, the Consultant shall destroy any duplicate public records that are exempt or	

confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

2017-10-27 -WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT	
THE   CONSULTANT'S  DUTY   TO   PROVIDE   PUBLIC	
RECORDS RELATING TO THIS CONTRACT, CONTACT THE	
CUSTODIAN OF PUBLIC RECORDS AT (813) 514-0400, OR	
BY  EMAIL  AT	INFO@RIZZETTA.COM,  OR  BY  REGULAR	
MAIL  AT  3434  COLWELL  AVENUE,  SUITE  200,  TAMPA,	
FLORIDA 33614.	

9

XVII.	NOTICES. ("Notices")

All notices, requests, consents and other communications under this Contract 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

With

the District:

a copy to:

Del Webb Bexley Community

Development District

5844 Old Pasco Road, Suite 100

Wesley Chapel, FL  33544

Hopping Green & Sams, P.A.

119 South Monroe Street, Suite 300 (32301)

P.O. Box 6526

Tallahassee, FL 32314

Attn: District Counsel

If

to the Consultant:

Rizzetta Technology Services, LLC. 3434 Colwell Avenue, Suite 200 Tampa, FL 33614

With a copy to:

Rizzetta & Company, Inc.

5844 Old Pasco Road, Suite 100

Wesley Chapel, FL  33544

Attn: District Manager

Except as otherwise provided in this Contract, 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 Contract 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	the		
District and the Consultant,	Consultant may deliver Notice on behalf of			
	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.			

XVIII.

EFFECTIVE DATE. This Contract District and the Consultant, and shall or the Consultant in accordance with

shall become effective upon execution by both the remain effective until terminated by either the District the provisions of this Contract.

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	10	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

XIX.

HEADINGS FOR CONVENIENCE ONLY.	The descriptive headings in this Contract are

for convenience only and shall neither control nor affect the meaning or construction of

any of the provisions of this Contract.

XX.

XXI.

XXII.

AGREEMENT; CONFLICTS.	This instrument, together with accompanying Exhibit A,	
shall constitute the final and complete expression of this Contract between the District and	
the Consultant relating to the subject matter of this Contract. To the extent of any conflict	
between this instrument and Exhibit A, this instrument shall control.	
DEFAULT AND PROTECTION AGAINST THIRD PARTY INTERFERENCE. A default by	
either the District or the Consultant under this Contract shall entitle the other to all	
remedies available at law or in equity, which may include, but not be limited to, the right	
of damages, injunctive relief, and/or specific performance. The District shall be solely	
responsible for enforcing its rights under this Contract against any interfering third party.	
Nothing contained in this Contract shall limit or impair the District'sright to protect its rights	
from interference by a third party to this Contract.	
THIRD PARTY BENEFICIARIES.  This Contract is solely for the benefit of the District and	
the Consultant 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 Contract. Nothing in this Contract,	
express or implied,  is intended or shall  be construed to confer upon any person or	
corporation other than the District and the Consultant any right, remedy, or claim under or	
by reason of this Contract or any of the provisions or conditions of this Contract; and all of	
the provisions, representations, covenants, and conditions contained in this Contract shall	
inure to the sole benefit of and shall be binding upon the District and the Consultant and	
their respective representatives, successors, and assigns.	

XXIII.

COMPLIANCE WITH GOVERNMENTAL REGULATION.	The Consultant shall keep,	
observe, and perform all requirements of applicable local, State, and Federal laws, rules,	
regulations, and ordinances. If the Consultant fails to notify the District in writing within five	
(5) days of the receipt of any notice, order, required to comply notice, or a report of a	
violation or an alleged violation, made by a local, State, or Federal governmental body or	
agency or subdivision thereof with respect to the services being rendered under this	
Contract or any action of the Consultant or any of its agents, servants, employees, or	
materialmen, or with respect to terms, wages, hours, conditions of employment, safety	
appliances, or any other requirements applicable to provision of services, or fails to comply	
with any requirement of such agency within five (5) days after receipt of any such notice,	
order, request to comply notice, or report of a violation of an alleged violation, the District	
may terminate this Contract, such termination to be effective immediately upon the giving	
of notice of termination.		

XXIV.

ARM'SLENGTH TRANSACTION. This Contract has been negotiated fully between the District and the Consultant as an arm'slength transaction. The District and the Consultant participated fully in the preparation of this Contract with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Contract, the Parties are deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

11

XXV.

COUNTERPARTS. This Contract 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.

(Remainder

of

this page is left blank intentionally)

2017-10-27 - WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	
DEL WEBB BEXLEY		
COMMUNITY DEVELOPMENT DISTRICT	
Therefore, the		
Consultant and the District each intend to enter this Contract, understand the	
terms set forth herefn, and hereby	to those terms.	
ACCEPTED BY:		

12

BY:

PRINTED NAME:

TITLE:

DATE:

William

J.

Rizzetta
---

~ -

WITNESS:

Signature~

Print Name

DEL

WEBB

BEXLEY

COMMUNITY

DEVELOPMENT DISTRICT

BY:

PRINTED NAME:

TITLE:

DATE:

ATTEST:

Print

Name

Exhibit A - Exhibit B -

Scope of Schedule

Services

of Fees

2017-10-27-WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	13	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

EXHIBIT A

Scope of Services

ONE-TIME SERVICES: The Consultant shall provide the following One-Time Services to the District pursuant to this Contract.

1.	Website Development - Consultant shall design and implement a web site for District to comply with Florida law, including, but not limited to, Chapter 189.069, Florida Statutes, requiring that special districts operate and maintain an official internet web site. Consultant shall register a domain name in the District'sname for purposes of establishing the web-site. Details of required content are shown in Exhibit A.

2.	E-mail Set-up - Consultant shall establish and register a domain name (in the District's name) for purposes of setting up and creating individual e-mail addresses for supervisors, staff or employees as designated by the District.

STANDARD ON-GOING SERVICES:	The Consultant shall provide the following Standard On-

Going Services to the District pursuant to this Contract:

1.	Website Hosting, Backup and Content Updating - Consultant shall provide hosting and backup of District web site and update content, including minutes, financial statements and events on a monthly basis, or earlier if required by law. Consultant shall be responsible for ensuring District'scompliance with Florida law, including, but not limited to, Chapter 189.069, Florida Statutes, requiring that special districts operate and maintain an official internet web site throughout the term of this Contract.

2.	E-mail - Consultant shall provide services include ongoing management of e-mail accounts, hosting and backup in compliance with all applicable law regarding public records retention.

REQUIRED WEB SITE CONTENT: Pursuant to section 189.016 & 189.069, Florida Statutes, special district web sites will be required to include and make available the following information or documents:

1.	The full legal name of the special district.

2.	The public purpose of the special district.

3.	The name, official address, official e-mail address, and, if applicable, term and appointing authority for each member of the governing body of the special district.

4.	The fiscal year of the special district.

5.	The full text of the special district'scharter, the date of establishment, the establishing entity, and the statute or statutes under which the special district operates, if different from the statute or statutes under which the special district was established. Community development districts may reference chapter 190 as the uniform charter but must include information relating to any grant of special powers.

6.	The mailing address, e-mail address, telephone number, and website uniform resource locator of the special district.

2017-10-27 -WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	14	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

7.

8.

A description of the boundaries or service area of, and the services provided by, the

special district.

A listing of all taxes, fees, assessments, or charges imposed and collected by the

special district, including the rates or amounts for the fiscal year and the statutory

authority for the levy of the tax, fee, assessment, or charge. For purposes of this

subparagraph, charges do not include patient charges by a hospital or other health care

provider.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

The primary contact information for the special district for purposes of communication

from the department.

A code of ethics adopted by the special district, if applicable, and a hyperlink to generally

applicable ethics provisions.

The budget of the special district and any amendments thereto in accordance with s.

189.016.

Tentative budgets must be posted at least two (2) days before the budget hearing and

now remain on District websites for forty-five (45) days.

Final adopted budgets must be posted within thirty (30) days after adoption and now

remain on District websites for two (2) years.

Budget amendments must be posted within five (5) days after adoption and now remain

on District websites for two (2) years.

The final, complete audit report for the most recent completed fiscal year and audit

reports required by law or authorized by the governing body of the special district.

A listing of its regularly scheduled public meetings as required bys. 189.015( 1 ).

The public facilities report, if applicable.

The link to the Department of Financial Services'website as set forth ins. 218.32(1 )(g).

At least seven (7) days before each meeting or workshop, the agenda of the event,

along with any meeting materials available in an electronic format, excluding confidential

and exempt information. The information must remain on the website for at least one (1)

year after the event.

ADDITIONAL SERVICES:

A.	Website Customization;

B.	Network, phone system and wireless internet design;

C.	Installation and support;

D.	Security consultation;

E.	IT and computer training;

F.	Activity tracking;

G.  Alerts and system monitoring.

LITIGATION SUPPORT SERVICES: Prepare documentation in response to litigation requests and provide necessary expert testimony in connection with litigation involving District issues.

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CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	15	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		
EXHIBIT B		

Schedule

of

Fees

One-Time Services

will be billed at fixed fee pursuant to the following schedule:

Website Development:

Email Set-up:

Total One-Time Services:

Yes~

Yes __

No __

No __

$1,500.00	
$	500.00	
$	1,500.00	

Standard On-Going Services will schedule:

be billed

monthly

in

advance pursuant to the following

Website Hosting, Backup and Content Updating Management:	
Email (50 GB per user) at $15.00 per month per account:	
Board Supervisors	___ X$15.00	
On-Site Staff	___ X$15.00	
Other Staff/Committees/Etc.	___ X$15.00	

MONTHLY

$	100.00

$____

$____

$____

Total Standard On-Going Services Annually:

$

1,200.00

Total Services Costs:

One-time fee of $1,500.00 then $1,200.00 per year.

$

2,700.00

2017-10-27-WJR/ED

CONTRACT FOR PROFESSIONAL TECHNOLOGY SERVICES	16	
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT		

ADDITIONAL AND LITIGATION SUPPORT SERVICES:

Additional and Litigation Support Services will be billed hourly pursuant to the current hourly rates shown below:

JOB TITLE:	HOURLY RATE:	
Principal	$300.00	
Vice President	$	250.00	
Chief Financial Officer	$	250.00	
Director	$	225.00	
Information Technology Manager	$	225.00	
Regional District Manager	$	200.00	
Financial Services Manager	$	200.00	
Accounting Manager	$	200.00	
Regional Licensed Community Association Manager	$	200.00	
District Manager	$175.00	
Licensed Community Association Manager	$175.00	
Amenity Services Manager	$175.00	
Clubhouse Manager	$175.00	
Senior Helpdesk Support Engineer	$175.00	
Financial Analyst	$150.00	
Senior Field Services Manager	$150.00	
Senior Accountant	$150.00	
Field Services Manager	$125.00	
Community Association Coordinator	$100.00	
Financial Associate	$100.00	
Staff Accountant	$100.00	
Accounting Clerk	$	85.00	
Administrative Assistant	$	85.00	

2017-10-27 -WJR/ED

Tab 12

CONSTRUCTION AND MAINTENANCE EASEMENT AGREEMENT	
THIS  CONSTRUCTION  AND  MAINTENANCE  EASEMENT  AGREEMENT	
("Easement Agreement") is made this  u;-fi- day of  ,A/~8(;12.	. 2017 by NNP-Bexley,	
LLC, a Florida limited liability company, whose address is 777 S.	Harbour Island Blvd., Suite	
320,  Tampa,  Florida  33602  ("Grantor")	and  DEL  WEBB  BEXLEY  COMMUNITY	
DEVELOPMENT DISTRICT, a local unit	of special-purpose government established pursuant	
to Chapter 190, Florida Statutes, whose address is 5844 Old Pasco Road,  Suite  100, Wesley	
Chapel, Florida 33544 ("District" or "Grantee", and together with Grantor referred to herein as	
the "Parties," and separately as the "Party").		
WITNESSETH:		
WHEREAS, the District was established pursuant to 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  finance,  fund,  plan, establish, acquire,	
construct  or  reconstruct,  enlarge  or  extend,  equip,  operate,  and  maintain  certain  systems,	
facilities, and basic infrastructure and other infrastructure improvements within or without the	
boundaries of the District; and			
WHEREAS, the Grantor is the owner in fee simple of certain real property located in	
Pasco County, Florida, lying within the boundaries of the District including those certain parcels	
ofland lying more particularly described in Exhibit "A" attached hereto and incorporated herein	
by this reference (the "Easement Area"); and		
WHEREAS, Grantee has requested that the Grantor grant to Grantee a construction and	
maintenance easement over the Easement Area for the construction and installation of certain	
infrastructure improvements (the "Improvements") set forth in the Grantee's improvement plan,	
and the Grantor is agreeable to granting such an easement on the terms and conditions set forth	
herein.			

NOW, THEREFORE, in consideration of

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

the sum of Ten and 00/100 Dollars ($10.00)
mutual covenants of the Parties, the receipt

the Parties hereby agree as follows:

1.

incorporated

Recitals.

as a material

The foregoing recitals are true and correct and by this reference are
part of this Easement Agreement.

2.	Construction  and  Maintenance  Easement.	The  Grantor,  its  successors  and	
assigns,  hereby  grants  to  Grantee  an  easement  over,  upon,  under,  through,  and  across  the	
Easement Area for ingress and egress for the construction, installation, maintenance, repair and	
replacement of the Improvements (the "Easement").  Grantee shall use all due care to protect the	
Easement  Area  and  adjoining  property  from  damage  resulting  from  Grantee's  use  of the	
Easement Area.  In no event shall Grantee, its employees, agents, licensees, invitees, contractors	

and subcontractors use the Easement for the storage of construction materials, vehicles, supplies,	
tools  and  equipment;  the  erection  of temporary  construction  buildings,  storage  sheds  and	
shelters.  The Easement shall terminate upon the final construction of the Improvements.	
3.	Damage. In	the event that Grantee, its respective employees, agents, assignees,	
contractors  (or  their  subcontractors,  employees  or  materialmen),  or  representatives   cause	
damage to	the Easement Area or to adjacent property or improvements in the exercise of the	
easement rights granted herein, Grantee, at Grantee's sole cost and expense, agrees to promptly	
commence and diligently pursue the restoration of the same and the improvements so damaged	
to, as nearly as practical, the original condition and grade, including, without limitation, repair	
and replacement of any landscaping, hardscaping, plantings, ground cover, roadways, driveways,	
sidewalks, parking areas,  fences,  walks, utility lines, stormwater facilities,  pumping facilities,	
pumps and other structures or improvements of any kind.		
4.	Insurance.	Grantee and/or any contractors performing work for Grantee on the	
Easement Area shall at all times maintain general public liability insurance to afford protection	
against  any  and  all  claims  for  personal  injury,  death or property damage  arising  directly  or	
indirectly out of the exercise of the rights and privileges granted.  Said insurance shall be issued	
by  solvent,  reputable  insurance companies authorized to	do business in the  State of Florida,	
naming Grantee, and its employees and representatives, as	insureds, as their interests may appear	
in a combined-single limit	of not less than $1,000,000.00 with respect to bodily injury or death	
and property damage.  Said insurance protection shall name Grantor as an additional insured.	
5.	Indemnity.	To the extent permitted by law, but without waiving any sovereign	
immunity protection or other limits on liability afforded by law, Grantee shall indemnify and	
hold  harmless  Grantor,  and  its  successors,  assigns,  agents,  employees,  staff,  contractors,	
officers, supervisors, and representatives (together, "lndemnitees"), from any and all liability,	
loss or damage, whether monetary or otherwise, including reasonable attorneys'  fees and costs	
and all fees and costs of mediation or alternative dispute resolution, as a result of any claims,	
liabilities, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, or judgments,	
against Indemnitees which arise out of any of the activities referred to under the terms of this	
Easement Agreement or use of the Easement Area by Grantee, its successors, assigns, agents,	
employees,  contractors  (including  but  not  limited  to  subcontractors,  materialmen,  etc.),	
officers, invitees, or representatives, including but not limited to loss of life, injury to persons or	
damage to, or destruction or theft of property.		

6.	Limitations on

Agreement shall constitute or forth in section 768.28, Florida

Liabilitv. Grantor agrees that nothing
be construed as a waiver of Grantee's

Statutes, and other applicable law.

contained in this Easement limitations on liability set

7.

mechanic's

connection

Liens.	Grantee shall not permit (and shall promptly satisfy) any construction,
lien	or	encumbrance	against  the	Easement  Area  or	other  Grantor  property	in
with the exercise of its rights hereunder.

8.	Exercise  of  Rights .

Agreement are subject to the following

The rights and Easement created by this Easement provisions:

(a)	Grantee shall install the Improvements in a sound, professional manner and shall have sole responsibility for obtaining any necessary permits or regulatory approvals for the Improvements installation. Any rights granted hereunder shall be exercised by Grantee only in accordance and compliance with any and all applicable laws, ordinances, rules, regulations, permits and approvals, and any future modifications or amendments thereto. Grantee shall not discharge into or within the Easement Area any hazardous or toxic materials or substances, any pollutants, or any other substances or materials prohibited or regulated under any federal, state or local law, ordinance, rule, regulation or permit, except in accordance with such laws, ordinances, rules, regulations and permits.

(b)	Grantor makes no representation that the Easement Area is suitable for installation of the Improvements. Grantee acknowledges that there are or may be existing facilities located within the Easement Area. Grantee shall not interfere with or cause interruption in the day to day operation of all existing facilities in the Easement Area.

(c)	Nothing herein shall be construed to limit in any way Grantor's rights to (i) construct and maintain in the Easement Area any structures or other improvements that do not materially interfere with the use or enjoyment of the Easement granted herein for the purposes for which they are created as contemplated herein, or (ii) to use the Easement Area, or allow the use of the Easement Area by others, in common with Grantee, its successors and assigns.

9.	DefauJt.	A default by the  Grantor or Grantee under this Easement 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 actual damages, injunctive relief, and specific performance.	
10.	Enforcement of Agreement.	In the event that the Grantor or Grantee seeks to	
enforce this Easement Agreement by court proceedings or	otherwise, then the prevailing party	
shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and	
costs for trial, alternative dispute resolution, or appellate proceedings.	
11.	Notices.	Any notice, demand, consent, authorization, request, approval, or other	
communication that any Party is required, or	may desire, to give to or make upon the other Party	
pursuant to this Easement Agreement shall be effectivevalidand	only if in writing and delivered	
personally to the other Parties or sent by express 24-hour guaranteed courier or delivery service	
or  by  certified  mail  of the  United  States  Postal  Service,  postage  prepaid  and  return  receipt	
requested, addressed to the other Party as follows ( or to such other place as any Party may by	
notice to the others specify):			
To District:	Del Webb Bexley Community Development District	
		5844 Old Pasco Road, Suite 100	
		Wesley Chapel, Florida 33544		
		Attn:  District Manager		
With a copy to:	Hopping Green & Sams, P.A.		
		119 S. Monroe Street, Suite 300	
		Tallahassee, FL 32301		
		Attn: Jonathan T. Johnson		

To Grantor:

NNP-Bexley, LLC

777 S. Harbour Island Blvd., Suite 320

Tampa, Florida 33602

Attn:	Aaron J. Baker

With a copy to:

Feldman & Mahoney, P.A

2240 Belleair Road, Suite 240

Clearwater, Florida 33764

Attn: Donna Feldman

Notice shall be deemed given when received, except that if deliveryaccepted,isnot notice shall be deemed given on the date of such non-acceptance. 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 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 Grantor and counsel(s) for Grantee may deliver Notice on behalf of the Grantor and Grantee, respectively.

12.	Third Parties. This Easement Agreement is solely for the benefit of the Grantor and Grantee, 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 Easement Agreement. Nothing in this Easement Agreement expressed or implied is intended or shall be construed to confer upon any person, corporation, or entity other than the Grantor and Grantee any right, remedy, or claim under or by reason of this Easement Agreement or any of the provisions or conditions of this Easement Agreement. The Granter shall be solely responsible for enforcing its rights under this Easement Agreement against any interfering third party. Nothing contained in this Easement Agreement

shall limit or impairright the Grantor's	to protect its rights from interference by a third party.

13.	Assignment.  Neither of the Parties hereto may assign, transfer, or license all or

any portion of its rights under this Easement Agreementthe without prior written consent of the other Party. Any purported assignment, transfer, or license by one of the Parties absent the written consent of the other Party shall be void and unenforceable.

14.	Controlling Law and Venue. This Easement Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. The Parties agree and consent to venue in Pasco County, Florida, for the resolution of any dispute, whether brought in or out of court, arising out of this Easement Agreement.

15.	Public Records. All documents of any kind provided in connection with this Easement Agreement are public records and are treated as such in accordance with Florida law.

16.	Severability. The invalidity or unenforceability of any one or more provisions or part of a provision of this Easement Agreement shall not affect the validity or enforceability of the remaining provisions of this Easement Agreement or any part of this Easement Agreement not held to be invalid or unenforceable.

17.	Binding Effect. This Easement Agreement and all of the prov1s1ons, representations, covenants, and conditions contained herein shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, transferees, and/or licensees.

18.	Authorization. By execution below, the undersigned represent that they have been duly authorized by the appropriate body or official of their respective entity to execute this Easement Agreement, that the respective Parties have complied with all the requirements of law, and they have full power and authority to comply with the terms and provisions of this instrument.

19.	Amendments. Amendments to and waivers of the provisions contained in this Easement Agreement may be made only by an instrument in writing which is executed by both the Grantor and Grantee.

20.	Entire Agreement. This instrument shall constitute the final and complete expression of the agreement between the Parties relating to the subject matter of this Easement Agreement.

21.	Effective Date. The Effective Date of this Easement Agreement shall be the date first written above.

22.	Counterparts. This Easement Agreement may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute one and the same agreement.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

IN WITNESS WHEREOF, Grantor and Grantee caused this Easement Agreement to be executed, to be effective as of the day and year first written above.

WITNESSES:

Signed, sealed in the presence

and delivered

of:

Del Webb Bexley Community

Development District

Print

Name:

____

___..

...Kirs·......,te...n..._.L...,y~c..,.e"'-'tt~-

By:	~	~
Chairpersoice

Chairperson

Print

~

-	-

--

eftt1rittkt;i:~:11-A1-Y-y-f'Rwog""e..i:s~-

STATE OF FLORIDA

,_

COUNTY OF

-\-\\\\sbo(uv9p

The   foregoing   instrument   was   acknowledged   before   me   this   21_  day   of hl~\jt«\UCJY'  , 2017,  by  the  Chairperson/Vice  Chairperson  of  the  Del  Webb  Bexley Community Development Di stri ct, on behalf of District.  I_:k:/She is personaU y .known lorn~ or has

produced ___	____________________ as identification.

Print~

Notary Public,

State

~ ~
of Florida

era

Commission No.:	----------		
			
My Commission Expires: _______		
{Notary Seal}			

,,uu,,,
,''h~~vPi,;~,,,
f'im•:"\
~~	«•  ;J
-,..,	~
',,?f,,,.on,..,,'if.,,'~

BRITTANY ROGERS

Notary Public - State ol Florida

Commission # FF 976322

My Comm. Expires Mar 28, 2020

Signed, sealed and delivered	NNP-Bexley, LLC

in the presence of:

By:
Print Name: ___---,IKl'lo..u,..,·rs~t.....effn..,.L~y~c~ett----	Name: AaronJ.ak.er
Title: Vice President

STATE OF FLORIDA
COUNTY OF	}\ i \btbraogh

The foregoing was sworn to and subscribed before me this ~ day of N cvemW, 2017. by Aaron J. Baker as Vice President of NNP-Bexley, LLC . .lj_e/She is persona11 y known 1.Q

~	ill	~	~~~
-  ----  ------------------  -----as identification.

,.:-t[E~~~"t::.;;:,,~	BRITTANY ROGERS	
!,"':	•.'j	Notary Public • State ol Florida	
=._,,/	• ,.j	Commission ii FF 976322	
'',,J{6on~'il:~-•	My Comm. Expires Mar 28, 2020
11,, .. ,.•,,

(Signature of	aryP ic)

Brittany Rogers

(Typed name of Notary Public)
Notary Public, State of Florida
Commission No.: __________
My Commission Expires: _______

F.:xhibit A -  Legal Description

Tab 13

RESOLUTION 2018-32

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

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

and

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

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

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

1

reference and on file at 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33431 (the “District Records Office”); and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD
OF	SUPERVISORS	OF	THE	DEL	WEBB	BEXLEY
COMMUNITY DEVELOPMENT DISTRICT:

1.	Assessments shall be levied to defray a portion of the cost of the Improvements.

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

3.	The total estimated cost of the Improvements is $________________ (the “Estimated Cost”).

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

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

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

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

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

2

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

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

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

12.	This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 24th day of January, 2018.

ATTEST:		DEL WEBB BEXLEY COMMUNITY	
		DEVELOPMENT DISTRICT	
_____________________________	____________________________________	
Secretary/Assistant Secretary	Chairman, Board of Supervisors	
Exhibit A:	Engineer’s Report, dated ___________, 2018	
Exhibit B:	Preliminary Special Assessment Methodology Report, dated _________, 2018	

3

Tab 14

RESOLUTION 2018-33

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON ________________, 2018,
AT ______ __.M. AT 5844 OLD PASCO ROAD, SUITE
100, WESLEY CHAPEL, FL 33544, FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON IMPOSING SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH CHAPTERS 170, 190 AND 197, FLORIDA STATUTES.

WHEREAS, the Board of Supervisors of the Del Webb Bexley Community Development District (the “Board”) has previously adopted Resolution 2018-___ entitled:

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

WHEREAS, in accordance with Resolution 2018-___, a Preliminary Special Assessment Roll has been prepared and all other conditions precedent set forth in Chapters 170, 190 and 197, Florida Statutes, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33431 (the “District Records Office”).

1

NOW THEREFORE BE IT RESOLVED BY THE BOARD
OF	SUPERVISORS	OF	THE	DEL	WEBB	BEXLEY
COMMUNITY DEVELOPMENT DISTRICT:

1.	There is hereby declared a public hearing to be held at ______ _.m. on
	____________, 2018, at 5844 Old Pasco Road, Suite 100, Wesley Chapel, FL 33544, for the purpose of hearing comment and objections to the proposed special assessment program for District improvements as identified in the Preliminary Special Assessment Roll, a copy of which is on file. Affected parties may appear at that hearing or submit their comments in writing prior to the hearing to the office of the District Manager at 5844 Old Pasco Road, Suite 100, Wesley Chapel, Florida 33431; (813) 994-1001.

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

3.	This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 24th day of January, 2018.

ATTEST:

DEL WEBB BEXLEY COMMUNITY

DEVELOPMENT DISTRICT

_____________________________ Secretary/Assistant Secretary

____________________________________ Chairman

2

Tab 15

[!tibank.

January 11, 2018

Rizzetta & Company, Inc.
Attn: Matt Huber
3434 Colwell Avenue, Suite 200

Tampa, FL 33614

Re: Proposal to serve as Trustee, Paying Agent and Registrar for Del Webb Bexley Community Development District Series 2018

Dear Matt:

On behalf of U.S. Bank National Association, I am pleased to submit our proposal to provide Trustee, Registrar and Paying Agent Services for the Del Webb Bexley Community Development District.

U.S. Bank has made a long-term commitment to remain in the corporate trust business and to expand its services through acquisitions and establishing new offices in key areas. We have just expanded our southeast regional corporate trust office to Jacksonville, Florida, adding to its local Florida team to meet the needs of the bank’s growing line of business in this area. The following are just a few of the many advantages that make U.S. Bank Global Corporate Trust Services an excellent choice for corporate trust services:

•	Trust officers with extensive experience in working with all parties of the financing team.

•	Local presence to ensure responsiveness for you and the bondholders.

We are also proud to state that U.S. Bank is committed to business policies and practices that sustain the environment and does have a formal Environmental Sustainability Policy that guides and directs our business approach to sustainability. We take a broad approach to transforming our environmental commitments into actionable business practices. Environmental teams throughout the company work at the grassroots level to identify and build green opportunities into our products, services and business practices. Progress is monitored and directed by our Environmental Affairs team and the Stewardship Council. Grassroots action with senior-level accountability provides focus, and results in concrete progress toward meeting our goals. Our delivery of our online portal strategy is a great example of this policy in action reducing the paper carbon footprint through the use of imaging technology.

We look forward to working with the Del Web Bexley Community Development District and are anxious to develop a strong banking relationship. Should you have any questions, please do not hesitate to call me directly at (407) 835-3805, or via email at: stacey.johnson4@usbank.com.

Best regards,

Stacey L. Johnson

Vice President

Relationship Manager | Southeast Region

r

U.S. Bank Global Corporate Trust Services

Fees and Charges – Del Webb Bexley Community Development District Series 2018

I.	ACCEPTANCE FEE	$1,250.00 Per Series, payable in advance
Covers review of documents, participation in document conferences, establishing records / accounts, authentication/ delivery of bonds, receipt of funds, establishment of procedures and ticklers necessary to perform our duties and monitor the various terms and covenants in the financing documents.

II. ANNUAL ADMINISTRATION FEE	4 basis points on amount issued, payable in advance:	
	Minimum	$3,450.00	
	Each additional Series	$2,500.00	

Maintenance of records in connection with the control of the bonds outstanding; review and compliance of document provisions; receive, pay out and control the movement of funds; pay periodic interest and principal; and prepare periodic accountings and reports. Bond Registrar and Paying Agent services are included. Standard Trustee disclosure information is provided in our services.

III. LEGAL FEES

IV. TRAVEL (NOT TO EXCEED)

V. INCIDENTAL EXPENSES

Billed at Cost – Not to Exceed $6,000.00

$100.00

7.75% of annual trustee administration fee, payable in arrears

Incidental expenses, such as, wires, postage, copies, mailings, courier expenses, etc.

VI. EXTRAORDINARY EXPENSES / OTHER SERVICES	Billed at Cost

Occasionally we are required to provide services that require extraordinary expenses (such as publication notices, counsel, etc.), and these will be billed at cost.The quoted fee does not include services as Disclosure Agent pursuant to Securities & Exchange commission Rule 15c12- 12, as amended. U.S. Bank will discuss this service with the Obligor if applicable pursuant to the terms of the bond issues.

Account approval is subject to review and qualification. Fees are subject to change at our discretion and upon written notice. Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement. Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized, any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees constitutes acceptance of the terms and conditions set forth.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

U.S. Bank Global Corporate Trust Services

Tab 16

RESOLUTION NO. 2018-31

A	RESOLUTION	OF	DEL	WEBB	BEXLEY	COMMUNITY
DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF
NOT EXCEEDING $35,000,000 PRINCIPAL AMOUNT OF DEL
WEBB	BEXLEY	COMMUNITY	DEVELOPMENT	DISTRICT
SPECIAL ASSESSMENT BONDS, IN ONE OR MORE SERIES,
FOR THE PURPOSE OF FINANCING THE CONSTRUCTION
AND/OR ACQUISITION BY THE DISTRICT OF THE PUBLIC
IMPROVEMENTS AND COMMUNITY FACILITIES PERMITTED
BY THE PROVISIONS OF CHAPTER 190, FLORIDA STATUTES,
AS  AMENDED,  AND  THE  ORDINANCE  CREATING  THE
DISTRICT;  APPROVING  A  FORM  OF  A  MASTER  TRUST
INDENTURE; APPROVING AND APPOINTING A TRUSTEE;
AUTHORIZING  THE  COMMENCEMENT  OF  VALIDATION
PROCEEDINGS  RELATING  TO  THE  FOREGOING  BONDS;
AUTHORIZING	AND	APPROVING	OTHER	MATTERS
RELATING TO THE FOREGOING BONDS; AND PROVIDING

AN EFFECTIVE DATE.

WHEREAS, Del Webb Bexley Community Development District (the "District") is a local unit of special- purpose government organized and existing in accordance with the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), created by Ordinance No. 17-39 of the Board of County Commissioners of Pasco County, Florida (the "County"), enacted on October 24, 2017, with an effective date of October 30, 2017;

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the design, acquisition and/or construction of certain improvements pursuant to the Act (the "Project");

WHEREAS, the District desires to authorize the issuance of not to exceed $35,000,000 aggregate principal amount of its Del Webb Bexley Community Development District Special Assessment Bonds, Series [to be designated], in one or more series (collectively, the "Bonds"), in order to pay all or a portion of the design, acquisition and/or construction costs of the Project;

WHEREAS, the District desires to provide the terms and conditions under which the District will acquire and cause to be constructed the improvements on and around District lands;

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

WHEREAS, the District desires to appoint a trustee for the Bonds; and

WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Bonds and to provide for the judicial validation of the Bonds pursuant to Section 190.016(12), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED by the Del Webb Bexley Community Development District, as follows:

Section 1. Authorization of Bonds. The District hereby authorizes the issuance of not to exceed $35,000,000 aggregate principal amount of the Bonds, in one or more series, to pay costs of the Project. Pursuant to Section 190.016(1), the Bonds may be issued and delivered by the District in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale.

Section 2. Certain Details of the Bonds. The Bonds, and the interest thereon, shall not be deemed to constitute a debt, liability or obligation of the District, of the County or of the State of Florida (the "State"), or of any other political subdivision thereof, but shall be payable solely from the Special Assessments (as defined in the form of Indenture hereinafter referred to) levied by the District on property within the District benefited by the Project and subject to assessment, as set forth in the Indenture, and neither the faith and credit nor any taxing power of the District, the County, or the State, or of any other political subdivision thereof, is pledged to the payment of the principal of or interest on the Bonds, except for Special Assessments to be assessed and levied by the District to secure and pay the Bonds.

The Bonds shall:

(i)	be issued in one or more series and may be delivered in payment of the purchase price of all or a portion of the Project or sold at public or private sale, as provided in Section 190.016(1), each series in an aggregate principal amount to be determined by subsequent resolution or resolutions of the District; provided, however, that the total aggregate principal amount of the Bonds issued may not exceed $35,000,000;

(ii)	be issued in fully registered form in such principal denominations of $5,000 or any integral multiple thereof, except as otherwise provided in a Supplemental Indenture;

(iii)	bear interest at an average annual rate not exceeding the maximum rate as may then be permitted by the laws of the State as more particularly provided in a resolution adopted by the District prior to the issuance and delivery of the Bonds;

2

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

(v)	be dated as provided in a resolution adopted by the District prior to the issuance and delivery thereof.

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

Prior to the issuance and delivery of the Bonds, the District shall have undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection proceedings, in order to levy and collect Special Assessments upon the lands within the District subject to assessment, all as more specifically required and provided for by the Act and Chapters 170, 190 and 197, Florida Statutes, as the same may be amended from time to time, or any successor statutes thereto.

Section 3. Designation of Attesting Members. The Chair, Secretary of the Board of Supervisors (the "Board") of the District, or in the case of the Chair's and Secretary's absence or inability to act, the Vice Chair or Assistant Secretaries and members of the Board (each individually a "Designated Member"), are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chair or Vice Chair of the Board as they appear on the Bonds, the Indenture and any other documents which may be necessary or helpful in connection with the issuance and delivery of the Bonds and in connection with the application of the proceeds thereof.

Section 4. Authorization of Execution and Delivery of Master Trust Indenture. The District does hereby authorize and approve the execution by the Chair and any Designated Member the delivery of a Master Trust Indenture (the "Indenture") for the Bonds, between the District and the trustee appointed pursuant to Section 6 of this Resolution (the "Trustee"). The Indenture shall provide for the security of the Bonds and express the contract between the District and the owners of such Bonds. The Indenture shall be in substantially the form attached hereto and marked Exhibit "A" and hereby approved, with such changes therein as are necessary or desirable to reflect the terms of the sale of the Bonds as shall be approved by the Chair executing the same, with such execution to constitute conclusive evidence of such officer's approval and the District's approval of any changes therein from the form of Indenture attached hereto.

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Section 5. Sale of Bonds. Pursuant to the provisions of Section 190.016(1) of the Act, the Bonds may be delivered in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale after such advertisement, if any, as the Board may deem advisable but not in any event at less than 90 percent of the par value thereof, together with accrued interest thereon, in conformance with the provisions of the Act.

Section 6. Appointment of Trustee. The District hereby appoints U.S. Bank National Association, as Trustee, for the Bonds. The Trustee shall also serve as the Paying Agent, Registrar and Authenticating Agent under the Indenture.

Section 7. Bond Validation. District Counsel and Bond Counsel to the District are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Sixth Judicial Circuit of Florida, in and for Pasco County, Florida, for validation and the proceedings incident thereto for the Bonds and for the Special Assessments to the extent required by and in accordance with Section 190.016(12), Florida Statutes. The Chair, District Counsel or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District, and the District’s Assessment Consultant are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings.

Section 8. Authorization and Ratification of Prior and Subsequent Acts. The members of the Board, the officers of the District, and the agents and employees of the District, are hereby authorized and directed to do all such acts and things and to execute all such documents, including, without limitation, the execution and delivery of any closing documents, as may be necessary to carry out and comply with the provisions of this resolution, the Indenture, and all of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.

Section 9. Subsequent Resolution(s) Required. Notwithstanding anything to the contrary contained herein, no series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or supplemental indenture for each such series fixing the details of such series of Bonds remaining to be specified or delegating to a Designated Member the authority to fix such details.

Section 10. Open Meetings. It is found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of the Board of Supervisors of the District and that all deliberations of the members of the Board of Supervisors of the District which resulted in such formal action were taken in meetings open to the public, in full compliance with all legal requirements.

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Section 11. Severability. If any section, paragraph, clause or provision of this resolution shall be held to be invalid or ineffective for any reason, the remainder of this resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 12. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.

PASSED in Public Session of the Board of Supervisors of the Del Webb Bexley Community Development District, this 24th day of January, 2018.

[SEAL]		DEL WEBB BEXLEY COMMUNITY	
		DEVELOPMENT DISTRICT	
ATTEST:			
			
Secretary/Assistant Secretary, Board of		Chair, Board of Supervisors	
Supervisors			

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EXHIBIT A

FORM OF MASTER TRUST INDENTURE

BMO DRAFT #1

January 16, 2018

MASTER TRUST INDENTURE

between

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

______________________________

Dated as of ____________ 1, 2018
______________________________

relating to

DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

SPECIAL ASSESSMENT BONDS

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	2

ARTICLE II THE BONDS	18

Section 2.01.	Amounts and Terms of Bonds; Details of Bonds	18
Section 2.02.	Execution	19
Section 2.03.	Authentication; Authenticating Agent	20
Section 2.04.	Registration and Registrar	20
Section 2.05.	Mutilated, Destroyed, Lost or Stolen Bonds	20
Section 2.06.	Temporary Bonds	21
Section 2.07.	Cancellation and Destruction of Surrendered Bonds	21
Section 2.08.	Registration, Transfer and Exchange	21
Section 2.09.	Persons Deemed Owners	22
Section 2.10.	Limitation on Incurrence of Certain Indebtedness	22
Section 2.11.	Qualification for The Depository Trust Company	22

ARTICLE III ISSUE OF BONDS	24

Section 3.01.	Issue of Bonds	24

ARTICLE IV ACQUISITION OF PROJECT	27

Section 4.01.	Project to Conform to Plans and Specifications; Changes	27

Section 4.02.	Compliance Requirements	27

ARTICLE V ACQUISITION AND CONSTRUCTION FUND	27

Section 5.01.	Acquisition and Construction Fund	27

ARTICLE VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS	29

Section 6.01.	Special Assessments; Lien of Indenture on Pledged Revenues	29

Section 6.02.	Funds and Accounts Relating to the Bonds	30
Section 6.03.	Revenue Fund	30
Section 6.04.	Debt Service Fund	32
Section 6.05.	Debt Service Reserve Fund	33
Section 6.06.	Bond Redemption Fund	36
Section 6.07.	Drawings on Credit Facility	36
Section 6.08.	Procedure When Funds Are Sufficient to Pay All Bonds of a Series	37
Section 6.09.	Certain Moneys to Be Held for Series Bondowners Only	37
Section 6.10.	Unclaimed Moneys	37

ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS	37

Section 7.01.	Deposits and Security Therefor	37
Section 7.02.	Investment or Deposit of Funds	38
Section 7.03.	Valuation of Funds	39

Section 7.04.	Brokerage Confirmations	39

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Section 7.05.	Patriot Act Requirements of the Trustee	40

ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS	40

Section 8.01.	Redemption Dates and Prices	40

Section 8.02.	Notice of Redemption and of Purchase	41

Section 8.03.	Partial Redemption of Bonds	43

ARTICLE IX COVENANTS OF THE ISSUER	44

Section 9.01.	Power to Issue Bonds and Create Lien	44
Section 9.02.	Payment of Principal and Interest on Bonds	44
Section 9.03.	Special Assessments; Re-Assessments.	45
Section 9.04.	Method of Collection	45
Section 9.05.	Delinquent Special Assessments	46
Section 9.06.	Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special
Assessment Liens	46
Section 9.07.	Books and Records with Respect to Special Assessments	47
Section 9.08.	Removal of Special Assessment Liens	47
Section 9.09.	Deposit of Special Assessments	48
Section 9.10.	Construction to be on Issuer Lands	48
Section 9.11.	Operation, Use and Maintenance of Project	48
Section 9.12.	Observance of and Compliance with Valid Requirements	48
Section 9.13.	Payment of Operating or Maintenance Costs by State or Others	49
Section 9.14.	Public Liability and Property Damage Insurance; Maintenance of Insurance;
Use of Insurance and Condemnation Proceeds.	49
Section 9.15.	Collection of Insurance Proceeds	51
Section 9.16.	Use of Revenues for Authorized Purposes Only	51
Section 9.17.	Books, Records and Annual Reports	52
Section 9.18.	Observance of Accounting Standards	52
Section 9.19.	Employment of Certified Public Accountant	52
Section 9.20.	Establishment of Fiscal Year, Annual Budget	52
Section 9.21.	Employment of Consulting Engineer; Consulting Engineer’s Report.	52
Section 9.22.	Audit Reports	53
Section 9.23.	[RESERVED]	53
Section 9.24.	Covenant Against Sale or Encumbrance; Exceptions	53
Section 9.25.	Fidelity Bonds	54
Section 9.26.	No Loss of Lien on Pledged Revenues	54
Section 9.27.	Compliance With Other Contracts and Agreements	54
Section 9.28.	Issuance of Additional Obligations	54
Section 9.29.	Extension of Time for Payment of Interest Prohibited	54
Section 9.30.	Further Assurances	55
Section 9.31.	Use of Bond Proceeds to Comply with Internal Revenue Code	55
Section 9.32.	Corporate Existence and Maintenance of Properties	55
Section 9.33.	Continuing Disclosure	55
Section 9.34.	Provisions Relating to Bankruptcy or Insolvency of Landowner.	56

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ARTICLE X EVENTS OF DEFAULT AND REMEDIES	57

Section 10.01.	Events of Default and Remedies	57
Section 10.02.	Events of Default Defined	57
Section 10.03.	No Acceleration	59
Section 10.04.	Legal Proceedings by Trustee.	59
Section 10.05.	Discontinuance of Proceedings by Trustee	59
Section 10.06.	Bondholders May Direct Proceedings	59
Section 10.07.	Limitations on Actions by Bondholders	59
Section 10.08.	Trustee May Enforce Rights Without Possession of Bonds	60
Section 10.09.	Remedies Not Exclusive	60
Section 10.10.	Delays and Omissions Not to Impair Rights	60
Section 10.11.	Application of Moneys in Event of Default	60
Section 10.12.	Trustee’s Right to Receiver; Compliance with Act	61
Section 10.13.	Trustee and Bondholders Entitled to all Remedies under Act	61
Section 10.14.	Credit Facility Issuer’s Rights Upon Events of Default	62
Section 10.15.	Issuer Covenants After Event of Default.	62

ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	62

Section 11.01.	Acceptance of Trust	62

Section 11.02.	No Responsibility for Recitals	63
Section 11.03.	Trustee May Act Through Agents; Answerable Only for Willful Misconduct
or Negligence	63
Section 11.04.	Compensation and Indemnity	63
Section 11.05.	No Duty to Renew Insurance	64
Section 11.06.	Notice of Default; Right to Investigate	64
Section 11.07.	Obligation to Act on Defaults	64
Section 11.08.	Reliance by Trustee	64
Section 11.09.	Trustee May Deal in Bonds	65
Section 11.10.	Construction of Ambiguous Provisions	65
Section 11.11.	Resignation of Trustee	65
Section 11.12.	Removal of Trustee	65
Section 11.13.	Appointment of Successor Trustee	66
Section 11.14.	Qualification of Successor	66
Section 11.15.	Instruments of Succession	66
Section 11.16.	Merger of Trustee	66
Section 11.17.	Extension of Rights and Duties of Trustee to Paying Agent and Registrar	67
Section 11.18.	Resignation of Paying Agent or Registrar	67
Section 11.19.	Removal of Paying Agent or Registrar	67
Section 11.20.	Appointment of Successor Paying Agent or Registrar	67
Section 11.21.	Qualifications of Successor Paying Agent or Registrar	68
Section 11.22.	Judicial Appointment of Successor Paying Agent or Registrar	68
Section 11.23.	Acceptance of Duties by Successor Paying Agent or Registrar	68
Section 11.24.	Successor by Merger or Consolidation	68

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ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS	69

Section 12.01.	Acts of Bondholders; Evidence of Ownership of Bonds	69

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS	69

Section 13.01.	Amendments and Supplements Without Bondholders’ Consent	69
Section 13.02.	Amendments With Bondholders’ Consent	70
Section 13.03.	Trustee Authorized to Join in Amendments and Supplements; Reliance on
Counsel	70

ARTICLE XIV DEFEASANCE	70

Section 14.01.	Defeasance	70

Section 14.02.	Deposit of Funds for Payment of Bonds	70

ARTICLE XV MISCELLANEOUS PROVISIONS	71

Section 15.01.	Limitations on Recourse	71

Section 15.02.	Payment Dates	72
Section 15.03.	No Rights Conferred on Others	72
Section 15.04.	Illegal Provisions Disregarded	72
Section 15.05.	Substitute Notice	72
Section 15.06.	Notices	72
Section 15.07.	Controlling Law	73
Section 15.08.	Successors and Assigns	73
Section 15.09.	Headings for Convenience Only	73
Section 15.10.	Counterparts	73
Section 15.11.	Appendices and Exhibits	73

EXHIBIT A – LEGAL DESCRIPTION OF THE DISTRICT

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

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THIS MASTER TRUST INDENTURE, dated as of _____________ 1, 2018 (the "Master

Indenture"), by and between the DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT (the "Issuer"), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee, authorized to accept and execute trusts of the character herein set out and having a corporate office in Orlando, Florida (said corporation and any bank or trust company becoming successor trustee under the Indenture (as defined herein) being hereinafter referred to as the "Trustee");

WITNESSETH:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), by Ordinance No. 17-39 enacted by the Board of County Commissioners of Pasco County, Florida (the "County") on October 24, 2017, with an effective date of October 30, 2017, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of systems, facilities and basic infrastructure within and without the boundaries of the premises to be governed by the Issuer; and

WHEREAS, the premises governed by the Issuer (as further described in Exhibit A hereto, the "District Lands") consist of approximately 428.934 acres of land located entirely within the County; and

WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B hereto, the "Capital Improvement Program"); and

WHEREAS, the Issuer proposes to finance or refinance the cost of acquisition and construction of the Capital Improvement Program by the issuance of one or more series of bonds pursuant to this Master Indenture;

NOW, THEREFORE, THIS MASTER INDENTURE WITNESSETH, that to provide for the issuance of Bonds (hereinafter defined) under this Master Indenture, as supplemented from time to time by one or more Supplemental Indentures (hereinafter defined), the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series (hereinafter defined) and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit

1

Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds of a Series issued hereunder and any reimbursement due to any Credit Facility Issuer for any drawing on its Credit Facility issued with respect to any such Bonds, as required under the terms of the corresponding Credit Facility Agreement, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:

ARTICLE I

DEFINITIONS

In this Master Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout the Indenture, and in addition, the following terms shall have the meanings specified below:

"Account" shall mean any account established pursuant to the Indenture.

"Acquisition Agreement" shall mean one or more acquisition agreements among the Issuer and the Developer, pursuant to which the Developer agrees to provide, design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Developer, certain work product, plans and improvements comprising all or a portion of the Capital Improvement Program and with respect to a Series of Bonds, as further provided in a Supplemental Indenture.

"Acquisition and Construction Fund" shall mean the Fund so designated which is established pursuant to Section 5.01 hereof.

"Act" shall mean the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended from time to time, and any successor statute thereto.

"Annual Budget" shall mean the Issuer’s budget of current operating and maintenance expenses for a Fiscal Year, adopted pursuant to the provisions of Section 9.20 of this Master Indenture, as the same may be amended from time to time.

"Authenticating Agent," shall mean the agent so described in, and appointed pursuant to, Section 2.03 hereof.

"Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.

"Authorized Newspaper" shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York,

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New York, or Pasco County, Florida, or such other locations as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers.

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or

(b)	is treated as the owner of any Bonds for federal income tax purposes. The Trustee is authorized to recognize the Beneficial Owners of a Series of Bonds for purposes of approvals, consents or other actions taken under the Indenture if beneficial ownership is proven to the satisfaction of the Trustee.

"Board" shall mean the board of supervisors of the Issuer.

"Bond Counsel" shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.

"Bondholder," "Holder of Bonds," "Holder," "Bondowner" or "Owner" or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.

"Bond Redemption Fund" shall mean the Fund so designated which is established pursuant to Section 6.06 hereof.

"Bond Register" shall have the meaning specified in Section 2.04 of this Master Indenture.

"Bonds" shall mean the Del Webb Bexley Community Development District (Pasco County, Florida) Special Assessment Bonds, Series [to be designated] issued in one or more Series and delivered pursuant to the provisions of this Master Indenture and Bonds subsequently issued to refund all or a portion of the Bonds.

"Business Day" shall mean any day other than a Saturday, a Sunday, a legal holiday, or a day on which the corporate office of the Trustee, the Registrar or any Paying Agent is closed, or a day on which the New York stock exchange is closed.

"Certified Public Accountant" shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State.

"Certified Resolution" or "Certified Resolution of the Issuer" shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal,

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to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

"Completion Date" shall have the meaning given to such term in Section 5.01(c) of this Master Indenture.

"Consultant" shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating to municipal entities and having a favorable reputation for skill and experience in the financial affairs of municipal entities.

"Consultant’s Certificate" shall mean a certificate or a report prepared in accordance with then applicable professional standards duly executed by a Consultant.

"Consulting Engineer" shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Master Indenture to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under the Indenture.

"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the Issuer, the Developer and any dissemination agent named therein in connection with the issuance of a Series of Bonds hereunder, pursuant to the requirements of the Rule.

"Cost" or "Costs," in connection with the Project or any portion thereof, shall mean all expenses which are properly chargeable thereto under Generally Accepted Governmental Accounting Principles or which are incidental to the planning, financing, acquisition, construction, reconstruction, equipping and installation thereof, including, without limiting the generality of the foregoing:

(a)	expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction;

(b)	cost of surveys, estimates, plans, and specifications;

(c)	cost of construction/performance bonds, construction permits and platting;

(d)	cost of improvements;

(e)	engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges;

(f)	cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to

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the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer);

(g)	cost of all lands, properties, rights, easements, and franchises acquired;

(h)	financing charges;

(i)	creation of initial reserve and debt service funds;

(j)	working capital;

(k)	interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine;

(l)	the cost of issuance of Bonds, including, without limitation, advertisements and
	printing;

(m)	the cost of any election held pursuant to the Act and all other expenses of issuance of bonds;

(n)	the discount, if any, on the sale or exchange of Bonds;

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

(p)	costs of prior improvements performed by the Issuer in anticipation of a Project;

(q)	costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute;

(r)	premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;

(s)	payments, contributions, dedications, surety bonds, deposits and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any Issuer purpose;

(t)	administrative expenses;

(u)	taxes, assessments and similar governmental charges during construction or reconstruction of a Project;

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(v)	expenses of Project management and supervision;

(w)	costs of effecting compliance with any and all governmental permits relating to a
	Project;

(x)	such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of a Project or to the financing thereof; and

(y)	any other "cost" or expense as provided by the Act.

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

"Counsel" shall mean an attorney-at-law or law firm (who may be counsel for the Issuer) with expertise in the related matter.

"County" shall mean Pasco County, Florida.

"Credit Facility" shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary contained in the Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Issuer.

"Credit Facility Agreement" shall mean any agreement pursuant to which a Credit Facility Issuer issues a Credit Facility.

"Credit Facility Issuer" shall mean the issuer or guarantor of any Credit Facility.

"Debt Service Fund" shall mean the Fund so designated which is established pursuant to Section 6.04 hereof.

"Debt Service Requirements," with reference to a specified period, shall mean:

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(a)	interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under the Indenture; and

(b)	amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and

(c)	amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.

"Debt Service Reserve Fund" shall mean the Fund so designated which is established pursuant to Section 6.05 hereof.

"Debt Service Reserve Insurance Policy" shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any account thereof in the one of the three highest rating categories of either Moody’s or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.

"Debt Service Reserve Letter of Credit" shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any account thereof in one of the three highest rating categories of either Moody’s or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.

"Debt Service Reserve Requirement" shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, and (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series.

"Defeasance Securities" shall mean, to the extent permitted by law, (a) cash or (b) non-callable Government Obligations.

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"Deferred Costs" shall mean the amount advanced by the Developer and deposited into the appropriate Account of the Acquisition and Construction Fund, and with respect to an Acquisition Agreement or the amount by which the Cost of the Capital Improvement Program or portion thereof to be conveyed by the Developer to the Issuer pursuant to such Acquisition Agreement exceeds the amount actually paid by the Issuer for the Capital Improvement Program or portion thereof from proceeds of the applicable Series of Bonds, the repayment of such costs being subordinate to the Bonds issued and Outstanding under the Indenture and payable, if ever, solely as provided herein and in the applicable Supplemental Indenture. The Trustee may conclusively rely on specific written instructions set forth in the applicable Supplemental Indenture or certifications set forth in a requisition delivered to it with respect to the existence of any Deferred Costs to be paid and the amount to be paid. In all other respects, the Trustee, absent specific written notice from the Issuer or the District Manager, is authorized to assume that no Deferred Costs exist.

"Developer" shall mean NNP-Bexley, LLC, a Florida limited liability company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.

"District Lands" shall mean the premises governed by the Issuer, currently consisting of approximately 428.934 acres of land located entirely within the County, as more fully described in Exhibit A.

"District Manager" shall mean the then District Manager or acting District Manager of the Issuer.

"Electronic Means" or "electronic means" shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.

"Event of Default" shall mean any of the events described in Section 10.02 hereof.

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

"Fitch" shall mean Fitch Ratings, Inc.

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

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"Generally Accepted Governmental Accounting Principles" shall mean those accounting principles applicable in the preparation of financial statements of governmental entities such as the Issuer.

"Government Obligations" shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.

"Indenture" shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the Supplemental Indenture pursuant to which such Series of Bonds is issued.

"Independent" shall mean a Person who is not a member of the Issuer’s Board, an officer or employee of the Issuer or the Developer, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder who is a member of the Issuer’s Board, or an officer or employee of the Issuer; provided, however, that the fact that such Person is retained regularly by or regularly transacts business with the Issuer or the Developer shall not make such Person an employee within the meaning of this definition.

"Interest Account" shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.

"Interest Payment Date" shall mean each May 1 and November 1 commencing on the date specified in the Supplemental Indenture pursuant to which a Series of Bonds is issued.

"Interest Period" shall mean the period from and including any Interest Payment Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day.

"Investment Grade Rating" shall mean either a rating of "BBB-" or higher by S&P or a rating of "Baa3" or higher by Moody’s or a rating of "BBB-" or higher by Fitch.

"Investment Securities" shall mean and include any of the following securities;

(1)	Government Obligations;

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

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

(4)	commercial paper rated in one of the top two rating categories by both Moody’s
	and S&P;

(5)	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;

(6)	shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category by Moody’s or S&P;

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

(i)	Failure to maintain the requisite collateral percentage will require the Issuer or the Trustee to liquidate the collateral as provided above;

(ii)	The Holder of the collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the

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collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books);

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

(iv)	The repurchase agreement shall be a "repurchase agreement" as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a "qualified financial contract" as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and such bank is subject to FIRREA;

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

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

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

(viii)	The term of the repurchase agreement shall be no longer than ten years or the remaining term of the Bonds, whichever is earlier;

(ix)	The interest with respect to the repurchase transaction shall be payable no less frequently than quarterly;

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

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

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

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collateral") shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider’s books) free and clear of any third-party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Owners and the Trustee. The custodial agreement shall provide that the Trustee must have the rights for disposition or control over the collateral of the repurchase agreement, irrespective of an event of default by the provider of such repurchase agreement.

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

(8)	any other investment permitted under Florida law and approved in writing by the Majority Owners of the Bonds secured thereby;

(9)	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; and

(10)	investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the parent guarantees the investment agreement, which bank, insurance company, financial institution or parent has an unsecured, uninsured and unguaranteed obligation (or claims-paying ability) rated in the highest short-term rating category by Moody’s, S&P or Fitch (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated Aa2 or better by Moody’s and AA or better by S&P or Fitch, respectively (if the term of such agreement is more than 365 days) or is the lead bank of a parent bank holding company with an uninsured, unsecured and unguaranteed obligation of the aforesaid ratings, provided:

(i)	interest is paid on any date interest is due on the Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;

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

(iii)	the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and

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(iv)	the Issuer and the Trustee receive an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

(v)	in the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody’s, S&P or Fitch, respectively, the provider shall notify the Trustee within ten (10) Business Days of such downgrade event and the provider shall at its option, within five (5) Business Days after notice is given to the Trustee, take any of the following actions:

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

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

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

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

(11)	bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the Issuer of Columbia, if such obligations are rated in one of the three highest ratings by both Moody’s and S&P or in one of the two highest categories by either S&P or Moody’s;

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

(13)	in addition to the deposits described in subsection (3) above in the definition of Investment Securities, time deposits, demand deposits or certificate of deposit of any depository institution or trust company incorporated under the law of the United States of America or any State (or any domestic branch of foreign bank) and subject to supervision and examination by Federal or State depository institution authority (including the Trustee); provided, however, that at the time of the investment, short-term unsecured debt obligations hereof shall have a credit rating in the highest rating category by S&P or Moody's.

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Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed in writing by an Authorized Officer of the Issuer is permitted under the Indenture and is a legal investment for funds of the Issuer.

"Issuer" shall mean the Del Webb Bexley Community Development District.

"Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds then Outstanding to which such reference is made.

"Major Non-Recurring Expense" shall mean the cost of major replacement or reconstruction of the Capital Improvement Program, or any part thereof, the cost of major repairs, renewals or replacements, the provision of a reserve for the payment of insurance premiums not due on an annual or more frequent basis, and the cost of studies, surveys, estimates and investigations in connection with any of the foregoing.

"Master Indenture" shall mean, this Master Trust Indenture by and between the Issuer and the Trustee, as amended and or supplemented in accordance with the provisions of Article XIII hereof.

"Moody’s" shall mean Moody’s Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody’s" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

"Officers’ Certificate" or "Officer’s Certificate" shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee.

"Outstanding," in connection with a Series of Bonds, shall mean, as of the time in question, all Bonds of such Series authenticated and delivered under the Indenture, except:

(a)	all Bonds theretofore cancelled or required to be cancelled under Section 2.07

hereof;

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

(c)	Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.

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In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds of such Series which are known by the Trustee to be held by or on behalf of the Issuer shall be disregarded for the purpose of any such determination; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof.

"Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Paying Agent" shall mean initially, the Trustee, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.

"Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals.

"Pledged Revenues" shall mean, unless otherwise provided by Supplemental Indenture with respect to a specific Series of Bonds, with respect to a particular Series of Bonds Outstanding, (a) all revenues received by the Issuer from Special Assessments levied and collected on all or a portion of the District Lands with respect to such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture expressly allocated to such particular Series of Bonds; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this provision).

"Project" shall mean, with respect to any Series of Bonds, the portion or portions of the Capital Improvement Program financed or refinanced with such Series of Bonds, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided that the portion or portions of the Capital Improvement Program financed with such Series of Bonds shall specially benefit all of the District Lands on which Special Assessments to secure such Series of Bonds have been levied.

"Property Appraiser" shall mean the property appraiser of the County.

"Property Appraiser and Tax Collector Agreement" shall mean the Property Appraiser and Tax Collector Agreement described in Section 9.04 hereof.

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"Rebate Fund" shall mean the Fund, if any, so designated, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate agreement.

"Record Date" shall mean, as the case may be, the applicable Regular or Special Record

Date.

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

"Registrar" shall mean initially, the Trustee, which entity shall have the responsibilities set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.

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

"Regulatory Body" shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the County and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the County, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer.

"Responsible Officer" shall mean any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter.

"Revenue Fund" shall mean the Fund so designated which is established pursuant to Section 6.03 hereof.

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

"S&P" shall mean Standard & Poor’s, a Standard & Poor’s Financial Services LLC business, organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.

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"Series" shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable Supplemental Indenture, regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance. Two or more Series or sub-Series of Bonds may be issued simultaneously under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent proceedings of the Issuer, one or more Series of Bonds or sub-Series of Bonds, whether issued at the same time or not, may be separately secured by Special Assessments imposed pursuant to separate assessment proceedings. Such Bonds or sub-Series of Bonds which are secured by separate Special Assessments will not be issued as parity bonds even if issued at the same time.

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

"Sinking Fund Installments" shall mean the money required to be deposited in the Sinking Fund Account for the purpose of the mandatory redemption of any term Bonds issued pursuant to the Indenture, the specific amounts and times of such deposits to be as set forth in Section 8.01(c) hereof and the applicable Supplemental Indenture.

"Special Assessments" shall mean (a) the net proceeds derived from the levy and collection of "special assessments," as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special assessments levied and collected for maintenance purposes), against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of "benefit special assessments," as provided for in Section 190.021(2) of the Act, against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and in the case of both "special assessments" and "benefit special assessments," including the interest and penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "Special Assessments" shall not include "maintenance special assessments" levied and collected by the Issuer under Section 190.021(3) of the Act.

"Special Record Date" shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof.

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"State" shall mean the State of Florida.

"Supplemental Indenture" and "indenture supplemental hereto" shall mean any indenture amending or supplementing this Master Indenture which may be entered into in accordance with the provisions of this Master Indenture.

"Tax Collector" shall mean the tax collector of the County.

The words "hereof," "herein," "hereto," "hereby," and "hereunder" (except in the form of Bond), refer to the entire Master Indenture.

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

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

ARTICLE II

THE BONDS

SECTION 2.01. AMOUNTS AND TERMS OF BONDS; DETAILS OF BONDS. The Issuer is hereby authorized to issue in one or more Series pursuant to the terms and conditions of this Master Indenture, its obligations to be known as "Del Webb Bexley Community Development District Special Assessment Bonds, Series [to be designated]" (the "Bonds"). The total principal amount of Bonds that may be issued under this Master Indenture is expressly limited to $35,000,000 exclusive of any refunding bonds. The Bonds shall be issued in Authorized Denominations and within each Series shall be numbered consecutively from R-1 and upwards in each Series and in substantially the form attached hereto as Exhibit C, with such appropriate variations, omissions and insertions as are permitted or required by this Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer’s written request, authenticate such Bonds and deliver them as specified in such request.

Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, a Supplemental Indenture.

Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided in

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Section 2.11 hereof or in a Supplemental Indenture, the principal of all Bonds shall be payable at the designated corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds as the same shall become due and payable.

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

The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.

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

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shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon written request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.

SECTION 2.03. AUTHENTICATION; AUTHENTICATING AGENT. No Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as Authenticating Agent, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent and shall be authorized to authenticate the Bonds.

SECTION 2.04. REGISTRATION AND REGISTRAR. The Trustee is hereby constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "Bond Register" or "Register") in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Initially, and until the Trustee provides notice as provided in the immediately preceding sentence, the Bond Register shall be kept at the Trustee’s designated corporate trust office in Orlando, Florida.

SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN BONDS. If any Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be, may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.

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Every substituted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds of such same series duly issued hereunder.

All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.

SECTION 2.06. TEMPORARY BONDS. Pending preparation of definitive Bonds, or by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its written request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon written request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. So long as Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form.

SECTION 2.07. CANCELLATION AND DESTRUCTION OF SURRENDERED BONDS. All Bonds surrendered for payment or redemption and all Bonds surrendered for exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee in accordance with its retention policy then in effect. The Trustee shall deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section.

SECTION 2.08. REGISTRATION, TRANSFER AND EXCHANGE. As provided in Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.

Upon surrender for registration of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent, shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity.

At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office of the Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent shall

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authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.

All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as the Bonds of such same Series surrendered upon such transfer or exchange.

Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing.

Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of giving a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of giving such notice, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

SECTION 2.09. PERSONS DEEMED OWNERS. The Issuer, the Trustee, any Paying Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.

SECTION 2.10. LIMITATION ON INCURRENCE OF CERTAIN INDEBTEDNESS. The Issuer will not issue Bonds, except upon the conditions and in the manner provided or as otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities.

SECTION 2.11. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. To the extent provided in a Supplemental Indenture or authorized and directed by a Resolution of the Issuer authorizing the issuance of a Series of Bonds, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York ("DTC") and

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other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC, and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee in writing) by overnight delivery, courier service, telegram, telecopy or other similar means of communication.

So long as there shall be maintained a book-entry-only system with respect to a Series of
Bonds, the following provisions shall apply:

Unless otherwise provided in a Supplemental Indenture, each Series of Bonds shall initially be registered in the name of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Bonds and so long as the Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, the Bonds shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants ("DTC Participants") and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect Participants"). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the Beneficial Owners.

Principal and interest on the Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC without the need for presentment of such Bonds. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.

The Bonds registered in the name of Cede & Co. shall initially be issued in the form of one fully registered Bond for each maturity of each Series registered in the name of Cede & Co. and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Bonds, through DTC Participants and Indirect Participants.

DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICES TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL OWNERS.

The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be

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terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository and in that event all references to DTC or Cede & Co. shall be deemed to be references to its respective successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co.

In the event DTC, any successor of DTC or the Issuer elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the designated corporate trust office of the Trustee.

ARTICLE III
ISSUE OF BONDS

SECTION 3.01. ISSUE OF BONDS. Subject to the provisions of Section 2.01 hereof, the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Cost of acquisition or construction of the Capital Improvement Program or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In connection with the issuance of a Series of Bonds the Trustee shall, at written request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:

(1)	a Certified Resolution of the Issuer (a) approving a Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article V or Article VI hereof; (c) authorizing the execution and delivery of the Series of Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XIV hereof;

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

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have been obtained or based on certifications of the Consulting Engineer can be reasonably expected to be obtained on or prior to the date such consents are required for such Project; and

(d)	if the acquisition of any real property or interest therein is included in the purpose of such issue, and in exchange for the payment of proceeds of the Bonds at the time of the issuance of the Bonds, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or

(ii)	the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-of-way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company) (clause (c) shall not apply in the case of the issuance of a refunding Series of Bonds);

(3)	an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) the Issuer has good right and lawful authority under the Act to undertake the Project, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body; (b) that the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (c) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all State, City, County and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (d) the related Indenture has been duly and validly authorized, approved, and executed by the Issuer; (e) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (f) the related Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors’ rights generally and subject to equitable principles, whether in a proceeding at law or in equity (clauses (a), (b) and (c) shall not apply in the case of the issuance of a refunding Series of Bonds);

(4)	a Consulting Engineer’s certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signer’s opinion, (a) that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) to the best of his knowledge, the Project improvements are constructed in a sound workmanlike manner and in accordance with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in lieu of the information required in clause (a), there may be delivered to the Trustee satisfactory evidence of the acceptance of operational

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and maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds); the Consulting Engineer's certificate may incorporate its engineering report by reference to satisfy all or some of the above requirements;

(5)	a Financial Consultant’s certificate that (a) the benefit from the Project equals or exceeds the amount of Special Assessments; (b) the Special Assessments are fairly and reasonably allocated across the District Lands subject to the Special Assessments; and (c) the Special Assessments are sufficient to pay the Debt Service Requirements on the Bonds;

(6)	a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof;

(7)	the proceeds of the sale of such Bonds.

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

(9)	one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds);

(10)	an opinion of Bond Counsel substantially to the effect that (a) the Series of Bonds are valid and binding limited obligations of the Issuer, (b) the Indenture constitutes a valid and binding obligation of the Issuer, enforceable in accordance with its terms, and (c) if such Series of Bonds are not taxable Bonds, that the interest thereon is excludable from gross income for federal income tax purposes under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to their initial purchasers;

(11)	a written direction of the Issuer to the Trustee to authenticate and deliver such
	Bonds;

(12)	a copy of a Final Judgment of Validation and a Certificate of No Appeal with respect to the Bonds that are subject to validation;

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

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redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable;

(14)	in the case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the Indenture (to the extent that upon original issuance thereof such Bonds were issued as Bonds the interest on which is excludable from gross income for federal income tax purposes); and

(15)	such other documents, certifications and opinions as shall be required by the Supplemental Indenture or by the Issuer or the Trustee upon advice of counsel.

At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the Issuer shall be conclusive evidence of satisfaction of conditions precedent set forth in this Article, as to the Issuer and Underwriter.

ARTICLE IV

ACQUISITION OF PROJECT

SECTION 4.01. PROJECT TO CONFORM TO PLANS AND SPECIFICATIONS; CHANGES. The Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds.

SECTION 4.02. COMPLIANCE REQUIREMENTS. The Issuer will comply with all present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations.

ARTICLE V

ACQUISITION AND CONSTRUCTION FUND

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

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established in the Acquisition and Construction Fund with respect to each Series of Bonds issued hereunder and the proceeds of each Series of Bonds (other than Bonds issued to refund all or a portion of the Bonds) shall be deposited into the corresponding Series Account in the Acquisition and Construction Fund. The amounts in any account of the Acquisition and Construction Fund, until applied as hereinafter provided, shall be held for the security of the Series of Bonds hereunder in respect of which such Series Account was established. Separate subaccounts within any Series Account of the Acquisition and Construction Fund shall be maintained by the Trustee in respect of each Series of Bonds upon written request of the Issuer whenever, in the opinion of the Issuer, it is appropriate to have a separate written accounting in respect of the Costs of any designated portion of a Project. Payments shall be made from the appropriate Series Account of the Acquisition and Construction Fund to pay any unpaid costs of issuance of the Series of Bonds in question, including without limitation, legal, engineering, and consultants’ fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, reconstruction, equipping and installation of the applicable Project or portion thereof.

(a)	Deposits. In addition to the deposit of amounts received by the Trustee on the date of issuance of each Series of Bonds, the Issuer shall pay or cause to be paid to the Trustee, for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts:

(i)	Subject to Section 9.24 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; and

(ii)	Subject to Section 9.14 hereof, the balance of insurance proceeds with respect to the loss or destruction of the Project or any portion thereof.

Amounts in the Series Account of the Acquisition and Construction Fund shall be applied to pay the Cost of a Project or a portion thereof, as applicable, pertaining to the Series of Bonds in question; provided, however, that if any amounts remain in the Series Account of the Acquisition and Construction Fund after the Completion Date of the Project or portion thereof pertaining to the Series of Bonds in question, and if such amounts are not reserved for payment of any remaining part of the Cost of such Project or the payment of Deferred Costs, such amounts shall be transferred to the applicable Series Account of the Bond Redemption Fund for application to the redemption of Bonds of the Series to which such proceeds relate, as set forth in Section 6.06 hereof or in the applicable Supplemental Indenture.

(b)	Disbursements. All payments from the Acquisition and Construction Fund shall be paid in accordance with the provisions of this subsection. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in this subsection (b). Before any such payment shall be made, the Issuer shall file with the Trustee a fully executed requisition in the form of Exhibit D

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attached hereto signed by a Responsible Officer and except for payment of costs of issuance, a certificate of the Consulting Engineer signed by a Consulting Engineer also in the form of Exhibit D attached hereto and as may be modified by terms of the related Supplemental Indenture. Upon receipt of each such requisition and accompanying certificate, the Trustee shall promptly withdraw from the appropriate Series Account of the Acquisition and Construction Fund and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. All requisitions and certificates received by the Trustee pursuant to this Section 5.01 shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the Issuer, the Consulting Engineer, the Owner of any Bonds, and the agents and representatives thereof. The Trustee shall have no duty to investigate the accuracy or validity of the items delivered pursuant to this Section.

(c)	Completion of Project. On the date of completion of a Project, as evidenced by the delivery to the Trustee of a certificate of the Consulting Engineer and adoption of a resolution by the Board accepting a Project as provided by Section 170.09, Florida Statutes, as amended (the "Completion Date"), the balance in the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project or the payment of Deferred Costs, shall be transferred by the Trustee to, and deposited in, the applicable Series Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture.

ARTICLE VI
SPECIAL ASSESSMENTS;

APPLICATION THEREOF TO FUNDS AND ACCOUNTS

SECTION 6.01. SPECIAL ASSESSMENTS; LIEN OF INDENTURE ON PLEDGED REVENUES. The Issuer hereby covenants that it shall levy Special Assessments, and collect such Special Assessments in accordance with Section 9.04 hereof, unless otherwise provided in a Supplemental Indenture for a Series of Bonds, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder.

The Issuer shall, within five (5) Business Days of receipt thereof pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that amounts received as prepayments of Special Assessments and any amounts received under a "true-up" or similar agreement shall be deposited directly into the applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee in writing at the time of deposit of any amounts received as prepayments of Special Assessments and shall identify the related Series of Bonds.

There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all

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reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as required under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture may be made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds.

SECTION 6.02. FUNDS AND ACCOUNTS RELATING TO THE BONDS. The Funds and Accounts specified in this Article VI shall be established under the Master Indenture and each Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds issued pursuant to such Supplemental Indenture and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto. Subject to the foregoing sentence, all moneys, including, without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith.

SECTION 6.03. REVENUE FUND. The Trustee is hereby authorized and directed to establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all Special Assessments received from the levy thereof on the District Lands or any portion thereof (other than Special Assessment prepayments, including amounts constituting accrued interest on such prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Special Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Special Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the

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Trustee. The Trustee shall transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority unless other times and/or other priorities are established in a Supplemental Indenture with respect to a Series of Bonds:

FIRST, upon receipt but no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previously credited;

SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited;

THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding principal payment date, less any amount on deposit in the applicable Series Sinking Fund Account not previously credited;

FOURTH, upon receipt but no later than the Business Day preceding the first November 1 for which there remains an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1, less any amount on deposit in the applicable Series Interest Account not previously credited;

FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, an

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amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement;

SIXTH, subject to the following paragraph the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall remain therein.

The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the written direction of the Issuer, and if no Event of Default is continuing, withdraw any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section or the related supplemental Indenture and deposit such moneys as directed in writing to the credit of the applicable Series Account of the Bond Redemption Fund in accordance with the provisions hereof. Special Assessment prepayments (including any portion thereof comprising interest thereon) pledged to a particular Series of Bonds shall be deposited directly into the applicable Series Account of the Bond Redemption Fund as provided herein.

SECTION 6.04. DEBT SERVICE FUND. The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and a Series Sinking Fund Account for each Series of Bonds, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee.

The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.

The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee in writing that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer’s arrangements provided they conform to the Indenture.

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Except to the extent otherwise provided in a Supplemental Indenture, purchases, Sinking Fund Installments and redemptions out of the Series Sinking Fund Account shall be made as follows:

(a)	The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the Sinking Fund Installment date in each of the years set forth in a Supplemental Indenture to the redemption of Bonds of a Series in the amounts, manner and maturities and on the dates set forth in a Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the applicable Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund.

(b)	Accrued interest on purchased or redeemed Bonds of a Series shall be paid from the related Series Interest Account of the Debt Service Fund.

(c)	In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of a Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds (and the interest applicable thereto) so presented.

SECTION 6.05. DEBT SERVICE RESERVE FUND. The Trustee is hereby authorized and directed to establish a Debt Service Reserve Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt Service Reserve Fund and each Series Account therein shall be held by the Trustee for the benefit of each related Series of Bonds; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth

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herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall be transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. Unless otherwise provided in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an optional prepayment by the owner of a lot or parcel of land of a Special Assessment against such lot or parcel, which Special Assessment is pledged for the payment and security of such Series of Bonds, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the Bond Redemption Fund established for such Series of Bonds, as a credit against the principal amount of the prepayment otherwise required to be made by the owner of such lot or parcel. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Series Account of the Debt Service Reserve Requirement for any other reason, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the related Series Account of the Revenue Fund.

Whenever for any reason on an Interest Payment Date or principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay amounts due with respect to a Series of Bonds secured by the Series Account of the Debt Service Reserve Fund on such date.

Notwithstanding the foregoing, in lieu of the required deposits into the related Series Account of the Debt Service Reserve Fund, the Issuer may cause to be deposited into the Series

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Account of the Debt Service Reserve Fund a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit either in lieu of any cash amount required to be deposited therein in connection with the issuance of any Series of Bonds or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the sum, if any, then on deposit in the Series Account of the Debt Service Reserve Fund, which Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists which cannot be remedied by moneys in any other Fund or Account held pursuant to the Indenture and available for such purpose. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if any such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit is substituted for moneys on deposit in the Series Account of the Debt Service Reserve Fund, or if at any time there are excess moneys in the Series Account of the Debt Service Reserve Fund, the excess moneys in the Series Account of the Debt Service Reserve Fund shall be transferred to and deposited in the related Series Account of the Revenue Fund. If a disbursement is made from a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, the Issuer shall be obligated to either reinstate the maximum limits of such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit immediately following such disbursement or to deposit into the Series Account of the Debt Service Reserve Fund, as provided in the Indenture for restoration of withdrawals from the Series Account of the Debt Service Reserve Fund, funds in the amount of the disbursement made under such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit.

In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6.05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be applied as set forth in the second paragraph of

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this Section 6.05. Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy.

SECTION 6.06. BOND REDEMPTION FUND. The Trustee is hereby authorized and directed to establish a Series Bond Redemption Fund for each Series of Bonds issued hereunder into which shall be deposited, moneys in the amounts and at the times provided in Sections 5.01, 6.01, 6.03, 6.05, 9.08(c) and 9.14(c) of this Master Indenture. The Series Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Bond Redemption Fund shall be retained therein and applied as set forth below.

Moneys in the Series Bond Redemption Fund (including all earnings on investments held in the Series Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:

FIRST, to make such deposits into the Series Rebate Fund, if any, as the Issuer may direct in accordance with an arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Bond Redemption Fund to the Series Rebate Fund shall thereupon be free from the lien and pledge of the related Indenture;

SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices, including interest due thereon, provided in such clauses or provisions, as appropriate; and

THIRD, the remainder to be utilized by the Trustee, at the written direction of a Responsible Officer, to call for redemption, the Bonds of the applicable Series which are subject to optional redemption pursuant to Section 8.01(a) hereof such amount of Bonds (including interest thereon) of the applicable Series as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time.

Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture. The Issuer shall pay all expenses in connection with such redemption.

SECTION 6.07. DRAWINGS ON CREDIT FACILITY. With respect to Bonds in respect of which there has been issued a Credit Facility, the Trustee shall draw on the Credit

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Facility in accordance with the provisions for drawing under such Credit Facility, and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture.

SECTION 6.08. PROCEDURE WHEN FUNDS ARE SUFFICIENT TO PAY ALL BONDS OF A SERIES. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at any time the moneys held by the Trustee in the Funds and Accounts hereunder and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar, and Credit Facility Issuer, the Trustee, at the written direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.

SECTION 6.09. CERTAIN MONEYS TO BE HELD FOR SERIES BONDOWNERS ONLY. Each Series of Bonds issued pursuant to this Master Indenture and a Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only.

SECTION 6.10. UNCLAIMED MONEYS In the event any Bond shall not be presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the Owner of the Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due, such amounts shall, upon the written request of the Issuer, if the Issuer is not at the time to the actual knowledge of the Trustee in default with respect to any covenant in the Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the expense of the Issuer and if directed by the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

ARTICLE VII

SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

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

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by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under the Indenture or such Supplemental Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under the Indenture or such Supplemental Indenture (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not insured, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof; provided, however, investments of the type specified in (3) of the definition of Investment Securities shall not be required to be so insured or secured. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000.

SECTION 7.02. INVESTMENT OR DEPOSIT OF FUNDS. Except to the extent otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account in the Debt Service Fund and any Series Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraph (3) or (6), of the definition of Investment Securities. Except to the extent otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, any interest and other

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income so received shall be deposited in the related Series Account of the Revenue Fund. Upon the written request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.

Absent specific instructions as aforesaid, all moneys in the Funds and Accounts established under the Indenture shall be held uninvested. The Trustee shall not be liable or responsible for any loss or failure to achieve the highest return, or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of this Section 7.02 through its own bond department or investment department.

The Trustee may conclusively rely upon the Issuer's written instructions as to both the suitability and legality of all investments directed hereunder or under any Supplemental Indenture. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments.

SECTION 7.03. VALUATION OF FUNDS. Except for the assets on deposit in the Debt Service Reserve Fund, the Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture within five (5) Business Days following each November 1 Interest Payment Date. With respect to the assets in the Debt Service Reserve Fund, including all accounts established therein, the Trustee shall value such assets forty-five (45) days prior to each Interest Payment Date, and, in either case, as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any Fund or Account, investments and accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the redemption price thereof, to the extent that any such obligation is then redeemable at the option of the holder.

SECTION 7.04. BROKERAGE CONFIRMATIONS. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no

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additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer monthly transaction statements that include detail for all investment transactions made by the Issuer hereunder.

SECTION 7.05. PATRIOT ACT REQUIREMENTS OF THE TRUSTEE. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust or other legal entity, the Trustee will ask for documentation to verify such non-individual person’s formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

ARTICLE VIII

REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01. REDEMPTION DATES AND PRICES. The Bonds may be made subject to optional, mandatory and extraordinary redemption and purchase, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in a Supplemental Indenture.

(a)	Optional Redemption. Bonds of a Series shall be subject to optional redemption at the written direction of the Issuer, at the times and upon payment of the Redemption Price plus the accrued interest to the redemption date, as provided in a Supplemental Indenture.

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

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Bond Redemption Fund pursuant to Section 6.05 hereof; (v) from excess moneys transferred from the Series Account of the Revenue Fund to the Series Bond Redemption Fund in accordance with Section 6.03 of this Master Indenture; (vi) from moneys, if any, on deposit in the Series Bond Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or the sale of any portion of the District Lands benefited by a Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destruction of all or substantially all of the Project when such moneys are not to be used pursuant to 9.14(c) to repair, replace or restore the Project; provided, however, that at least forty-five (45) days prior to such extraordinary mandatory redemption, the Issuer shall cause to be delivered to the Trustee (x) notice setting forth the redemption date and (y) a certificate of the Consulting Engineer confirming that the repair and restoration of the Project would not be economical or would be impracticable; or (vii) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with Section 5.01(c) hereof.

(c)	Mandatory Sinking Fund Redemption. Bonds of a Series shall be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture.

In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof.

The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer in writing or as provided in Section 8.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 8.01(a) and (b) hereof or purchased pursuant to Section 6.04 hereof.

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

SECTION 8.02. NOTICE OF REDEMPTION AND OF PURCHASE. Except where otherwise required by a Supplemental Indenture, when required to redeem or purchase Bonds

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

(a)	the redemption or purchase date;

(b)	the redemption or purchase price;

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

(d)	if less than all Outstanding Bonds of a Series to be redeemed or purchased, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased;

(e)	that on the redemption or purchase date the redemption or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date;

(f)	the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee; and

(g)	any condition or conditions to be met prior to the redemption of the Bonds of such Series, including, but not limited to receipt of funds sufficient to accomplish the redemption of the Bonds.

If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited.

If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be

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redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption.

The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds.

If any required (a) unconditional notice of redemption has been duly given, mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so given, mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds of a Series so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture.

Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture.

SECTION 8.03. PARTIAL REDEMPTION OF BONDS. Except to the extent otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.

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ARTICLE IX

COVENANTS OF THE ISSUER

SECTION 9.01. POWER TO ISSUE BONDS AND CREATE LIEN. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute the Master Indenture and to pledge the Pledged Revenues for the benefit of the Bonds of a Series and any Credit Facility Issuer, except to the extent otherwise provided in a Supplemental Indenture. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Bonds of a Series and any Credit Facility Issuer with respect to such Series. The Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Bondholders and any Credit Facility Issuer under the Indenture against all claims and demands of all other Persons whomsoever.

SECTION 9.02. PAYMENT OF PRINCIPAL AND INTEREST ON BONDS. The payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the Indenture are hereby irrevocably pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues.

THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE CAPITAL IMPROVEMENT PROGRAM OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE COUNTY, OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE COUNTY, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

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SECTION 9.03.	SPECIAL ASSESSMENTS; RE-ASSESSMENTS.

(a)	Unless otherwise provided by Supplemental Indenture, the Issuer shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.

(b)	If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made.

SECTION 9.04. METHOD OF COLLECTION. Special Assessments shall be collected by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. Unless otherwise provided by Supplemental Indenture, the Issuer shall use its best efforts to adopt the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by Section 197.3631, Florida Statutes. If using such uniform method, the Issuer shall use its best efforts to enter into one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the "Property Appraiser and Tax Collector Agreement") in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. To the extent that it is not in the best interests of the Issuer to collect Special Assessments, all or in part, pursuant to the "uniform tax roll collection" method under Chapter 197, Florida Statutes, the Issuer may elect to collect and enforce Special Assessments, all or in part, pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. The election to collect and enforce Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year.

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Notwithstanding the immediately preceding paragraph or any other provision in this Master Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of a Series of Bonds, requests in writing that the Issuer not use the uniform method, but instead collect and enforce the Special Assessments securing such Series of Bonds pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Special Assessments in the manner and pursuant to the method so requested by the Trustee.

SECTION 9.05. DELINQUENT SPECIAL ASSESSMENTS. Subject to the provisions of Section 9.04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Special Assessment the Issuer may, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapter 173, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law.

SECTION 9.06. SALE OF TAX CERTIFICATES AND ISSUANCE OF TAX DEEDS; FORECLOSURE OF SPECIAL ASSESSMENT LIENS. If the Special Assessments levied and collected under the uniform method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes, and related statutes. Alternatively, if the uniform method of levy and collection is not utilized, and if any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any) from any legally available funds of the Issuer, and the Issuer shall thereupon receive in its corporate name (or in the name of a special purpose entity) the title to the property for the benefit of the Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Owners of the Series of Bonds secured by such delinquent Special Assessments. Not less

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than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Owners within thirty (30) days after the receipt of the request therefor signed by the Majority Owners of all Outstanding Bonds of the Series payable from Special Assessments assessed on such property.

SECTION 9.07. BOOKS AND RECORDS WITH RESPECT TO SPECIAL ASSESSMENTS. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager’s designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A copy of such report shall, upon written request, be mailed by the Issuer to any Owner.

SECTION 9.08. REMOVAL OF SPECIAL ASSESSMENT LIENS. Except as otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds the following procedures shall apply in connection with the removal of Special Assessment liens.

(a)	At any time from the date of levy of Special Assessments on a parcel of District Lands through the date that is thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments that relate to a Series of Bonds by paying to the Issuer the entire amount of such Special Assessment on such property, without interest. The Issuer may require all landowners to waive such right.

(b)	At any time subsequent to thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner. The Issuer may require all landowners to waive such right, or to limit the number of prepayments that may be made.

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(c)	Upon receipt of a prepayment as described in (a) or (b) above, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) or (ii) hereof, as the case may be.

SECTION 9.09. DEPOSIT OF SPECIAL ASSESSMENTS. The Issuer covenants to cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the applicable Series Account of the Revenue Fund (except that amounts received as prepayments of Special Assessments shall be designated by the Issuer in writing as such upon delivery to the Trustee and shall be deposited directly into the related Series Bond Redemption Fund).

SECTION 9.10. CONSTRUCTION TO BE ON ISSUER LANDS. Except for certain off site mitigation, roadway, utility connections, landscaping improvements or additional improvements required by the County pursuant to Interlocal Agreement or other applicable law which are or may be outside the District Lands and are required in order for the District Lands to be developed, the Issuer covenants that no part of a Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple, (ii) lands on, over or under which the Issuer or other appropriate entity shall have acquired perpetual easements for the purposes of the Project, or (iii) lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.

SECTION 9.11. OPERATION, USE AND MAINTENANCE OF PROJECT. The Issuer shall establish and enforce reasonable rules and regulations governing the use of a Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating condition and shall make all necessary repairs, renewals and replacements.

SECTION 9.12. OBSERVANCE OF AND COMPLIANCE WITH VALID REQUIREMENTS. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Capital Improvement Program or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Capital Improvement

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Program. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon any Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.

SECTION 9.13. PAYMENT OF OPERATING OR MAINTENANCE COSTS BY STATE OR OTHERS. The Issuer may permit the United States of America, the State, or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating any Project out of funds other than Pledged Revenues.

SECTION 9.14. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE; MAINTENANCE OF INSURANCE; USE OF INSURANCE AND CONDEMNATION PROCEEDS.

(a)	Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of any Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations, or as is more specifically set forth hereinbelow.

(b)	At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of any Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineer’s recommendations which are to be provided in an annual report, as required by Section 9.21 hereof. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to such Project for such coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage.

All insurance policies of the Issuer relating to any Project shall be carried with companies authorized to do business in the State, with a Best rating of no less than "A" as to management and Class "V" as to financial strength; provided, however, that if, in the opinion of the District Manager, adequate insurance protection under reasonable terms, conditions, provisions and cost cannot be purchased from an insurance company with the above-designated ratings, then the District Manager, on behalf of the Issuer, may secure such insurance protection as the Issuer determines to be in its best interests and otherwise consistent with the Indenture; provided further, however, that the Issuer may act as a self-insurer in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-payee and shall be made payable to the Issuer.

(c)	All proceeds received from property damage or destruction insurance and all proceeds received from the condemnation of a Project or any part thereof are hereby pledged by

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the Issuer as security for the related Series of Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the related Series Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the provisions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the related Series Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reasonable time after the damage, destruction or condemnation (A) a certificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such separate fund, together with other funds available for such purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years following the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proceeds or condemnation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the related Series Account in the Revenue Fund.

(d)	The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "Qualified Self Insurance" means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others.

Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall obtain from the District Manager an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves. The Trustee shall have no duty to review such evaluation.

Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts

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adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations. The Trustee shall be under no duty to evaluate the accuracy or sufficiency of any Qualified Self Insurance plan nor determine compliance by the Issuer with the requirements of this Section.

(e)	Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager.

Within the first six (6) months of each Fiscal Year, the District Manager shall prepare a complete report of the status of the insurance coverages relating to all Projects, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. The Issuer shall maintain a copy of such report and shall, upon written request, provide a copy to any Owner.

SECTION 9.15. COLLECTION OF INSURANCE PROCEEDS. Copies of all insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $1,000,000 or more in aggregate principal amount of the related Series of Bonds and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be reasonably necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee. The Trustee is hereby authorized in its own name to demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it, subject to the payment of its and its counsel’s fees and expenses and indemnification to its satisfaction.

Any appraisal or adjustment of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage.

SECTION 9.16. USE OF REVENUES FOR AUTHORIZED PURPOSES ONLY. None of the Pledged Revenues shall be used for any purpose other than as provided in the Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of the Indenture.

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SECTION 9.17. BOOKS, RECORDS AND ANNUAL REPORTS. The Issuer shall keep proper books of record and account in accordance with Generally Accepted Governmental Accounting Principles (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to any Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to any Project, shall at all times be subject during regular business hours to the inspection of the Trustee.

SECTION 9.18. OBSERVANCE OF ACCOUNTING STANDARDS. The Issuer covenants that all the accounts and records of the Issuer relating to any Project will be kept according to Generally Accepted Governmental Accounting Principles consistently applied and consistent with the provisions of the Indenture.

SECTION 9.19. EMPLOYMENT OF CERTIFIED PUBLIC ACCOUNTANT. The Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture.

SECTION 9.20. ESTABLISHMENT OF FISCAL YEAR, ANNUAL BUDGET. The Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer.

On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall not have adopted the Annual Budget on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under the Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.21. EMPLOYMENT OF CONSULTING ENGINEER; CONSULTING ENGINEER’S REPORT.

(a)	The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or corporations having a statewide and favorable repute for skill and experience in such work.

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

(ii)	its recommendations as to:

(1)	the proper maintenance, repair and operation of any Project owned by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes; and

(2)	the insurance to be carried under the provisions of Section 9.14 hereof and the amount that should be set aside monthly for the purpose of paying insurance premiums which fall due less often than monthly.

Promptly after the receipt of such reports by the Issuer, copies thereof shall be mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.22. AUDIT REPORTS. The Issuer covenants that, no later than the date required by State law, which is currently nine (9) months after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such audit also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section.

SECTION 9.23.	[RESERVED].

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

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properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Revenue Fund.

Upon any sale of property relating to a Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof.

The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Capital Improvement Program not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related Series Account in the Revenue Fund.

SECTION 9.25. FIDELITY BONDS. Every officer, agent or employee of the Issuer having custody or control of any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of a Project.

SECTION 9.26. NO LOSS OF LIEN ON PLEDGED REVENUES. The Issuer shall not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement.

SECTION 9.27. COMPLIANCE WITH OTHER CONTRACTS AND AGREEMENTS. The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Capital Improvement Program and the issuance of the Bonds.

SECTION 9.28. ISSUANCE OF ADDITIONAL OBLIGATIONS. The Issuer shall not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues except as provided in Section 6.01 hereof with respect to the reimbursement due any Credit Facility Issuer.

SECTION 9.29. EXTENSION OF TIME FOR PAYMENT OF INTEREST PROHIBITED. The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or

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indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.

SECTION 9.30. FURTHER ASSURANCES. The Issuer shall not enter into any contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of the Indenture.

SECTION 9.31. USE OF BOND PROCEEDS TO COMPLY WITH INTERNAL REVENUE CODE. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "arbitrage bonds" as that term is defined in Section 148 (or any successor provision thereto) of the Code or "private activity bonds" as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of each Series of Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series of Bonds.

SECTION 9.32. CORPORATE EXISTENCE AND MAINTENANCE OF PROPERTIES. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require the Capital Improvement Program, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.

SECTION 9.33. CONTINUING DISCLOSURE. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of a Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Issuer or the Developer(s) (if obligated pursuant to a Continuing Disclosure Agreement) to comply with such Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Majority Owners of a Series of Bonds and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including

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seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.33.

SECTION 9.34. PROVISIONS RELATING TO BANKRUPTCY OR INSOLVENCY OF LANDOWNER. The provisions of this Section 9.34 shall apply both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least five percent (5%) of the Special Assessments securing a Series of Bonds (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"), except where such tax parcel shall be homestead property. For as long as any Series of Bonds remain outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, any Series of Bonds or any Special Assessments securing a Series of Bonds, the Issuer shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the Series of Bonds or for as long as any such Series of Bonds remain Outstanding.

The Issuer further acknowledges and agrees that, although a Series of Bonds may be issued by the Issuer, the Owners of the Series of Bonds are categorically a party with a financial stake in the transaction and, consequently, a party with a vested interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer:

(a)	the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Special Assessments securing a Series of Bonds, such Series of Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; provided, however, that the Trustee shall be deemed to have consented, on behalf of the Majority Owners of Outstanding Bonds of a Series, to the proposed action if the Issuer does not receive a written response from the Trustee within forty-five (45) days following request for consent;

(b)	the Trustee shall have the right, but is not obligated to (unless directed by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), (i) vote in any such Proceeding any and all claims of the Issuer, except for any claims the Issuer may have related to the Issuer’s operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds and (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, except for any claims the Issuer may have related to the Issuer’s operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds, including without limitation, motions seeking relief from the automatic stay, dismissal of the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing; and, if the Trustee chooses to exercise any

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such rights (or is directed in writing by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the United States Bankruptcy Code; and

(c)	the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee’s enforcement of the Issuer claim with respect to the Special Assessments securing a Series of Bonds or receipt of adequate protection (as that term is defined in the United States Bankruptcy Code).

Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Special Assessments securing a Series of Bonds, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the provisions of paragraph (a) above, nothing in this Section 9.34 shall preclude the Issuer from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the Issuer shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the Issuer in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee’s rights or directions with respect to the Special Assessments securing a Series of Bonds whether such claim is pursued by the Issuer or the Trustee.

ARTICLE X

EVENTS OF DEFAULT AND REMEDIES

SECTION 10.01. EVENTS OF DEFAULT AND REMEDIES. Except to the extent otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be as set forth in this Master Indenture.

SECTION 10.02. EVENTS OF DEFAULT DEFINED. Each of the following shall be an "Event of Default" under the Indenture, with respect to a Series of Bonds:

(a)	if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or

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(b)	if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or

(c)	if the Issuer, for any reason, fails to, or is rendered incapable of fulfilling its obligations under the Indenture or under the Act; or

(d)	if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or

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

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

(g)	The Trustee withdraws more than twenty-five percent (25%) of the available funds from a Series Account of the Debt Service Reserve Fund established to pay Debt Service Requirements for a Series of Bonds and such amount is not replenished within twelve (12) months of the date of withdrawal (including from collections of delinquent Special Assessments); or

(h)	More than twenty-five percent (25%) of the operation and maintenance assessments levied and collected directly by the Issuer on District Lands subject to the Special Assessments securing such Series of Bonds are not paid within ninety (90) days of the date such are due and payable ("Delinquent Direct Billed Operation and Maintenance Assessments").

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An Event of Default with respect to a Series of Bonds shall not be an Event of Default as to any other Series of Bonds, unless otherwise provided in a Supplemental Indenture.

SECTION 10.03. NO ACCELERATION. No Series of Bonds issued under this Master Indenture shall be subject to acceleration.

SECTION 10.04. LEGAL PROCEEDINGS BY TRUSTEE. If any Event of Default with respect to a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Owners of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its capacity as Trustee:

(a)	by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds of such Series, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds of such Series and to perform its or their duties under the Act;

(b)	bring suit upon the Series of Bonds;

(c)	by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds of such Series;

(d)	by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and

(e)	by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of Bonds.

SECTION 10.05. DISCONTINUANCE OF PROCEEDINGS BY TRUSTEE. If any proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.

SECTION 10.06. BONDHOLDERS MAY DIRECT PROCEEDINGS. The Majority Owners of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.

SECTION 10.07. LIMITATIONS ON ACTIONS BY BONDHOLDERS. No Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Owners of the Outstanding Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs,

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expenses and liabilities (including reasonable counsel fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.

SECTION 10.08. TRUSTEE MAY ENFORCE RIGHTS WITHOUT POSSESSION OF BONDS. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series.

SECTION 10.09. REMEDIES NOT EXCLUSIVE . Except as limited under Section 15.01 of this Master Indenture, no remedy contained in the Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 10.10. DELAYS AND OMISSIONS NOT TO IMPAIR RIGHTS. No delay or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient.

SECTION 10.11. APPLICATION OF MONEYS IN EVENT OF DEFAULT. Any moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following priority:

(a)	to the payment of the costs of the Trustee, the Registrar and Paying Agent incurred in connection with actions taken under this Article X with respect to such Series of Bonds, including reasonable counsel fees, costs and expenses and any disbursements of the Trustee, the Registrar and the Paying Agent and payment of unpaid fees and expenses owed to the Trustee, the Registrar and the Paying Agent.

(b)	unless the principal of all the Bonds of such Series shall have become due and
	payable:

FIRST: to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and

SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date,

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together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any installment of interest over another.

(c)	If the principal of all Bonds of a Series shall have become due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds of such Series and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or Redemption Price and interest ratably, without preference or priority of one Bond of such Series over another or of any installment of interest over any other installment of interest.

Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section 11.04 hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facility relates.

SECTION 10.12. TRUSTEE’S RIGHT TO RECEIVER; COMPLIANCE WITH ACT. The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

SECTION 10.13. TRUSTEE AND BONDHOLDERS ENTITLED TO ALL REMEDIES UNDER ACT. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.12 hereof.

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SECTION 10.14. CREDIT FACILITY ISSUER’S RIGHTS UPON EVENTS OF DEFAULT. Anything in the Indenture to the contrary notwithstanding, if any Event of Default has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction of Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section.

SECTION 10.15. ISSUER COVENANTS AFTER EVENT OF DEFAULT.. The Issuer covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of this Master Indenture and the applicable Supplemental Indenture, the provisions for the collection of delinquent Special Assessments, the provisions for the foreclosure of liens of delinquent Special Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the written direction of, and on behalf of, the Majority Owners, from time to time, of the applicable Series of Bonds. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners and allowed pursuant to Federal or State law, the Issuer acknowledges and agrees that (i) upon failure of any property owner to pay an installment of Special Assessments collected directly by the Issuer when due, that the entire Special Assessments related to the applicable Series of Bonds on the tax parcel as to which such delinquent Special Assessment pertains, with interest and penalties thereon, shall immediately become due and payable and the Issuer shall cause to be commenced the necessary legal proceedings for the foreclosure of liens of delinquent Special Assessments related to the applicable Series of Bonds with respect to such tax parcel, including interest and penalties and (ii) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages. Notwithstanding anything to the contrary herein, the Issuer shall be entitled to first recover from any foreclosure before such proceeds are applied to the payment of principal or interest on the Bonds, all fees and costs expended in connection with such foreclosure, regardless of whether such fees and costs are included as part of the Special Assessments, as defined herein.

ARTICLE XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

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

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hereof, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee.

SECTION 11.02. NO RESPONSIBILITY FOR RECITALS. The recitals, statements and representations in this Master Indenture or in the Bonds, save only the Trustee’s Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.

SECTION 11.03. TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY FOR WILLFUL MISCONDUCT OR NEGLIGENCE . The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder and the advice of such Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the default or misconduct of any attorney or agent selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under the Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct or breach of its obligations hereunder.

The Trustee shall not be accountable for the use or application of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee so long as it does so in accordance with the provisions of this Master Indenture. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. None of the provisions of this Master Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Master Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

SECTION 11.04. COMPENSATION AND INDEMNITY. The Issuer shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law and specifically without waiving

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its sovereign immunity protection, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct, negligence or breach of its obligations hereunder. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys held by the Trustee, or coming into its hands and payable to the Issuer (but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility), which right of payment shall be prior to the right of the Holders of the Bonds. The provision for indemnity shall survive the termination of the Indenture and, as to any Trustee, its removal or resignation as Trustee. Notwithstanding anything herein to the contrary, no provision of this Master Indenture shall require the Trustee to expend or risk its own funds.

SECTION 11.05. NO DUTY TO RENEW INSURANCE. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.

SECTION 11.06. NOTICE OF DEFAULT; RIGHT TO INVESTIGATE. The Trustee shall give written notice by Electronic Means or first-class mail to registered Holders of a Series of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "defaults" for purposes of this Section and Section 11.07 being defined to include the events specified as "Events of Default" in Article X hereof, but not including any notice or periods of grace provided for therein); provided that, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under the Indenture or a notification by a Credit Facility Issuer of a default under its Credit Facility, unless notified in writing of such default by the Majority Owners of the Outstanding Bonds of a Series. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.

SECTION 11.07. OBLIGATION TO ACT ON DEFAULTS. The Trustee shall be under no obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Majority Owners of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture, and if in the Trustee’s opinion such action may tend to involve expense or liability, unless it is also furnished with indemnity satisfactory to it. The Trustee shall have no responsibility for actions taken at the direction of the Majority Owners.

SECTION 11.08. RELIANCE BY TRUSTEE. The Trustee may act on any requisition, resolution, notice, telegram, Electronic Means, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting

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to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of the Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.

SECTION 11.09. TRUSTEE MAY DEAL IN BONDS. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee.

SECTION 11.10. CONSTRUCTION OF AMBIGUOUS PROVISIONS. The Trustee may construe any ambiguous or inconsistent provisions of the Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction.

SECTION 11.11. RESIGNATION OF TRUSTEE. The Trustee may resign and be discharged of the trusts created by the Indenture by written resignation filed with the Secretary of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice of such resignation shall be sent by Electronic Means or first-class mail to each Bondholder as its name and address appears on the Bond Register and to any Paying Agent if not also the Trustee, Registrar if not also the Trustee, Authenticating Agent and Credit Facility Issuer, if any, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee’s notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing, such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within ninety (90) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed. Notice of such resignation shall also be given to any rating agency that shall then have in effect a rating on any of the Bonds.

SECTION 11.12. REMOVAL OF TRUSTEE. The Trustee may be removed at any time by either (a) the Issuer, if no default exists under the Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Majority Owners of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar, Authenticating Agent and Credit Facility Issuer, if any.

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The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of the Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the Issuer or the Majority Owners of the Bonds then Outstanding or the Trustee may petition a court of competent jurisdiction for appointment of a successor trustee.

SECTION 11.13. APPOINTMENT OF SUCCESSOR TRUSTEE. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-class mail to each Bondholder as its name and address appear on the Bond Register, and to the Paying Agent, Registrar, Authenticating Agent, Credit Facility Issuer, if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date when such resignation or removal was to take effect, the Majority Owners of all Bonds then Outstanding may appoint a successor Trustee.

SECTION 11.14. QUALIFICATION OF SUCCESSOR. A successor Trustee shall be a bank or trust company with trust powers, having a combined net capital and surplus of at least $50,000,000.

SECTION 11.15. INSTRUMENTS OF SUCCESSION. Subject to Section 11.16 hereof, any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights under Section 11.04 hereof.

SECTION 11.16. MERGER OF TRUSTEE. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11.14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be

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appointed pursuant to this Article XI. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.

SECTION 11.17. EXTENSION OF RIGHTS AND DUTIES OF TRUSTEE TO PAYING AGENT AND REGISTRAR. The provisions of Sections 11.02, 11.03, 11.04, 11.08, 11.09, 11.10 and 11.16 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of the Indenture applicable to the Paying Agent and Registrar, respectively.

SECTION 11.18. RESIGNATION OF PAYING AGENT OR REGISTRAR. The Paying Agent or Registrar may resign and be discharged of the duties created by the Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-five (45) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation not less than three (3) weeks prior to such resignation date to the Bondholders, mailed to their addresses as such appear in the Bond Register. Such resignation shall take effect on the date specified in such instrument and notice, but only if a successor Paying Agent or Registrar shall have been appointed as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Registrar. If the successor Paying Agent or Registrar shall not have been appointed within a period of ninety (90) days following the giving of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof.

SECTION 11.19. REMOVAL OF PAYING AGENT OR REGISTRAR. The Paying Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.

SECTION 11.20. APPOINTMENT OF SUCCESSOR PAYING AGENT OR REGISTRAR . In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After

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any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar.

SECTION 11.21. QUALIFICATIONS OF SUCCESSOR PAYING AGENT OR REGISTRAR. Every successor Paying Agent or Registrar (a) shall be a commercial bank or trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by the Indenture and

(iii)	capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000.

SECTION 11.22. JUDICIAL APPOINTMENT OF SUCCESSOR PAYING AGENT OR REGISTRAR. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders.

SECTION 11.23. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR REGISTRAR. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall, after payment of such Paying Agent or Registrar’s fees and expenses, execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder, except for its rights under Section 11.04 hereof, of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.

SECTION 11.24. SUCCESSOR BY MERGER OR CONSOLIDATION. Any corporation into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of

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the corporate trust department shall be the successor Paying Agent or Registrar under the Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in the Indenture to the contrary notwithstanding.

ARTICLE XII

ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

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

ARTICLE XIII

AMENDMENTS AND SUPPLEMENTS

SECTION 13.01.  AMENDMENTS	AND	SUPPLEMENTS	WITHOUT

BONDHOLDERS’ CONSENT. This Master Indenture and any Supplemental Indenture may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution of the Issuer filed with the Trustee, for one or more of the following purposes:

(a)	to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;

(b)	for any purpose not inconsistent with the terms of the Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;

(c)	to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the County or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and

(d)	to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have an adverse effect on the Holders of the Bonds; or (ii) if such

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changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.

SECTION 13.02. AMENDMENTS WITH BONDHOLDERS’ CONSENT. Subject to the provisions of Section 13.03 hereof, this Master Indenture may be amended from time to time by a Supplemental Indenture and any Supplemental Indenture approved by the Majority Owners of the Bonds then Outstanding in the case of the Master Indenture, and of the Series of Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be so amended.

SECTION 13.03. TRUSTEE AUTHORIZED TO JOIN IN AMENDMENTS AND SUPPLEMENTS; RELIANCE ON COUNSEL. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XIII and in so doing may rely on a written opinion of Counsel at the expense of the Issuer that such Supplemental Indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. The Trustee shall not be obligated to enter into any Supplemental Indenture or amendment that imposes additional obligations on the Trustee or adversely affects the Trustee's rights and remedies hereunder.

ARTICLE XIV

DEFEASANCE

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

SECTION 14.02. DEPOSIT OF FUNDS FOR PAYMENT OF BONDS. If the Issuer deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of

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and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 14.01 hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.

Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon request of the Issuer, if the Issuer is not at the time to the knowledge of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of such Series contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.

ARTICLE XV

MISCELLANEOUS PROVISIONS

SECTION 15.01. LIMITATIONS ON RECOURSE. No personal recourse shall be had for any claim based on the Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body

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as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.

The Bonds are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall be no other recourse under the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.

SECTION 15.02. PAYMENT DATES. In any case where an Interest Payment Date or the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 15.03. NO RIGHTS CONFERRED ON OTHERS. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds.

SECTION 15.04. ILLEGAL PROVISIONS DISREGARDED. If any term of the Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.

SECTION 15.05. SUBSTITUTE NOTICE. If for any reason it shall be impossible to make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

SECTION 15.06. NOTICES. Any notice, demand, direction, request or other instrument authorized or required by the Indenture to be given to or filed with the Issuer or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of the Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows:

(a)	As to the Issuer:

Del Webb Bexley Community Development District c/o Rizzetta & Company, Inc. 5844 Old Pasco Road, Suite 100 Wesley Chapel, Florida 33544 Attention: District Manager

With a copy to:

Hopping Green & Sams, P.A.

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	119 South Monroe Street, Suite 300	
	Tallahassee, Florida 32301	
	Attention: Jonathan T. Johnson, Esq.	
(b)   As to the Trustee:	U.S. Bank National Association	
	225 E. Robinson Street, Suite 250	
	Orlando, Florida 32801	
	Attention: Stacey Johnson	
	Email: Stacey.Johnson4@usbank.com	

Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under the Indenture are to be sent.

All documents received by the Trustee under the provisions of the Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing.

SECTION 15.07. CONTROLLING LAW. The Indenture shall be governed by and construed in accordance with the laws of the State.

SECTION 15.08. SUCCESSORS AND ASSIGNS. All the covenants, promises and agreements in the Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 15.09. HEADINGS FOR CONVENIENCE ONLY. The table of contents and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 15.10. COUNTERPARTS. This Master Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 15.11. APPENDICES AND EXHIBITS. Any and all appendices or exhibits referred to in and attached to this Master Indenture are hereby incorporated herein and made a

part	hereof	for	all	purposes.

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IN WITNESS WHEREOF, the Del Webb Bexley Community Development District has caused this Master Indenture to be executed by the Chair of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and U.S. Bank National Association has caused this Master Indenture to be executed by one of its corporate officers, all as of the day and year first above written.

DEL WEBB BEXLEY COMMUNITY

DEVELOPMENT DISTRICT
[SEAL]

Attest:	By:

Chair, Board of Supervisors

Secretary/Assistant Secretary,

Board of Supervisors

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

By:

Title: Vice President

S-1

EXHIBIT A

LEGAL DESCRIPTION OF
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

[TO COME]

A-1

EXHIBIT B

DESCRIPTION OF THE CAPITAL IMPROVEMENT PROGRAM

B-1

EXHIBIT C

[FORM OF BOND]

The following legend shall appear on the Bond only if the Bonds are privately placed:

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

R-______	$__________

UNITED STATES OF AMERICA
STATE OF FLORIDA
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

SPECIAL ASSESSMENT BOND,

SERIES [	]

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP

Registered Owner:

Principal Amount:

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

C-1

Paying Agent made payable to the registered owner and mailed on each Interest Payment Date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as Registrar (and any successor Registrar being herein called the "Registrar") at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "Record Date"). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to _________, 20___, in which case from _________, 20___, or

unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Capitalized terms used herein and not otherwise defined shall be as defined the Indenture.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FRONT SIDE HEREOF.

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

This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication endorsed hereon.

C-2

This Bond is one of an authorized issue of Bonds of the Del Webb Bexley Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the "Act") and Ordinance No. 17-39 of the Board of County Commissioners of Pasco County, Florida, enacted on October 24, 2017, with an effective date of October 30, 2017, designated as "Del Webb Bexley Community Development District Special Assessment Bonds, Series _____" (the "Bonds"), in the aggregate principal amount of ____________________

Dollars ($_________) of like date, tenor and effect, except as to number.  The Bonds are being
issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay a portion of the costs of the design, acquisition and construction of facilities and basic infrastructure consisting of, but not limited to, drainage, water management and control, water supply, sewer, wastewater management, bridges or culverts, roads and street lights, transportation facilities, conservation areas, parks and recreational facilities security, or any other project improvements pursuant to the Act. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of [__________] 1, 2018, (the
"Master Indenture"), as amended and supplemented by a ________ Supplemental Trust
Indenture dated as of ___________ 1, _____ (the "Supplemental Indenture" and together with the

Master Indenture, the "Indenture"), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Orlando, Florida.

Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the evidencing and certifying for collection, of Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Owners of the Bonds Outstanding, and as to other rights and remedies of the registered owners of the Bonds.

The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

It is expressly agreed by the registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, Pasco County, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, Pasco County, Florida, the State of Florida or any other political subdivision thereof, for the payment of the principal of,

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premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.

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

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

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

Optional Redemption

The Bonds are subject to redemption at the option of the Issuer in whole or in part at any time on or after __________ 1, ____, at the redemption prices (expressed as percentages of

principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, upon notice from the Issuer to the Trustee as set forth in the Indenture.

	Redemption Period		
	(Both Dates Inclusive)		Redemption Price	
_________ 1, ____ to ________ 31, ____	$	
_________ 1, ____ to ________ 31, ____		
_________ 1, ____ and thereafter		

Mandatory Sinking Fund Redemption

The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal

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amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture.

	Principal Amount of			Principal Amount of	
Year		Bonds to be Paid	Year		Bonds to be Paid	

Extraordinary Mandatory Redemption in Whole or in Part

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

Notice of Redemption

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

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notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture.

Partial Redemption of Bonds.

If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date.

The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Orlando, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee

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may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

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

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

[Remainder of page intentionally left blank]

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

DEL WEBB BEXLEY COMMUNITY
DEVELOPMENT DISTRICT
[SEAL]

By:

Name:

Title:	Chair, Board of Supervisors

(SEAL)

Attest:

By:

Name:

Title: Secretary, Board of Supervisors

CERTIFICATE OF AUTHENTICATION

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

Date of Authentication: __________________

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:

Authorized Agent

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STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Sixth Judicial Circuit of Florida, in and for Pasco County, Florida, rendered on the [___] day of [___________], 20[__].

Chair, Board of Supervisors

Secretary, Board of Supervisors

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ABBREVIATIONS

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

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.

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ASSIGNMENT AND TRANSFER

FOR  VALUE  RECEIVED  the  undersigned  sells,  assigns  and  transfers  unto .

(please print or typewrite name and address of assignee)

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

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

Signature Guarantee:

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

Please insert social security or other identifying number of Assignee.

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

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EXHIBIT D

FORM OF REQUISITION
DEL WEBB BEXLEY COMMUNITY DEVELOPMENT DISTRICT

SPECIAL ASSESSMENT BONDS, SERIES [	]

The undersigned, a Responsible Officer of the Del Webb Bexley Community Development District (the "Issuer") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture from the Issuer to U.S. Bank National Association, as trustee (the "Trustee"), dated as of ___________ 1, 2018, as

supplemented by that certain _________ Supplemental Trust Indenture dated as of ___________

1, 20__, (collectively, the "Indenture") (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):

(A)	Requisition Number:

(B)	Name of Payee:

(C)	Amount Payable:

(D)	Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments, or, state Costs of Issuance, if applicable):

(E)	Amount, if any, that is to used for a Deferred Cost:

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

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

or

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

2.	each disbursement set forth above is a proper charge against the Acquisition and Construction Fund;

3.	each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project;

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

paid.

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

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

Originals or copies of the invoice(s) from the vendor of the property acquired or the services rendered, or other appropriate documentation of costs paid, with respect to which disbursement is hereby requested are on file with the Issuer.

DEL WEBB BEXLEY COMMUNITY

DEVELOPMENT DISTRICT

By:

Responsible Officer

CONSULTING ENGINEER’S APPROVAL
FOR NON-COST OF ISSUANCE REQUESTS ONLY

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

Consulting Engineer

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