WILDBLUE COMMUNITY DEVELOPMENT DISTRICT PUBLIC HEARINGS AND REGULAR MEETING AGENDA January 24, 2019 WildBlue Community Development District OFFICE OF THE DISTRICT MANAGER 2300 Glades Road, Suite 410W●Boca Raton, Florida 33431 Phone: (561) 571-0010●Toll-free: (877) 276-0889●Fax: (561) 571-0013
January 17, 2019 ATTENDEES: Please identify yourself each time you speak to facilitate accurate transcription of Board of Supervisors meeting minutes. WildBlue Community Development District
Dear Board Members:
The Board of Supervisors of the WildBlue Community Development District will hold multiple Public Hearings and Regular Meeting on Thursday, January 24, 2019 at 10:00 a.m., at Barraco and Associates, 2271 McGregor Boulevard, Suite 100, Fort Myers, Florida 33901. The agenda is as follows:
1. Call to Order/Roll Call
2. Public Comments
3. Public Hearing to Consider the Adoption of an Assessment Roll and the Imposition of Special Assessments Relating to the Financing and Securing of Certain Public Improvements A. Affidavit/Proof of Publication B. Mailed Notice to Property Owner(s) C. Presentation of Master Engineer’s Report (for informational purposes) D. Presentation of Master Special Assessment Methodology Report (for informational purposes) E. Consideration of Supplemental Special Assesesment Methodology Report F. Public Comment and Testimony Hear testimony from the affected property owners as to the propriety and advisability of making the improvements and funding them with special assessments on the property G. Equalization of Assessments • Thereafter, the governing authority shall meet as an equalizing board to hear any and all complaints as to the special assessments on a basis of justice and right Board of Supervisors WildBlue Community Development District Janaury 24, 2019, Public Hearings and Regular Meeting Agenda Page 2
H. Consideration of Resolution 2019-05, Authorizing District Projects for Construction and/or Acquisition of Infrastructure Improvements; Equalizing, Approving, Confirming, and Levying Special Assessments on Property Specially Benefited by Such Projects to Pay the Cost Thereof; Providing for the Payment and the Collection of Such Special Assessments by the Methods Provided for by Chapters 170, 190 and 197, Florida Statutes; Confirming the District's Intention to Issue Special Assessment Bonds; Making Provisions for Transfers of Real Property to Homeowners Associations, Property Owners Associations and/or Governmental Entities; Providing for the Recording of an Assessment Notice; Providing for Severability, Conflicts and an Effective Date
4. Public Hearing Confirming the Intent of the District to Use the Uniform Method of Levy, Collection and Enforcement of Non-Ad Valorem Assessments as Authorized and Permitted by Section 197.3632, Florida Statutes; Expressing the Need for the Levy of Non-Ad Valorem Assessments and Setting Forth the Legal Description of the Real Property Within the District’s Jurisdictional Boundaries that May or Shall Be Subject to the Levy of District Non-Ad Valorem Assessments; Providing for Severability; Providing for Conflict and Providing for an Effective Date A. Affidavit/Proof of Publication B. Consideration of Resolution 2019-06, Expressing its Intent to Utilize the Uniform Method of Levying, Collecting, and Enforcing Non-Ad Valorem Assessments Which May Be Levied By the WildBlue Community Development District in Accordance with Section 197.3632, Florida Statutes; Providing a Severability Clause; and Providing an Effective Date
5. Update: Boundary Amendment Process
6. Consideration of Resolution 2019-07, Authorizing the Issuance of Not Exceeding $25,000,000 WildBlue Community Development District, Special Assessment Revenue Bonds, Series 2019 (the “Bonds”) to Finance Certain Public Infrastructure Within the District; Determining the Need for a Negotiated Limited Offering of the Bonds and Providing for a Delegated Award of Such Bonds; Appointing the Underwriter for the Limited Offering of the Bonds; Approving The Form of and Authorizing the Execution and Delivery of a Bond Purchase Contract With Respect to the Bonds; Approving the Form of and Authorizing the Execution and Delivery of a First Supplemental Trust Indenture Governing the Bonds; Approving the Form of and Authorizing the Distribution of a Preliminary Limited Offering Memorandum; Approving the Execution and Delivery of a Final Limited Offering Memorandum; Approving the Form of and Authorizing the Execution of a Continuing Disclosure Agreement, and Appointing a Dissemination Agent; Approving the Application of Bond Proceeds; Authorizing Certain Modifications to the Board of Supervisors WildBlue Community Development District Janaury 24, 2019, Public Hearings and Regular Meeting Agenda Page 3
Assessment Methodology Report and Engineer’s Report; Making Certain Declarations; Providing for the Registration of the Bonds Pursuant to the DTC Book-Entry Only System; Authorizing the Proper Officials to do All Things Deemed Necessary in Connection with the Issuance, Sale and Delivery of the Bonds; and Providing for Severability, Conflicts and an Effective Date
7. Approval of Unaudited Financial Statements as of December 31, 2018
8. Consideration of December 6, 2018 Regular Meeting Minutes
9. Staff Reports A. District Counsel: Hopping, Green & Sams, P.A. B. District Engineer: Barraco and Associates, Inc. C. District Manager: Wrathell, Hunt and Associates, LLC NEXT MEETING: February 7, 2019 at 11:00 A.M.
10. Board Members’ Comments/Requests
11. Public Comments
12. Adjournment
I look forward to seeing all of you at the upcoming meeting. In the meantime, if you should have any questions or concerns, please do not hesitate to contact me directly at 561-719-8675.
Sincerely, FOR BOARD MEMBERS AND STAFF TO ATTEND BY TELEPHONE Call-in number: 1-888-354-0094 Conference ID: 2144145 Craig Wrathell District Manager WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3A THE NEWS-PRESS Published every morning Daily and Sunday NOTICE OF PUBLIC HEARING TO CONSIDER Ll\1POSITION OF SPECIAL ASSESSMENTS PURSUANT TO SEC TION 170.07. FLORIDA STATUTES, BY THE WILDBLUE COMMUNITY DEVELOPl\!ENT DISTRICT Fort Myers, Florida NOTICE OF PUBLIC HEARING TO CONSIDER ADOPTION OF ASSESSMENT ROLL PURSUANT TO SECTION Affidavit of Publication 197.3632(4)(b). FLORIDA STATUTES. BY THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT NOTICE OF REGULAR MEETING OF THE WILD BLUE COMMUNITY DEVELOPMENT DISTRICT The WildBlue Community Development District Board of Supervisors ("Board .. ) will hold public hearings on .January 24. STATE OF FLORIDA 2019 at 10:00 a.m., at Barraco & Associates, 2271 McGregor Blvd .• Suite 100, Ft. Myers. Florida 33901, to consider the adoption of an assessment roll. the imposition of special assessments to secure proposed bonds on benefited lands within the WildBlue COUNTY OF LEE Community Development District ("Distticf"). a depiction of which lands is shown below. and to provide for the levy, collection and enforcement of the special assessments. The streets and areas to be improved are geographically depicted below and in the District"s Engineer'., Report (the ·'Improvement Plan"'). The public hearing is being conducted pursuant to Chapters 170, 190 Before the undersigned authority, and 197. Florida S1m111es. A description of the property to be assessed and the amount to be assessed to each piece or parcel of property may be ascertained at the ofiice of the District"s Records Ofiice located at 2300 Glades Road, Suite 410W. Boca Raton. personally appeared Cheryl Eller, who on Florida 33431. (561) 571-0010. The District is a unit of special-purpose local government responsible for providing infrastructure improvements for lands oath says that he/ she is an Assistant of the within the District. The infrastructurn improYements ("lmprovements"') are currently expected to include, but are not limited to. r drainage and surface water management. onsite roadways. onsite utilities. offsite utilities and roadway improvements. and environ ~ews~Press, a daily newspaper, published mental restoration and mitigation. all as more specifically described in the Improvement Plan. on file and available Print Name: Milagros A. Isberto My commission Expires: July 11, 2020 MtLAGROS A ISBERTO --, Public • ~tllte ol Flofidm Cl!Mrissloo II FF99715t My Ctfflm. Expires Jul 11, 2020 .._d through National Notary Assn. ,:·r: RESOLUfION 2019-01 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILDBLUE COMMUNITY DEVELOP MENT DISTRICT DECLARING SPECIAL ASSESSMENTS; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DE FRAYED 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 AS SESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMI NARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION. WHEREAS, the Board of Supervisors (the "Board") of the WildBlue Community Development District (!he "District") hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/01 maintain the infrastruclure improvements (lhe "Improvements") described in the District"s Engineer's Report, dated December 4. 2018, attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by special assessments pursuant to Chapter 190. Florida Statutes (the "Assessments"): and WHEREAS, the District is empowered by Chapter 190, the Uniform Community Development District Act, Chapter 170. Supplemental and Alternative Method of Making Local Municipal Improvements, and Chapter 197, the Uniform Method for the Levy, Collection and Enforcement of Non-Ad Valorem Assessments, Florida Statutes. to finance, fund. plan, establish, acquire. construct or reconstruct, enlarge or extend. equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments: and WHEREAS, the District hereby determines that benefits will accrue to the property improved, the amount of those benefits, and that special assessments will be made in proportion to the benefits received as set forth in the Master Special Assessment Methodology Report, dated December 5, 2018. attached hereto as Exhibit Band incorporated herein by refer ence and on file at 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431 (the "District Records Office"): and WHEREAS, the District hereby determines that the Assessments ta be levied will not exceed the benefit to the property improved. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILDBLUE 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 cast of the Improvements is $34.790,000 (the "Estimated Cost"). 4. The Assessments will defray approximately $46,760.000. 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 agportioned and paid is set forth in Exhibit B, including provi- sions 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 hereinaf ter provided for. 7. There is on file. at the District Reca1ds Office, an assessment plat showing the area ta 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 ·-" '' "' " •' •'- - " ______,_ : ...... ,.,~ ,.,.,..,,;1,.,,hlo tn tho nictrirt in ~nv VP.~r- Of if 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 lime and in the same manner as are ad-valorem taxes and collected pu.rsuanfto Chapter 197, Florida Statutes; provided, however, that in the event the uniform non .ad,yalorem assessment method1of1collecting the Assessments is not. available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law. 9. The District Manager has caused to be made a preliminary assessment 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 as- sessed 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 \veeks) in a newspaper of general circulation within Lee County and to provide such other notice as may be required by Jaw or desired in the best interests of the District. 12. This Resolution shall become effective upon its passage. PASSED AND ADOPTED this 6" day of December, 2018. ATTEST: WILDBLUE COMMUNITY DEVELOPMENT DISTRICT IS/Craig Wrathell ISi Russell Smith ~Assistant Secretary Chair/Vice Chair, Board of Supervisors .ExhibitA:'Engi~eer's Report, dated December 4, 2018 Exlliblt B: Master Special Assessment Methodology Report, dated December$, 2018 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3B STATE OF FLORIDA ) COUNTY OF PALM BEACH ) AFFIDAVIT OF MAILING BEFORE ME, the undersigned authority, this day personally appeared Michal Szymonowicz, who by me first being duly sworn and deposed says: 1. I am over eighteen (18) years of age and am competent to testify as to the matters contained herein. I have personal knowledge of the matters stated herein. 2. I, Michal Szymonowicz, am employed by Wrathell, Hunt and Associates, LLC, and, in the course of that employment, serve as Assessment Consultant for the WildBlue Community Development District. 3. Among other things, my duties include preparing and transm1ttmg correspondence relating to the WildBlue Community Development District. 4. I do hereby certify that on December 21, 2018, and in the regular course of business, I caused the letter, in the form attached hereto as Exhibit A, to be sent notifying affected landowners in the WildBlue Community Development District of their rights under Chapters 170, 190 and 197, Florida Statutes, with respect to the District's anticipated imposition of assessments. 5. I have personal knowledge of having sent the letters to the addressees, and those records are kept in the course of the regular business activity for my office. FURTHER AFFIANT SAYETH NOT. Michal Szymonowi z SWORN AND SUBSCRIBED before me this 21st da~f December, 2018, by Michal Szymonowicz, for Wrathell, Hunt and Associates, LLC, who is Lvf personally known to me or [ ] has provided •-' ,,,.. ,.,,,, as identification, and who did :0 did not _ take an oath. NOTAR~_PUBLIC ~ C':::>. ~' ' §:: • -\ ~ Print Na~ L~C'..J..A "'~a.r)( L Notary Public, State of Florida Commission No.: ~ ~ ~ C\ '\ 3-===, '"2 My Commission Expires: oC\ -aq,,. _, c; EXHIBIT A: Mailed Notice ru ...a □ ru ...a ..0 cO c:Q .::r .:r cr cr cQ c:Q er $ cr l;l:$:-,_~~-~~~~,--.....,..,..,...... -1--,:.~~~ Extra Smvicos & Fees (check box, add fee as ,;1ppropriate) Extra Services & Pees (check box, z.dd fee as a,o r~ [] Return Receipt (ha1dcopy) $ _____ c:J O Return Receipt (hardcopy) $ ---J-.';.,,_ □ 0 Return Receipt (e!9ctronic) $ _____ □ 0 Return Receipt (electronic) S --+=4- □ 0 CerMied Mail Restricted Oatlvary D Certified Mail Restricted De!ive!)' $ □ □ □ D Adult Signature Required S _____ □ D ,t,,du!t Signature Required D Adult Signature Restricted Delivery $ D Adult Signature Restricted Delivery $ □ Postage □ Postage co c:Q ..a $ ...a □ To Alico East Fund, LLC CJ Pulte Home Company, LLC cQ s, 12800 University Dr., Suite 275 cQ r=i rl 24312 Walden Center Dr., Suite 300 □ s1 Fort Myers, FL 33907 □ Bonita Springs, FL 34134 I""- I""- Ci r" cr LO rl ..a ...0 cO c:Q .:r .:r cr cr '===::ficc::-::'--C::...... ---"'----'""-'----'---'-'-'----'~'--'----''--_::.::..'----'-==='--- ~ $ 7 ~ $ .., i.;;Ex;...vt-ra-s=e-rv~i-ce-s~&-=Fe_e_s~/c-he_c_k.,..bo-x,-a""'dd..,.fc--ee_a_s_ap-p-ro-p~ria-te/-; h'E"'x"'tra=se=rv'"ic:-ce"'.'.".s~&""'Fe'.'."'.e-s-,/c7he-,c-,-k-,-bo_x_,o--,a'"'"d .,-te-c,-es-,p-p-,o-p-,r!a-te-i -J D Return Receipt {hardcopy) $ ______,, 0 Return Receipt (hardcopy) $ _____ □ □ D Return Receipt (electronic) D Return Receipt {electronic) □ 0 Certified Mail Restricted Delivery $ ----➔ □ □ □ D Certified Mail Restricted Delivery $ ------'-- D Adult Signature Required $ _____,__, □ 1 □ 0 Adult Signature Required $ -----L D Adult Signature Restricted Delivery $ 0 Adult Signature Restricted Delivery $ □ Postage □ Postage cQ c:Q ...a $ ...a Tc □ □ Lennar Homes, LLC cO c:Q 10481 Six Mile Cypress Pkwy. r=i 2639 Professional Cir., Suite 101 rl □ □ Fort Myers, FL 33966 I""- Naples, FL 34119 I""- rn rn ..a cO .:r cr c:Q cr ""$,_,_~~~,,,,,,.--.,..,.,_...,..,.,--,..,.,__ ----,<,-e,:-l.,,~ □ D Return Receipt (electronic) □ 0 Certified Mail Restricted De!lvery □ c:::J □ Adult Signature Required $ ----'l....,'n--- 1 ,'=0:!:A;d'.'.'.u'.;_ltS::'.:l~gn:at:u:re_::R::••:::tr:lct:•d~D'.'.:e:'.'.llv:'.,'.e'.!ry~$'.-===:\:e);~ ccc:::J i-Postage ...a $ c:::J .,, SDWB, LLC 2639 Professional Cir., Suite 101 Naples, FL 34119 EXHIBIT A WildBlue Community Development District OFFICE OF THE DISTRICT MANAGER 2300 Glades Road, Suite 410W ● Boca Raton, Florida 33431 Phone: (561) 571-0010 ● Toll-free: (877) 276-0889 ● Fax: (561) 571-0013 NOTICE TO PROPERTY OWNER December 21, 2018 Transmitted via Certified Mail Return Receipt Requested Lennar Homes, LLC 10481 Six Mile Cypress Pkwy. Fort Myers, FL 33966 RE: WildBlue Community Development District (“District”) Notice of Hearings on Debt Assessments Strap #’s: 17-46-26-L1-U2607.2837, 19-46-26-L2-080L6.0000, 19-46-26-L2-080O1.00CE, 19-46-26-L2-080O2.00CE, 19-46-26-L2-080O3.00CE, 19-46-26-L2-080O4.00CE, 19-46-26- L2-080O5.00CE, 19-46-26-L2-080R1.00CE, 19-46-26-L2-08O13.00CE, 19-46-26-L2- 08O14.00CE Dear Property Owner: In accordance with Chapters 170, 190 and 197, Florida Statutes, the District’s Board of Supervisors (“Board”) hereby provides notice of the following public hearings, and public meeting: PUBLIC HEARINGS AND MEETING DATE: January 24, 2019 TIME: 10:00 A.M. LOCATION: Barraco & Associates 2271 McGregor Blvd., Suite 100 Ft. Myers, Florida 33901 The purpose of the public hearings announced above is to consider the imposition of special assessments (“Debt Assessments”) and adoption of an assessment roll to secure proposed bonds on benefited lands within the District, and, to provide for the levy, collection and enforcement of the Debt Assessments. The proposed bonds secured by the Debt Assessments are intended to finance certain public infrastructure improvements, including, but not limited to, drainage and surface water management, onsite roadways, onsite utilities, offsite utilities and roadway improvements, and environmental restoration and mitigation, all for the project known as the “Capital Improvement Program.” The Capital Improvement Program is described in more detail in the Master Engineer’s Report, dated December 20, 2018. The Debt Assessments are proposed to be levied as an assessment lien and allocated as set forth in the Master Special Assessment Methodology Report, dated December 21, 2018 (“Assessment Report”). At the conclusion of the public hearings, the Board will, by resolution, levy and impose assessments as finally approved by the Board. The District is located entirely within Lee County, Florida. A description of the property to be assessed and the amount to be assessed to each piece or parcel of property may be ascertained at the “District’s Office” located at c/o Wrathell, Hunt and Associates, LLC, 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431, (561) 571-0010. Also, a copy of the agendas and other documents referenced herein may be obtained from the District Office. The public hearings and meeting are open to the public and will be conducted in accordance with Florida law. The public hearings and meeting may be continued to a date, time, and place to be specified on the record. There may be occasions when staff or board members may participate by speaker telephone. Any person requiring special accommodations because of a disability or physical impairment should contact the District Office at least forty-eight (48) hours prior to the meeting. 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), for aid in contacting the District Office. Please note that all affected property owners have the right to appear and comment at the public hearings and meeting, and may also file written objections with the District Office within twenty (20) days of issuance of this notice. Each person who decides to appeal any decision made by the Board with respect to any matter considered at the public hearings or meeting is advised that person will need a record of 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 such appeal is to be based. If you have any questions, please do not hesitate to contact the District Office. If you have any questions, please do not hesitate to contact the District Office. Sincerely, Craig Wrathell District Manager Exhibits: • Attachment A - Summary of Proposed Debt Assessments • Master Engineer’s Report, dated December 20, 2018 • Master Special Assessment Methodology Report, dated December 21, 2018 Page 2 of 4 ATTACHMENT A Summary of Proposed Debt Assessments 1. Proposed Debt Assessment for Your Property. The proposed Debt Assessment for your property based on your ownership of 1,253.07 +/- gross acres of land in the District is: $37,720,524.03 (total par, excluding interest), or $3,166,420.11 (annual). 2. Total Revenue. For all Debt Assessments levied, the District expects to collect no more than $46,760,000.00 in total revenue (not including interest and collection costs), or $3,925,231.90 per year for 30 annual installments, to fund the District’s Capital Improvement Program. 3. Unit of Measurement. As described in the Assessment Report, and generally speaking, the Debt Assessments are allocated to undeveloped property on a per gross acre basis, and on an Equivalent Residential Unit (“ERU”) basis for developed property. 4. Schedule of Debt Assessments: Proposed Debt Assessments Land Use Total # of ERU Proposed Debt Proposed Debt Units Factor** Assessment (Total Assessment Par, Excludes (Annual)* Interest) Total Debt Amounts (All Units) SF 52’ 100 1.00 $4,878,405.02 $409,763.66 SF 66’ 95 1.27 $5,885,795.66 $494,315.73 SF 72’ 61 1.38 $4,106,641.35 $344,881.10 SF 75’ 263 1.44 $18,475,495.51 $1,551,567.64 SF 85’ 108 1.63 $8,587,944.21 $721,177.85 SF 102’ 34 1.96 $3,250,969.11 $272,984.90 SF 140’ 12 2.69 $1,574,749.14 $132,221.01 Per Unit Amounts (Individual Unit When Platted) SF 52’ 100 1.00 $48,784.05 $4,097.64 SF 66’ 95 1.27 $61,955.74 $5,203.32 SF 72’ 61 1.38 $67,321.99 $5,653.79 SF 75’ 263 1.44 $70,249.03 $5,899.50 SF 85’ 108 1.63 $79,518.00 $6,677.57 SF 102’ 34 1.96 $95,616.74 $8,028.97 SF 140’ 12 2.69 $131,229.10 $11,018.42 *The annual amounts stated herein exclude estimated collection costs and early payment discounts. **The Debt Assessments as proposed are consistent with the ERU factors. See the Assessment Report for more information. Page 3 of 4 The Debt Assessments are expected to be collected over a period of 30 years subsequent to the issuance of debt to finance the improvements. Further, the Debt Assessments do not include any other assessments that may have been levied previously or that may be levied in the future. 5. Collection. The Debt Assessments constitute a lien against benefitted property located within the District just as do each year’s property taxes. For the Debt Assessments, the District may elect to have the County Tax Collector collect the assessments, or alternatively may collect the assessments by sending out an annual bill. For delinquent assessments that were initially directly billed by the District, the District may initiate a foreclosure action or may place the delinquent assessments on the next year’s county tax bill. IT IS IMPORTANT TO PAY YOUR ASSESSMENT BECAUSE FAILURE TO PAY WILL CAUSE A TAX CERTIFICATE TO BE ISSUED AGAINST THE PROPERTY WHICH MAY RESULT IN LOSS OF TITLE, OR FOR DIRECT BILLED ASSESSMENTS, MAY RESULT IN A FORECLOSURE ACTION, WHICH ALSO MAY RESULT IN A LOSS OF TITLE. The District’s decision to collect assessments on the tax roll or by direct billing does not preclude the District from later electing to collect those or other assessments in a different manner at a future time. Page 4 of 4 MASTER ENGINEER’S REPORT FOR WILDBLUE COMMUNITY DEVELOPMENT DISTRICT December 20, 2018 Prepared by BARRACO AND ASSOCIATES, INC. 2271 McGregor Boulevard, Suite 100 Fort Myers, Florida 33901 Carl A. Barraco, P.E. Florida Registration No. 38536 Florida Certificate of Authorization #7995 Barraco and Associates, Inc. 2271 McGregor Boulevard, Suite 100 Fort Myers, Florida 33901 COVER TABLE OF CONTENTS REPORT: PAGES 1-22 TABLE OF CONTENTS I. INTRODUCTION 1 1.1 PURPOSE AND SCOPE 1 1.2 DESCRIPTION OF WILDBLUE DEVELOPMENT 1 EXHIBIT 1A – LOCATION MAP (CURRENT BOUNDARY) 3 EXHIBIT 1B – LOCATION MAP (BOUNDARY AMENDMENT) 4 1.3 THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 5 TABLE 1 - PROJECTED LAND USE 5 TABLE 2 - OWNERSHIP, LOT ALLOCATION, ANTICIPATED PRODUCT MIX PHASING 6 EXHIBIT 2A – FUTURE LAND USE MAP (CURRENT BOUNDARY) 7 EXHIBIT 2B – FUTURE LAND USE MAP (BOUNDARY AMENDMENT) 8 1.4 REPORT ASSUMPTIONS 9 II. DEVELOPMENT BOUNDARY 10 2.1 PROPERTY DEVELOPMENT BOUNDARY 10 2.2 EXISTING INFRASTRUCTURE 10 III. PROPOSED PROJECT 11 3.1 PROPOSED DISTRICT INFRASTRUCTURE 11 3.2 DRAINAGE SURFACE WATER MANAGEMENT SYSTEM 11 3.3 ONSITE ROADWAYS 12 3.4 ONSITE UTILITIES 13 3.5 OFFSITE UTILITIES AND ROADWAY IMPROVEMENTS 13 3.6 ENVIRONMENTAL RESTORATION AND MITIGATION 14 3.7 PROFESSIONAL FEES 14 IV. OPINION OF PROBABLE CONSTRUCTION COSTS 15 4.1 SUMMARY OF COSTS 15 4.2 DISTRIBUTION OF COSTS 15 TABLE 3 – DISTRIBUTION OF COSTS 15 TABLE 4 – INFRASTRUCTURE OWNERSHIP, OPERATION, AND MAINTENANCE RESPONSIBILITIES 16 4.3 PERMITS 16 V. CONCLUSION 16 5.1 SUMMARY 16 APPENDIX 17 APPENDIX A.1 – ALICO EAST FUND OWNERSHIP EXHIBIT 18 APPENDIX A.2 – LENNAR HOMES OWNERSHIP EXHIBIT 19 APPENDIX A.3 – PULTE HOME COMPANY OWNERSHIP EXHIBIT 20 APPENDIX A.4 – STOCK DEVELOPMENT OWNERSHIP EXHIBIT 21 APPENDIX A.5 – PERMITTING MATRIX 22 I. INTRODUCTION 1.1 PURPOSE AND SCOPE This Engineer’s Report has been prepared to assist with the planning, financing, construction, equipping, installation, and acquisition of public infrastructure improvements (herein, the “Project”) to be undertaken to support portions of the development of the WildBlue Development (herein, the “Development”). The Development is conterminous with the geographical area of the WildBlue Community Development District (herein, the “District”); the District is located wholly within, but does not constitute the entire area of the Development. This report will present a description of major District infrastructure components of the Project, as well as estimates of cost for completing these improvements. The financing of a portion of the Project is expected to be in the form of one or more series of special assessment bonds to be issued by the District (herein, the “Bonds”). Any portion of the Project not constructed with Bond proceeds will be constructed and conveyed to the District by the landowners and developers or their successors. This report is based on the Draft Master Engineer’s Report (herein, the “Draft Report”) adopted by the District Board of Supervisors in its substantial form on January 25, 2018. 1.2 DESCRIPTION OF WILDBLUE DEVELOPMENT The WildBlue Mixed Use Planned Development (MPD) is a proposed development within unincorporated Lee County, Florida. A site location map depicting the current Development boundary and general location is provided as Exhibit 1A. At the time of establishment, the Development area was commensurate with the WildBlue MPD, as discussed below. An impending boundary amendment to the District will increase the area of the District and Development. One parcel will be contracted and three parcels will be added, one of which was not included in the original Development boundary as defined by the WildBlue MPD. The District is currently wholly within the Development and will remain wholly within the Development following the District boundary amendment; as such, the Development will be redefined to include the lands comprising the WildBlue MPD and the ±107 acre parcel excluded from the original Development boundary. Consequently, the Development area will increase from ±2,960 acres to ±3,068 acres and will include lands not subject to the WildBlue MPD. Lee County Concurrency Application CPA2014-00004 was filed to establish an environmental restoration overlay within a specific area of the Density Reduction/Groundwater Resource (DR/GR) Future Land Use Category. It proposed a maximum density of 1,100 dwelling units, including amenities, a private marina and recreational uses, as well as up to 40,000 square feet of commercial space. Lee County Zoning Application DCI2014-00009 was filed concurrently to rezone the property from Agricultural District (AG-2) and Private Recreation Facility Planned Development (PRFPD) to Mixed Use Planned Development (MPD). The zoning request proposed development of 1,000 dwelling units and 40,000 square feet of commercial space. CPA2014-00004 proposed to establish an overlay within the DR/GR to allow for increased residential densities up to a maximum of two dwelling units per acre. Density is proposed to vary based on the source of additional dwelling units. 1 of 22 The Lee County Board of County Commissioners (BoCC) reviewed the amendment and adopted it on August 5, 2015 under Lee County Ordinance 15-13. The Florida Department of Economic Opportunity also reviewed the amendment and deemed it sufficient on August 17, 2015; it became effective September 17, 2015. Zoned AG-2 and PRFPD, DCI2014-00009 sought to rezone the subject site to MPD to authorize development of a maximum 1,000 dwelling units, with maximum building heights of 35 feet, as well as amenities, buffers, preservation requirements and accessory uses as outlined in Zoning Resolution Z-15-021 and demonstrated on the Master Concept Plan. The Hearing Examiner recommended approval on September 18, 2015, subject to 30 conditions and one deviation. The BoCC considered and approved the rezoning request on October 21, 2015. Administrative Amendment ADD2018-00017 requesting an increase in density by 96 units was approved and adopted on February 19, 2018, thereby increasing the maximum density established by Z-15-021 to 1,096 dwelling units. Located on Corkscrew Road west of the Alico Road intersection, the MPD is the most compatible plan when considering public benefit and surrounding land uses. It provides a step-down transition in residential intensity from surrounding developments, which include CenterPlace and Miromar Lakes. Additionally, the Development is proposed to be clustered in an area previously disturbed by mining operations while preserving the on-site natural resources. By clustering the Development, greater expanses of land can be dedicated to preserve and enhance native ecosystems as well as improve compatibility with the conservation lands and the Stewart Cypress Slough. Surrounding zoning districts include residential, agricultural and industrial. The northern edge of the District is bordered by submerged Lee County lands, Cemex Construction Materials, and vacant land owned by Florida Gulf Coast University (FGCU), all of which is zoned Agricultural-2. Lands immediately east of the District boundary include individual residential, zoned AG-2, and vacant land zoned AG-2 and Industrial Planned Development (IPD). The southern edge of the District is bordered by the Bella Terra and Preserve at Corkscrew residential communities, both zoned CPD and RPD; the Grandezza residential community, zoned MPD; and undeveloped land zoned RPD. To the west the District is bordered by vacant land zoned AG-2; Miromar Lakes, zoned MPD and DRI; and CenterPlace, zoned MPD and CCPD. 2 of 22 EXHIBIT 1A – LOCATION MAP (CURRENT BOUNDARY) s FLORIDA SOUTHWEST FLORIDA ALICOROAD : / DEVELOPMENT ( BOUNDARY I I I I I _____ J CORKSCREW ROAD FIL.E MMIE Dl11_aJD1.IJWG WILDBLUE COD AND DEVELOPMENT CURRENT BOUNDARY LOCATION MAP MJIHORllATON ENGINEEIWG 7111111 - SUfM'l'ING UH11MO EXHIBIT 1A 3 of 22 EXHIBIT 1B – LOCATION MAP (BOUNDARY AMENDMENT) s LO~IOA SOUTHWEST' FLORIDA ALICOROAO COO BOUf\l DARY -l"MCEL AOOIJION PARCEL PARCEL AOOITION AOOITICfll coo 80IJNOAR'( L€GENO PARCEL CONf RACllON (1) PARCEL COJiTRACTION .PARC'EL AODIJION (3) COD 80UNOJIRV W ILDBLUE COD BOUNDARY AMENDMENT LOCATION MAP EXHIBIT 1B 4 of 22 1.3 THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT The District currently consists of ±1,563 acres, as depicted in Exhibit 1A. Two existing lakes, WildBlue Lake North and WildBlue Lake South, and a fallow field are anticipated to be added to the District, while a ±9.8 acre commercial parcel is anticipated to be removed from the District in a future boundary amendment. Originally excluded from the District and Development boundary, the ±107 acre field addition will increase the areas of both, the District and Development, as the District is wholly within the Development. It is important to note the fallow field was not included in the WildBlue MPD; it is zoned AG-2 and is not subject to the WildBlue MPD. The proposed boundary revisions result in a net increase in District area of ±788.91 acres, and an adjusted total area of ±2,352 acres. Table 1 provides an overview of the projected revised land use in comparison with the current land use included in the Draft Report, as well as that of the current Development. Exhibit 1B illustrates the revised boundary and indicates the proposed parcel additions and contraction. TABLE 1 - PROJECTED LAND USE Current Projected Current District Development Revised District Residential Dwelling Units 1,096 646 673 Commercial Space 40,000 sf 40,000 sf 0 sf Total Acreage ±2,960 ac ±1,563 ac ±2,352 ac LAND USE: Water Management Area 116 ac 3.9% 104 ac 6.7% 200 ac 8.5% Buildings 140 ac 4.7% 94 ac 6.0% 98 ac 4.2% Pavement 81 ac 2.7% 57 ac 3.6% 62 ac 2.6% Open Space (Pervious Area) 401 ac 13.6% 281 ac 18.0% 304 ac 12.9% Preserve 1,329 ac 44.9% 1,027 ac 65.7% 1,027 ac 43.7% Recreational Lakes 893 ac 30.2% 0 ac 0.0% 661 ac 28.1% TOTAL: 2,960 ac 100% 1,563 ac 100% 2,352 ac 100% The petition to establish this District was submitted to Lee County on July 18, 2017. On September 26, 2017, the Lee County Department of Community Development determined the application was sufficient and provided the Lee County Attorney’s Office with a staff report for review. The District was created by Ordinance No. 17- 17 and enacted by the Board of County Commissioners of Lee County, Florida on November 7, 2017, and became effective on November 8, 2017. The District has been established by and operates in accordance with the Establishing Ordinance, and pursuant to the provisions of Chapter 190, Florida Statutes for the purpose of planning, financing, constructing, operating and maintaining public infrastructure for the lands comprising the community development within the jurisdiction of the District. The District will also possess the authority to issue Bonds for the purpose of acquiring and constructing certain public infrastructure improvements and to levy taxes, assessments, rates and charges to pay for the construction, acquisition, operation and maintenance of the public improvements. Final judgement of the Bonds was validated on April 2, 2018 by the Circuit Court of the Twentieth Judicial Circuit of the State of Florida. 5 of 22 The District is bordered at the north by submerged Lee County lands, Cemex Construction Materials (AG-2) and FGCU-owned lands (AG-2); private residential (AG-2) properties and privately owned vacant lands (AG-2 and IPD) to the east; Bella Terra (CPD and RPD), The Preserve at Corkscrew (CPD and RPD), vacant residential land (RPD) and Grandezza (MPD) to the south; and privately owned vacant land (AG-2), Miromar Lakes (MPD and DRI) and CenterPlace (MPD and CCPD) to the west. Surrounding future land uses as identified by the 2016 Lee County Future Land Use Map, include Tradeport, DR/GR, Wetlands and Conservation Lands to the north; DR/GR, Wetlands and Conservation Lands to the south; and University Community, Wetlands and Conservation Lands to the west. The southern property line borders Suburban and Wetlands that fall within the Village of Estero. Future land uses within the District and surrounding areas are depicted in two Future Land Use Maps (FLUMs), comparing the current District boundary (Exhibit 2A) and the proposed amended District boundary (Exhibit 2B). At the time of the District establishment and adoption of the Draft Report, Alico East Fund, LLC was the sole landowner and developer of the land comprising the District. Portions of the land were subsequently sold to four additional (4) entities, including SDWB LLC and SD WildBlue LLC (both doing business as Stock Development), Lennar Homes LLC, and Pulte Home Company LLC. Each landowner is also the developer of their respective property, with the exception of the land owned by Stock Development, for which Lennar will act as developer. Appendix A1 through A4 depict property owned by each entity. Current ownership, lot allocation, and anticipated product mix and phasing within the District is summarized in Table 2. TABLE 2 - OWNERSHIP, LOT ALLOCATION, ANTICIPATED PRODUCT MIX PHASING Area Product Mix Lots Phases 75’ Lots 89 Alico East Fund ±95 ac 145 1 85’ Lots 56 75’ Lots 174 Lennar Homes ±1,956 ac 180 9 85’ Lots 6 52’ Lots 100 Pulte Home ±221 ac 66’ Lots 95 256 10 Company 72’ Lots 61 85’ Lots 46 Stock ±80 ac 102’ Lots 34 92 3 Development 140’ Lots 12 The District is currently governed by a five member Board of Supervisors, which currently includes David Caldwell, Christopher Hasty, Barry Ernst, Chris Johnson, and Russell Smith. Wrathell, Hunt and Associates, a firm specializing in special district management, will serve as the management company of the District on a contractual basis. They will oversee the operation and maintenance of the District, as supervised by the Board of Supervisors of the District. 6 of 22 EXHIBIT 2A – FUTURE LAND USE MAP (CURRENT BOUNDARY) 1. LEE COUNTY FUTURE LAND USE MAP DATED 2016 2. VILLAGE OF ESTERO FUTURE LAND USE MAP DATED 20 16 FLUM LEGEND BOUNDARY LEGEND TRAOEPORT - DENSITY REDUCTION V ILLAGE OF ESTERO BOUNDARY GROUNDWATER RESOURCE - WEll.ANDS DEVELOPMENT BOUNDARY ~ UNIVERSITY V ILLAGE - CONSERVATION - CONSERVATION - COD BOUNDARY COMMUNl'TY NEIGHBORHOOD 1 LANDS UPLAND LANDS WETLANDS COD/ DEVELOPMENT BOUNDARY COD BOUNDARY - ----~:::::-s:: ~ BOUNDARY ~ s ~ 0 1300 2600 --SCALE IN FEET I FILE NAIIIE ACAD-23416_C0O280.DNO WILDBLUE COD AND DEVELOPMENT CURRENT BOUNDARY FUTURE LAND USE MAP (FLUM) FLORI DO. CERTIF ICATES OF AUTHORIZATION ENGl t-EERING 7995 • SURVEYING LB-6940 EXHIBIT 2A 7 of 22 EXHIBIT 2B – FUTURE LAND USE MAP (BOUNDARY AMENDMENT) CE: 1. LEE COUNTY FUTURE LAND USE MAP DATED 2016 2. VILLAGE OF ESTERO FUTURE LAND USE MAP DATED 20 16 BOUNDARY LEGEN D FLUM LEGEND PARCEL ADDIT ION TRAOEPORT - DENSITY REDUCTION PARCEL CONTRACT IO N GROUNDWATER RESOURCE - WEll.ANDS V ILLAGE OF ESTERO BOUNDARY UNIVERSITY V ILLAGE - CONSERVATION - CONSERVAT ION - COMMUNl'TY NEIGHBORHOOD 1 LANDS UPLAND LANDS PROPOSED COD BOUNDARY WETLANDS ALICOROAD COD/ DEVELOPMENT BOUNDARY PARCEL ADDITION CDD BOUNDARY PARCEL ADDITION - ----~L::::-STERO ~ PARCEL BOUNDARY ~ CONTRACTION s ~ 0 1300 2600 --SCALE IN FEET I FILE NAIIIE ACAD-23416_C00288_REVISIONS.DW WILDBLUE COD BOUNDARY AMENDMENT FUTURE LAND USE MAP (FLUM) FLORI DO. CERTIF ICATES OF AUTHORIZATION ENGl t-EERIN G 7995 • SURVEYING LB-6940 EXHIBIT 2B 8 of 22 1.4 REPORT ASSUMPTIONS In the preparation of this report, Barraco and Associates, Inc. relied upon information provided by the current landowner and the Developer. While Barraco and Associates, Inc. has not independently verified the information provided by outside sources, there is no apparent reason to believe the information provided by others is not valid for the purposes of this report. 9 of 22 II. DEVELOPMENT BOUNDARY 2.1 PROPERTY DEVELOPMENT BOUNDARY The Development is located within Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Ranges 26 East in Lee County, Florida. It is bordered at the north by submerged Lee County lands, Cemex Construction Materials and FGCU-owned lands; private residential properties and privately owned vacant lands to the east; Bella Terra, The Preserve at Corkscrew, vacant residential land and Grandezza to the south; and privately owned vacant land, Miromar Lakes and CenterPlace to the west. 2.2 EXISTING INFRASTRUCTURE Extension of existing infrastructure outside of the boundaries of the District will comprise a portion of the improvements to be constructed and/or acquired by the District and financed with proceeds from the Bonds. There is no existing pre- construction infrastructure known to exist within the District. 10 of 22 III. PROPOSED PROJECT 3.1 PROPOSED DISTRICT INFRASTRUCTURE The District’s Capital Improvement Project (herein, the “CIP”) for public infrastructure improvements (construction and/or acquisition) within the District and outside the District is expected to include, but is not limited to, the following: Drainage and Surface Water Management System Onsite Roadways (from existing public roads to guardhouses) Onsite Utilities Offsite Utilities and Roadway Improvements Environmental Restoration and Mitigation Professional Fees The CIP described in this report represents the present intentions of the Developers, current landowners, and the District, subject to applicable local general purpose government land use planning, zoning and other entitlements. The implementation of any improvements discussed in this plan requires the final approval by many regulatory and permitting agencies including local, state, and federal agencies. Subsequently, the actual improvements may vary from the CIP described in this report. The cost estimate contained in this report has been prepared based on the best available information, and is based on preliminary designs and current economic conditions. The actual cost may vary depending on the final engineering design, permitting, construction and approvals, as well as economic conditions at the time of construction. The following sections describe the elements which are part of the District's Capital Improvement Project. Construction began in the first quarter of 2018 and will be carried out in multiple phases. Project completion is anticipated in or about the fourth quarter of 2022. 3.2 DRAINAGE SURFACE WATER MANAGEMENT SYSTEM Surface water management lakes will be excavated within the District. Excavated material will be utilized for District-funded items. A total of ±181 acres of wet detention lakes is proposed. This fill will be placed, compacted, and spread over District-funded infrastructure improvements. Any balance of excavated material will be placed on the future development portion of the site, as this is considered to be the most cost-effective alternative for disposal of excavated material, given that Lee County Development Code prohibits removal of excavated material from the Project site without Lee County approval. If available, excess soil from District excavation may be utilized in construction of private infrastructure, including transportation, placing, grading and compacting; however, costs incurred will be the responsibility of the Developer and will not be funded by the District. Water management lakes will be excavated to size and depth requirements of the South Florida Water Management District (SFWMD). The water management system will consist of excavated stormwater lakes, culverts, inlets, and stormwater control structures. 11 of 22 SFWMD Dewatering Permit number 36-08429-W was approved on September 14, 2015, providing for the construction of water management lakes and the installation of underground utilities. Environmental Resource Permit (ERP) No. 36-05075-P was approved on November 10, 2004 and includes both the Development and the District. The surface water management system serving the District consists of eight (8) separate basins, each directing runoff to specified lakes for treatment and attenuation prior to discharge. Treated stormwater will subsequently be released through various control structures located in each wet detention lake, discharging into preserve area and the adjacent slough systems. Existing lakes, WildBlue Lake North and WildBlue Lake South, will serve dual purposes as recreation and water management lakes, accepting discharge exiting the Stewart Cypress Slough during a 100-year rain event. The benefit of these discharge points is two-fold: they provide a positive outfall for the wet detention lakes, as well as hydration to the preserve areas. The surface water management system has been designed in accordance with the SFWMD Applicant’s Handbook Volume II. These regulations set minimum criteria for water quality treatment and flood protection. The surface water management areas are designed to attenuate the 25-year, 3-day rainfall event. Roadways will be designed at or above the estimated 5-year, 1-day rainfall event stage. All homes and habitable structures will be designed at or above the estimated 100-year, 3-day rainfall event stage. A sediment and erosion control plan will be prepared and implemented for the entirety of the Project. Sediment and erosion control includes slope and outfall protection, such as hay bales, staked silt fences and floating turbidity barriers. A National Pollutant Discharge Elimination System (NPDES) permit must be obtained for construction activities, including a Stormwater Pollution Prevention Plan. 3.3 ONSITE ROADWAYS Public roadways within the District be limited to those from the Corkscrew Road and Alico Road to the guardhouses located at each access point. These portions of roadway within the District will be public; therefore owned, operated, and maintained by the District. They will be constructed within platted rights-of-way dedicated to the District for operation and maintenance. As required by state and federal law, roadways will be open to the public. All roadways beyond the proposed guardhouses will be private; therefore, will not be funded, operated, or maintained by the District. Construction of the roadways will consist of stabilized subgrade, limerock, asphalt (initial lift and final lift), signing and striping. Roadways are designed in accordance with Florida Department of Transportation (FDOT) and Lee County requirements, and will include security features, landscaping, hardscaping, irrigation, master electrical, street lighting, and sidewalks. 12 of 22 Landscaping and irrigation provided for the public roadways within the District, perimeter berms and entrance features will be owned and maintained by the District. Existing native vegetation will be preserved and incorporated into the landscape plan where possible, and will consist of sod, annual flowers, shrubs, groundcover, littoral plants and trees. A total of approximately ±4,860 linear feet of public roadway from Alico Road to the guardhouse, and Corkscrew Road to the guardhouse, will be constructed and funded by the District. Neither guardhouse will be funded by the District. 3.4 ONSITE UTILITIES The District-funded utilities within the Development will consist of water, wastewater, and irrigation systems. These systems will be designed and constructed in accordance with Lee County Utilities (LCU), Florida Department of Environmental Protection (FDEP), and Lee County Department of Health (LCDOH) standards. The turnover of completed water and sanitary sewer utilities by the District to LCU will take place upon completion of construction of these facilities. LCU will also act as the supplier of water to the water distribution systems, as well as the collector of the wastewater from the wastewater collection system. The potable water facilities will include transmission and distribution lines, along with the necessary valves, fire hydrants and water services to individual buildings and parcels. It is currently estimated approximately ±62,000 lineal feet of watermain will be constructed. Wastewater facilities will include individual sewer services, force mains, and six (6) sanitary lift stations. Four (4) lift stations will serve northern portions of the District and two (2) will serve a southern portion of the District. One (1) lift station in each general location will serve as the master lift station, to which the others will discharge sewage. Each master lift station will pump to offsite LCU infrastructure. The Project is anticipated to require approximately ±36,000 lineal feet of gravity and sanitary sewer, approximately ±20,000 lineal feet of force main and six lift stations. The irrigation facilities will include distribution lines, along with necessary appurtenances, and is estimated to require approximately ±47,000 lineal feet of irrigation main and two (2) pump stations. The utility improvements financed will be owned, operated, and maintained by the District, and will not include private service lines. 3.5 OFFSITE UTILITIES AND ROADWAY IMPROVEMENTS Offsite utility and roadway improvements are required by Lee County Comprehensive Plan Amendment CPA2014-00004, Zoning Resolution No. Z-15- 021 and/or local development approval for the Project. Installation of offsite utilities will include sanitary sewer transmission mains within the Lee County Alico Road and Corkscrew Road rights-of-way to serve the Development and improve the current LCU system. 13 of 22 Offsite roadway improvements include construction of auxiliary lanes to manage increased traffic flows and enhance safety. Auxiliary lanes serving the Development are proposed to be added at the entrances and exits on Corkscrew and Alico Roads. Included as part of the offsite roadway improvements, landscaping and irrigation adjacent to offsite roadways, but within the District boundary, will be owned and maintained by the District. Ownership and maintenance of all offsite improvements, with the exception of District-owned and maintained landscape and irrigation, will be conveyed to Lee County upon completion and certification, as applicable. 3.6 ENVIRONMENTAL RESTORATION AND MITIGATION Environmental consideration influenced the design of this Project to reduce or eliminate direct and secondary impacts, as well as preserve and restore the hydrologic ecological integrity to the greatest extent possible within the design parameters. Restoration and mitigation efforts will also satisfy SFWMD, U.S. Army Corps of Engineers (ACOE) and Lee County Zoning requirements and specifications. Proposed preservation and restoration activities are anticipated to provide a net benefit to water quality and as such, enhance aquatic vegetation and wildlife habitat. These restoration activities will also re-establish and revitalize wetland flowways. A wetland mitigation plan has also been devised to enhance wetland functions. Based on a Uniform Mitigation Assessment Methodology Analysis performed on the site, the functional loss associated with development impacts is significantly exceeded by the increased wetland functionality resulting from implementation of the proposed mitigation plan. 3.7 PROFESSIONAL FEES Professional fees include the estimated cost for design, construction management, and other professional services of all components of the District infrastructure and also includes other expenses, such as permit application fees. 14 of 22 IV. OPINION OF PROBABLE CONSTRUCTION COSTS 4.1 SUMMARY OF COSTS The estimates shown in Table 3 do not include the financing, operation, maintenance services or bond issuance costs necessary to finance and maintain the District CIP. All estimates are given in 2018 dollars and no inflation factor has been provided for the time value of money. These costs do not include any land values which may be associated with the possible acquisition of interests in certain lands relating to the CIP described in this Report. 4.2 DISTRIBUTION OF COSTS Section III of this report described the proposed public infrastructure comprising the CIP, of which a portion will be funded by Bonds. For the purpose of cost estimates presented in this section, the following seven categories have been established which contain groupings and associated costs of the various items described in Section 3.1: TABLE 3 – DISTRIBUTION OF COSTS Item Drainage and Surface Water Management System $6,950,000 Onsite Public Roadways $1,730,000 Onsite Utilities $12,800,000 Off-Site Utilities and Roadway Improvements $2,650,000 Environmental Restoration and Mitigation $7,080,000 Professional Fees $3,580,000 Totals $34,790,000 Drainage and Surface Water Management System includes preparing the District construction site via onsite clearing, grubbing, excavation and placement of excavated fill, curbing, storm sewer structures, and piping. Onsite Public Roadways include those from the existing public roadways to the guardhouses, and entail stabilized subgrade, limerock, asphalt, striping and signing. Onsite Utilities include both gravity and transmission sanitary sewer, potable watermain and irrigation systems. Off-Site Utilities and Roadway Improvements consist of the installation of sanitary sewer transmission mains within the Lee County rights-of-way on Corkscrew and Alico Roads, the construction of auxiliary lanes serving Corkscrew and Alico Roads, and installation of associated landscaping and irrigation. Environmental Restoration and Mitigation includes environmental preservation, restoration and mitigation, as well as mitigation and monitoring plans. Professional Fees include design, construction management, and other professional services of all components of the District infrastructure, as well as miscellaneous expenses. Table 4 summarizes various ownerships for the design components listed in this report. The “financing entity” is the entity responsible for funding and constructing each infrastructure component. Upon completion of construction and final certification, the infrastructure component will then be turned over to the “operation and maintenance entity.” 15 of 22 TABLE 4 – INFRASTRUCTURE OWNERSHIP, OPERATION, AND MAINTENANCE RESPONSIBILITIES Proposed Infrastructure Financing Operation & Ownership Improvements Entity Maintenance Entity Surface Water Management System WBCDD WBCDD WBCDD Offsite Roadway Improvements LCDOT WBCDD LCDOT Onsite Roadways (Public) WBCDD WBCDD WBCDD Potable Water Distribution System LCU WBCDD LCU Wastewater Collection System LCU WBCDD LCU Landscape and Irrigation WBCDD WBCDD WBCDD Environmental Restoration Mitigation WBCDD WBCDD WBCDD Improvements WBCDD = WildBlue Community Development District LCDOT = Lee County Department of Transportation LCU = Lee County Utilities 4.3 PERMITS Federal, state, and local permits and approvals are required prior to the construction of site infrastructure. Permits and permit modifications are considered part of the normal design and permitting process, and may be applied for at the time the improvement is undertaken. All permits known to be required for construction of the Project’s main infrastructure are either in effect or considered obtainable within the normal course of construction plan development and permit application/processing. Modification to existing permits may be required as detailed construction plans are developed. V. CONCLUSION 5.1 SUMMARY The WildBlue Development is proposed development consisting of 1,096 residential units with associated infrastructure within unincorporated Lee County, Florida. It is currently comprised of ±2,960 acres, but will increase to ±3,068 acres following a future boundary amendment. The WildBlue Community Development District, located entirely within the Development, is currently comprised of ±1,563 acres, proposed to include 673 residential units, and was established on November 7, 2017 with the purpose of planning, financing, constructing, operating and maintaining public infrastructure for the lands comprising the community development within the jurisdiction of the District. The future boundary amendment is anticipated to increase the area of the District to ±2,352 acres. The District possesses the authority to issue Bonds for the purpose of acquiring and constructing certain public infrastructure improvements. Such improvements include drainage and surface water management system, public onsite roadways, onsite utilities, offsite roadway and utility improvements, and environmental restoration and mitigation, as described throughout Section III of this report. The benefit of improvements provided by the Bonds for the District is anticipated to be greater than the cost of the Project. 16 of 22 APPENDIX 17 of 22 APPENDIX A.1 – ALICO EAST FUND OWNERSHIP EXHIBIT '¥\1LOBLUE PROPERTY BOUNDARY '\ ALICO EAST FUND, L.L.C. l'l10Nf(239)5IIO«l6e ~AA (2l9Jm.ooG~ W!ldBlue EX W LDBL~ ELAKE ~ NORTH 57252AC LEECOOITTY, FLCft!DA :iii I 111 11, EX LAKE II 111 ~ AREACMll'ED 1 11 ----- BASINBOU~ARY LEGEND !11 '\....,. s-•r~s L A~~:~~~d~~~S 11 i 235 Q\11,t,JERSH IP F P L EASEMENT EXHIBIT ! ALICO EAST FUND 23473 EXH 18 of 22 APPENDIX A.2 – LENNAR HOMES OWNERSHIP EXHIBIT CIVL EOOtlEE RtlG-LNlO SJRVEYtl3 LA>/DPI.A',MNG www.barraco.net 2211 MoDR E GOR BL\10 .. SUIT'E: 100 POSTOFflCE OR,W.ER2SOO w FO!!TMYERS.fl0Rl~ "90U8: LENNAR" EX~BLU E LAKE ..,, 231 65AC L~ NA!IHOMES I 04818ENC. PRATT/SIX Pdl\.E CYPRE-SSPAA~Y f OIU ICl'fRS. HOR'OA »96$ PKl'.JlE/23Q\ 27!1-1177 f AA(2l9J9l1~ 7~ WildBlue EX W!L'OBI.UE LAKE' ~~ NORTH 572.52AC. LEECCI.HITV, Fl~CIA. B~'f?rr,;-~~~"! ~':~ ::~?~~~~; FL!k,_, :Wi-1R-"'1'!P~,rl:)jl-~D,•,; EX LAKE .,..,_,,.,_ J-.i,.1::--, ·,-~,r4 rn I. D AREAO'M.EO __ _ __ BASIN BOUNDARY LEGEND APPRCM l.l 9J8MITTALSPLIINS NOTFCRCCtiSTRUCTlON ZlS' OWNERSHIP F.P.L EASEMEtJT EXHIBIT LENNAR HOMES 23473 EXH 19 of 22 APPENDIX A.3 – PULTE HOME COMPANY OWNERSHIP EXHIBIT WILOOLUE PROPERTY BOUrlOARY '\ ,, w 0 ,00 "" . .'.' .. ,.-, -... ' I-- SCALE IN FEET I EX. LAKE ii, ' I ,I D AREAO'Jl.t,IEO I - - - - - BASIN BOUNDARY 11 LEGEND I 11 , IL 235' OWNERSHIP F p L. EASEMENT EXHIBIT I PULTE HOME COMPANY 23473 EXH 20 of 22 APPENDIX A.4 – STOCK DEVELOPMENT OWNERSHIP EXHIBIT CPJI.. ENGIH€ERl~O- l>tl DS.JRVEYNG l>flO PI.A.~N:NG www.barraco.net l:21 ! McGR EOOR BLVO.SIJITE 100 POSTDrfiCE OR,l\'.ER 2SOD w FORTMYERS.FlORID,I,.~.~ ~Etne), ~1-3170 0 "" .,, 1200 FA.'C. (239) 461-31~ i- I SCALE IN FEET ~~o:E~~I;~~~:~~~ ,,,. .... 't.11.l' 2647 PRa'ESSICNAl CRCI.E SLH E 13l1 NAPLES, FL34!19 PHONE (239)592-73" FAX(239)!:i9'2•7!io\1 WildBlue EX ~ Lb BLUELAKE ~~ NORTH ,7252 AC -\\., ~~;:~~~-:~·,.;:~ :.;~~ ·.;::_ "•l ~ 1-\E 1~ ~ 1~.• l';"f'l t.+ 31' 1t:C<.:>.'•~ EX LAKE i ro_-,,,, ,J,;i-.-,..-4r1,) n c·cn: ,n 1i;~a I- c,..111-· D AREAOW _____ BASIN BOUNDARY 't • ' LEGEND I ' , ·{'\ :::::: :::: :::•:::: :::::::; µ ,~•... ·.· .. ·7 l?PROVA.1.SUBIIITTALSPLINS NOT FOR CONSTRUCT"O'l L ------,2,3•--5• ------'M..D6LUEPROPERTYBCX.JN01',RY....1 OWNERSHIP F P.L. EASEMEt~T EXHIBIT I STOCK DEVELOPMENT 23473 EXH 21 of 22 APPENDIX A.5 – PERMITTING MATRIX Issue Expiration Agency Type Permit No. Status Notes Date Date Overall SFWMD ERP 36-05075-P 08/03/15 08/31/26 Approved SFWMD WUP (Dewatering) 36-08429-W 09/14/15 09/14/25 Approved SFWMD WUP (Irrigation) 36-05078-W 01/12/05 01/04/23 Approved FDEP NPDES NOI FLR20BG64 12/29/17 03/23/22 Approved Limited Review Lee County LDO2016-00665 04/05/17 10/02/24 Approved Alico Road Off-Site Forcemain Development Order Lee County Development Order DOS2017-00003 03/10/17 11/17/35 Approved Earthwork/Mitigation Lee County Concurrency CNC2017-00003 03/10/17 09/02/21 Approved Lee County Plat PLT2017-00032 03/21/18 N/A Approved Inst. No 2018000070231 Lee County Resolution Z-15-021 10/21/15 N/A Approved Associated with DCI2014-00009 Lee County Ordinance 15-13 08/05/15 N/A Approved Associated with CPA2014-00004 Lee County Ordinance 17-17 11/08/17 N/A Approved Establishing Ordinance ACOE Dredge and Fill SAJ-2003-10995 01/28/16 01/28/21 Approved Alico East Fund SFWMD ERP 36-05075-P-04 11/20/18 08/31/26 Approved Lennar Homes/Stock Development Lee County Development Order DOS2017-00103 10/03/18 11/17/35 Approved Phase 1 Residential Lee County Concurrency CNC2017-00103 10/03/18 10/03/21 Approved Phase 1 Residential Lee County DOH Potable Water 0217283-224-DSGP 11/26/18 11/25/23 Approved Phase 1 Residential FDEP Wastewater 38436-426-DWC/CM 11/20/18 11/19/23 Approved Phase 1 Residential Pulte Homes SFWMD ERP 36-05075-P-03 10/26/18 08/31/26 Approved Lee County Development Order DOS2017-00102 01/17/18 11/17/35 Approved Earthwork Lee County Concurrency CNC2017-00102 01/17/18 01/17/21 Approved Earthwork Lee County Development Order DOS2018-00007 04/25/18 11/17/35 Approved Residential Lee County DOH Potable Water 0217283-220-DSGP 07/26/18 07/25/23 Approved Phase 1 Residential FDEP Wastewater 38436-418-DWC/CM 07/27/18 07/26/23 Approved Phase 1 Residential 22 of 22 WildBlue COMMUNITY DEVELOPMENT DISTRICT Master Special Assessment Methodology Report December 21, 2018 ASSOCIATES Provided by: Wrathell, Hunt and Associates, LLC 2300 Glades Road, Suite 410W Boca Raton, FL 33431 Phone: 561-571-0010 Fax: 561-571-0013 Website: www.whhassociates.com WBCDD Master Methodology Report – v3.1 Table of Contents 1.0 Introduction 1.1 Purpose ...... 1 1.2 Scope of the Report ...... 1 1.3 Special Benefits and General Benefits ...... 1 1.4 Organization of the Report ...... 2 2.0 Development Program 2.1 Overview ...... 2 2.2 The Development Program ...... 2 3.0 The Capital Improvement Program 3.1 Overview ...... 2 3.2 Capital Improvement Program ...... 3 4.0 Financing Program 4.1 Overview ...... 3 4.2 Types of Bonds Proposed ...... 3 5.0 Assessment Methodology 5.1 Overview ...... 4 5.2 Benefit Allocation ...... 4 5.3 Assigning Bond Assessment ...... 6 5.4 Lienability Test: Special and Peculiar Benefit to the Property ...... 6 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay 7 5.6 True-Up Mechanism ...... 7 5.7 Preliminary Assessment Roll ...... 9 6.0 Additional Stipulations 6.1 Overview ...... 9 7.0 Appendix Table 1 ...... 10 Table 2 ...... 10 Table 3 ...... 11 Table 4 ...... 12 Table 5 ...... 12 1.0 Introduction 1.1 Purpose This Master Special Assessment Methodology Report (the “Report”) was developed to provide a master financing plan and a master special assessment methodology for the WildBlue Community Development District (the “District”), located in unincorporated Lee County, Florida, as related to funding the costs of public infrastructure improvements (the “Capital Improvement Program”) contemplated to be provided by the District. 1.2 Scope of the Report This Report presents the projections for financing the District’s Capital Improvement Program described as the “Project” in the Master Engineer’s Report of Barraco and Associates, Inc. dated December 20, 2018 (the “Engineer's Report”), as well as describes the method for the allocation of special benefits and the apportionment of special assessment debt resulting from the provision and funding of the Capital Improvement Program. 1.3 Special Benefits and General Benefits Improvements undertaken and funded by the District as part of the Capital Improvement Program create special and peculiar benefits, different in kind and degree than general benefits, for properties within its borders as well as general benefits to the public at large. However, as discussed within this Report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits which accrue to property within the District. The District’s Capital Improvement Program enables properties within its boundaries to be developed. There is no doubt that the general public and property owners of property outside the District will benefit from the provision of the Capital Improvement Program. However, these benefits are only incidental since the Capital Improvement Program is designed solely to provide special benefits peculiar to property within the District. Properties outside the District are not directly served by the Capital Improvement Program and do not depend upon the Capital Improvement Program to obtain or to maintain their development entitlements. This fact alone clearly distinguishes the special benefits which District properties receive compared to those lying outside of the District’s boundaries. The Capital Improvement Program will provide public infrastructure improvements which are all necessary in order to make the lands within the District developable and saleable. The installation of such improvements will cause the value of the developable and saleable lands within the District to increase by more than the sum of the financed cost of the individual components of the Capital Improvement Program. Even 1 though the exact value of the benefits provided by the Capital Improvement Program is hard to estimate at this point, it is nevertheless greater than the costs associated with providing the same. 1.4 Organization of the Report Section Two describes the development program as proposed by the Developer, as defined below. Section Three provides a summary of the Capital Improvement Program as determined by the District Engineer. Section Four discusses the master financing program for the District. Section Five introduces the master special assessment methodology for the District. 2.0 Development Program 2.1 Overview The District currently consists of an approximately 1,563.17-acre +/- portion of the approximately 2,960-acre +/- WildBlue development (the “Development” or “WildBlue”), a master planned development located in unincorporated Lee County, Florida. The District is in the process of finalizing a petition that will be filed with Lee County to expand its boundaries by approximately 798.72 +/- acres and simultaneously to contract its boundaries by approximately 9.81 +/- acres, resulting in the new anticipated size of District being approximately 2,352.08 +/- acres. The land within the District is generally located north of Corkscrew Road and south and west of the Alico Road. 2.2 The Development Program The development of WildBlue is anticipated to be conducted by Lennar Homes, LLC or its associates (the “Developer”). Based upon the information provided by the Developer, the current development plan for the District envisions 673 residential units, although land use types and unit numbers may change throughout the development period. Table 1 in the Appendix illustrates the development plan for the District. 3.0 The Capital Improvement Program 3.1 Overview The public infrastructure costs to be funded by the District are described by the District Engineer in the Engineer's Report. Only public infrastructure that may qualify for bond financing by the District under 2 Chapter 190, Florida Statutes, and under the Internal Revenue Code of 1986, as amended, was included in these estimates. 3.2 Capital Improvement Program The Capital Improvement Program needed to serve the District is projected to consist of drainage and surface water management, onsite roadways, onsite utilities, offsite utilities and roadway improvements, and environmental restoration and mitigation. The infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means all of the improvements will serve the entire District and improvements will be interrelated such that they will reinforce one another. At the time of this writing, the total costs of the Capital Improvement Program are estimated at $34,790,000. Table 2 in the Appendix illustrates the specific components of the Capital Improvement Program and their costs. 4.0 Financing Program 4.1 Overview As noted above, the District is embarking on a program of capital improvements which will facilitate the development of lands within the District. Generally, construction of public improvements is either funded by the Developer and then acquired by the District or funded directly by the District. The choice of the exact mechanism for providing public infrastructure has not yet been made at the time of this writing, and the District may either acquire the public infrastructure from the Developer or construct it, or even partly acquire it and partly construct it. Even though the actual financing plan may change to include multiple series of bonds, it is likely that in order to fully fund the costs of the Capital Improvement Program as described in Section 3.2 in one financing transaction, the District would have to issue approximately $46,760,000 in par amount of special assessment bonds (the "Bonds"). Please note that the purpose of this Report is to allocate the benefit of the Capital Improvement Program to the various land uses in the District and based on such benefit allocation to apportion the maximum debt necessary to fund the Capital Improvement Program. The discussion of the structure and size of the indebtedness is based on various estimates and is subject to change. 4.2 Types of Bonds Proposed The proposed master financing plan for the District provides for the issuance of the Bonds in the approximate principal amount of $46,760,000 to finance Capital Improvement Program costs estimated at $34,790,000 together with associated costs of bonding. The Bonds as 3 projected under this master financing plan would be structured to be amortized in 30 annual installments following a 24-month capitalized interest period. Interest payments on the Bonds would be made every May 1 and November 1, and principal payments on the Bonds would be made every November 1. In order to finance the improvement costs, the District would need to borrow funds and incur indebtedness in the total amount of $46,760,000. The amount in excess of $34,790,000 is comprised of debt service reserve, capitalized interest, and costs of issuance, including the underwriter's discount. Preliminary sources and uses of funding for the Bonds are presented in Table 3 in the Appendix. Please note that the structure of the Bonds as presented in this Report is preliminary and may change due to changes in the development program, market conditions, timing of infrastructure installation as well as for other reasons. The District maintains complete flexibility as to the structure of the Bonds and reserves the right to modify it as necessary. 5.0 Assessment Methodology 5.1 Overview The issuance of the Bonds provides the District with funds necessary to construct/acquire the infrastructure improvements which are part of the Capital Improvement Program outlined in Section 3.2 and described in more detail by the District Engineer in the Engineer's Report. These improvements lead to special and general benefits, with special benefits accruing to properties within the boundaries of the District and general benefits accruing to areas outside the District and being only incidental in nature. The debt incurred in financing the public infrastructure will be paid off by assessing properties that derive special and peculiar benefits from the Capital Improvement Program. All properties that receive special benefits from the Capital Improvement Program will be assessed for their fair share of the debt issued in order to finance the Capital Improvement Program. 5.2 Benefit Allocation The current development plan envisions the development of a total of 673 residential units of varying product types, although unit numbers and land use types may change throughout the development period. The public infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means that all of the improvements will serve the entire District and such public improvements will be interrelated such that they will reinforce each other and their combined benefit will be greater than the sum of their individual benefits. All of the land uses within the District will benefit from each 4 infrastructure improvement category, as the improvements provide basic infrastructure to all land within the District and benefit all land within the District as an integrated system of improvements. As stated previously, the public infrastructure improvements included in the Capital Improvement Program have a logical connection to the special and peculiar benefits received by the land within the District, as without such improvements, the development of the properties within the District would not be possible. Based upon the connection between the improvements and the special and peculiar benefits to the land within the District, the District can assign or allocate a portion of the District's debt through the imposition of non-ad valorem assessments, to the land receiving such special and peculiar benefits. Even though these special and peculiar benefits are real and ascertainable, the precise amount of the benefit cannot yet be calculated with mathematical certainty. However, such benefit is more valuable than the cost of, or the actual non-ad valorem assessment amount levied on that parcel. The benefit associated with the Capital Improvement Program of the District is proposed to be allocated to the 673 residential units of varying product types in proportion to the density of development and intensity of use of infrastructure as measured by a standard unit called an Equivalent Residential Unit ("ERU"). Table 4 in the Appendix illustrates the ERU weights that are proposed to be assigned to the land uses contemplated to be developed within the District based on the relative density of development and the intensity of use of infrastructure, the total ERU counts for each land use category, and the share of the benefit received by each land use. Please note that this Report proposes that the ERU weight of any residential unit is based on the width of that unit’s average front-side as compared to the width of the average front-side of a SF 52’ unit, whose ERU weight is set at 1.00 as a reference unit. The rationale behind different ERU weights is supported by the fact that generally and on average smaller units will use and benefit from the Capital Improvement Program less than larger units, as for instance, generally and on average smaller units produce less storm water runoff, may produce fewer vehicular trips, and may need less water/sewer capacity than larger units. Additionally, the value of larger units is likely to appreciate by more in terms of dollars than that of the smaller units as a result of the implementation of the Capital Improvement Program. As the exact amount of the benefit and appreciation is not possible to be calculated at this time, the use of ERU measures serves as a reasonable approximation of the relative amount of benefit received from the Capital Improvement Program. Table 5 in the Appendix presents the apportionment of the assessment associated with the Bonds (the “Bond Assessment”) in accordance with the ERU benefit allocation method presented in Table 4. Table 5 also presents the annual levels of the projected annual debt service assessments per unit. 5 Should the number of and sizes/types of properties change in the future, the District will apply the methodology described in this Section to calculate the resulting number of ERUs after the changes and evaluate the impact of such changes as described in Section 5.6. 5.3 Assigning Bond Assessment As the land in the District is not yet platted for its intended final use and the precise location of the different products by lot or parcel is unknown, the Bond Assessment will initially be levied on all of the land located within the current boundaries of the District less the area that is proposed to be excluded from its boundaries, a total area of approximately 1,553.36 +/- gross acres, on an equal pro-rata gross acre basis and thus the total bonded debt in the amount of $46,760,000 will be preliminarily levied on approximately 1,553.36 +/- gross acres (the current size of the land in the District less the area that is proposed to be excluded from its boundaries as mentioned in Section 2.1) at a rate of $30,102.49 per gross acre. When the land is platted, Bond Assessment will be allocated to each platted residential parcel on a first platted-first assigned basis as reflected in Table 5 in the Appendix. Such allocation of Bond Assessment from unplatted gross acres will reduce the amount of Bond Assessment levied on unplatted gross acres within the District. Further, to the extent that any parcel of land which has not been platted is sold to another developer or builder, the Bond Assessment will be assigned to such parcel at the time of the sale based upon the development rights associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. 5.4 Lienability Test: Special and Peculiar Benefit to the Property As first discussed in Section 1.3, Special Benefits and General Benefits, improvements undertaken by the District create special and peculiar benefits to certain properties within the District. The District's improvements benefit assessable properties within the District and accrue to all such assessable properties on an ERU basis. Improvements undertaken by the District can be shown to be creating special and peculiar benefits to the property within the District. The special and peculiar benefits resulting from each improvement are: a. added use of the property; b. added enjoyment of the property; c. decreased insurance premiums; and d. increased marketability and value of the property. The improvements which are part of the Capital Improvement Program make the land in the District developable and saleable and when implemented jointly as parts of the Capital Improvement Program, provide 6 special and peculiar benefits which are greater than the benefits of any single category of improvements. These special and peculiar benefits are real and ascertainable, but not yet capable of being calculated and assessed in terms of numerical value; however, such benefits are more valuable than either the cost of, or the actual assessment levied for, the improvement or debt allocated to the parcel of land. 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay A reasonable estimate of the proportion of special and peculiar benefits received from the improvements is delineated in Table 4 (expressed as ERU factors) in the Appendix. The apportionment of the assessments is fair and reasonable because it was conducted on the basis of consistent application of the methodology described in Section 5.2 across all assessable property within the District according to reasonable estimates of the special and peculiar benefits derived from the Capital Improvement Program by different land uses. Accordingly, no acre or parcel of property within the District will be liened for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property. 5.6 True-Up Mechanism The Assessment Methodology described herein is based on conceptual information obtained from the Developer prior to construction. As development occurs it is possible that the number of ERUs may change. The mechanism for maintaining the methodology over the changes is referred to as true-up. This mechanism is to be utilized to ensure that the Bond Assessment on a per ERU basis never exceeds the initially allocated assessment as contemplated in the adopted assessment methodology. Bond Assessment per ERU preliminarily equals $48,784.05 ($46,760,000.00 in Bond Assessment divided by 958.51 ERUs) and may change based on the final bond sizing. If such changes occur, the Methodology is applied to the land based on the number of and type of units of particular land uses within each and every parcel as signified by the number of ERUs. As the land in the District is platted, the Bond Assessment is assigned to platted parcels based on the figures in Table 5 in the Appendix. If as a result of platting, the Bond Assessment per ERU for land that remains unplatted remains equal to $48,784.05, then no true-up adjustment will be necessary. If as a result of platting and apportionment of the Bond Assessment to the platted parcels, the Bond Assessment per ERU for land that remains unplatted equals less than $48,784.05 (either as a result of a larger number of units, different units or both), then the per ERU Bond 7 Assessment for all parcels within the District will be lowered if that state persists at the conclusion of platting of all land within the District. If, in contrast, as a result of platting and apportionment of the Bond Assessment to the platted parcels, the Bond Assessment per ERU for land that remains unplatted1 equals more than $48,784.05 (either as a result of a smaller number of units, different units or both), taking into account any future development plans for the unplatted lands – in the District’s sole discretion and to the extent such future development plans are feasible, consistent with existing entitlements and governmental requirements, and reasonably expected to be implemented, then the difference in Bond Assessment plus accrued interest will be collected from the owner of the property which platting caused the increase of assessment per ERU to occur, in accordance with the assessment resolution and/or a true-up agreement to be entered into between the District and the Developer, which will be binding on assignees. The owner(s) of the property will be required to immediately remit to the Trustee for redemption a true-up payment equal to the difference between the actual Bond Assessment per ERU and $48,784.05, multiplied by the actual number of ERUs plus accrued interest to the next succeeding interest payment date on the Bonds, unless such interest payment date occurs within 45 days of such true-up payment, in which case the accrued interest shall be paid to the following interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of Bonds secured by the Bond Assessment). In addition to platting of property within the District, any planned sale of an unplatted parcel to another builder or developer will cause the District to initiate a true-up test as described above to test whether the amount of the Bond Assessment per ERU for land that remains unplatted within the District remains equal to $48,784.05. The test will be based upon the development rights as signified by the number of ERUs associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. Note that, in the event that the Capital Improvement Program is not completed, certain contributions are not made, multiple bond issuances are contemplated and not all are issued, or under certain other circumstances, the District may be required to reallocate the Bond Assessment. 1 For example, if the first platting includes 50 SF 52’ lots (which equates to 50 ERUs), then the remaining unplatted land within the District would be required to absorb 908.51 ERUs, or approximately $44,320,797.49 in debt. If the remaining unplatted land would only be able to absorb 890 ERUs, or approximately $44,247,133.57 in debt, then a true-up, payable by the owner of the land subject to the initial plat, would be due in the amount of approximately $73,663.92, calculated as 1.51 ERUs times $48,784.05. 8 5.7 Preliminary Assessment Roll Based on the per gross acre assessment proposed in Section 5.2, the Bond Assessment of $46,760,000 is proposed to be levied over the area described in Exhibit “A”. Excluding any capitalized interest period, debt service assessment shall be paid in thirty (30) annual installments. 6.0 Additional Stipulations 6.1 Overview Wrathell, Hunt and Associates, LLC was retained by the District to prepare a methodology to fairly allocate the special assessments related to the District’s Capital Improvement Program. Certain financing, development and engineering data was provided by members of District Staff and/or the Developer. The allocation Methodology described herein was based on information provided by those professionals. Wrathell, Hunt and Associates, LLC makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this report. For additional information on the Bond structure and related items, please refer to the Offering Statement associated with this transaction. Wrathell, Hunt and Associates, LLC does not represent the District as a Municipal Advisor or Securities Broker nor is Wrathell, Hunt and Associates, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Wrathell, Hunt and Associates, LLC does not provide the District with financial advisory services or offer investment advice in any form. 7.0 Appendix 9 Table 1 WildBlue Community Development District Development Plan Product Type Number of Units SF 52' 100 SF 66' 95 SF 72' 61 SF 75' 263 SF 85' 108 SF 102' 34 SF 140' 12 Total Residential 673 Table 2 WildBlue Community Development District Capital Improvement Program Improvement Cost Drainage and Surface Water Management $6,950,000.00 Onsite Roadways $1,730,000.00 Onsite Utilities $12,800,000.00 Offsite Utilities and Roadway Improvements $2,650,000.00 Environmental Restoration and Mitigation $7,080,000.00 Professional Fees $3,580,000.00 Total $34,790,000.00 10 Table 3 WildBlue Community Development District Preliminary Sources and Uses of Funds Sources Bond Proceeds: Par Amount $46,760,000.00 Total Sources $46,760,000.00 Uses Project Fund Deposits: Project Fund $34,790,000.00 Other Fund Deposits: Debt Service Reserve Fund $3,768,220.23 Capitalized Interest Fund $6,546,400.00 Delivery Date Expenses: Costs of Issuance $1,652,800.00 Rounding $2,579.77 Total Uses $46,760,000.00 11 Table 4 WildBlue Community Development District Benefit Allocation ERU Weight per Percent Share of Product Type Number of Units Unit Total ERU Total SF 52' 100 1.00 100.00 10.43% SF 66' 95 1.27 120.65 12.59% SF 72' 61 1.38 84.18 8.78% SF 75' 263 1.44 378.72 39.51% SF 85' 108 1.63 176.04 18.37% SF 102' 34 1.96 66.64 6.95% SF 140' 12 2.69 32.28 3.37% Total Residential 673 958.51 100.00% Table 5 WildBlue Community Development District Bond Assessment Apportionment Bond Annual Bond Total Bond Assessment Assessment Assessment Apportionment Debt Service per Product Type Number of Units Apportionment per Unit Unit* SF 52' 100 $4,878,405.02 $48,784.05 $4,097.64 SF 66' 95 $5,885,795.66 $61,955.74 $5,203.32 SF 72' 61 $4,106,641.35 $67,321.99 $5,653.79 SF 75' 263 $18,475,495.51 $70,249.03 $5,899.50 SF 85' 108 $8,587,944.21 $79,518.00 $6,677.57 SF 102' 34 $3,250,969.11 $95,616.74 $8,028.97 SF 140' 12 $1,574,749.14 $131,229.10 $11,018.42 Total Residential 673 $46,760,000.00 * Included costs of collection and assumes payment in March 12 Exhibit “A” www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION Parcel in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida A tract or parcel of land lying in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Beginning at the East Quarter corner of said Section 8 run S01 °05'07''E along the East line of the Southeast Quarter (SE 1/4) of said Section 8 for 1,329,41 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area I, as described in a deed recorded in Instrument No. 2017000016507, Lee County Records; thence run along the Northerly and Westerly line of said Conservation Easement, Mitigation Area I, the following Thirty-nine (39) courses: N89°59'10"W for 195.70 feet; S69°37'31"E for 49.62 feet; S53°38'09"E for 22.96 feet; S48°29'06"E for 13.24 feet; S48°08'34"E for 24.32 feet; S34°26'57''E for 33.44 feet; S17°41'48"E for 41.05 feet; S13°06'47"E for 78.87 feet; So7°40'58"E for 36.50 feet; So1°24'58"W for 131.72 feet; So4°00'44"W for 273.74 feet; S20°33'55"W for 25.70 feet; S18°26'36"W for 28.54 feet; So7° 41'59"W for 28.08 feet; So3°16'19"E for 26.36 feet; So9°14'04"E for 60.95 feet; So1 °04'53"E for 39.86 feet; S10°05'08"W for 68.74 feet; S29°31'25"W for 45.80 feet; S52°26'42"W for 37.01 feet; S75° 43'32"W for 85.39 feet; S78°28'46"W for 265.05 feet; S72°50'46"W for 53.54 feet; S52°30'34"W for 40.77 feet; S36°53'oo"W for 45.13 feet; S14°52'58"W for 49.80 feet; So8°15'23"W for 178.87 feet; So5°03'55"W for 281.19 feet; So9°22'36"W for 153.74 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 455.02 feet (delta 33°42'17'') (chord bearing S22°57'46"E) (chord 263.83 feet) for 267.67 feet to a point of tangency; So6°06'37"E for 149.55 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 720.04 feet (delta 13°54'51") (chord bearing S13°04'03"E) (chord 174.43 feet) for 174.86 feet to a point of tangency; S20°01'29"E for 389.67 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 455.02 feet (delta 17°17'31") (chord bearing S11°22'43"E) (chord 136.81 feet) for 137.33 feet; So2°45'17''E along a non-tangent line for 132.64 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 345.02 feet (delta 21°30'26") (chord bearing S13°30'3o"E) (chord 128.75 feet) for 129.51 feet to a point of reverse curvature; Southerly along an arc of a curve to the right of radius 85.00 feet (delta 29°24'23") (chord bearing So9°33'31"E) (chord 43.15 feet) for 43.63 feet; So3°42'13"E along a non-tangent line for 182.20 feet and S11°59'27"W for 523.10 feet; thence run N88°oo'oo"W for 104.87 feet; thence run No1°17'04"E for 327.99 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 28°25'07'') (chord bearing N12°55'29"W) (chord 61.37 feet) for 62.00 feet to a point of tangency; thence run N27°08'03"W for 227.36 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 175.00 feet (delta 31°05'54") (chord bearing N11°35'06"W) (chord 93.82 feet) for 94.98 feet to a point of tangency; thence run No3°57'51"E for 117,42 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 23°50'58") (chord bearing No7°57'39"W) (chord 51.66 feet) for 52.03 feet to a point of tangency; thence run N19°53'08"W for 455.82 feet to a point of curvature; thence run Northerly 1 11 along an arc of a curve to the right of radius 675.00 feet (delta 09° 49 13 ) (chord bearing N14°58'31"W) (chord 115.55 feet) for 115.69 feet to a point of tangency; thence run N10°03'55"W for 444.30 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 76°13'50") (chord bearing N48°10'5o"W) (chord 92.59 feet) for 99.79 feet to a point of tangency; thence run N86°17'44"W for 107.75 feet to a point of curvature; Post Office Drawer 2800 • Fort Myers, FL 33902 Phone (239) 461-3170 • Fax (239) 461-3169 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 74°32'44") (chord bearing N49°01'22"W) (chord 30.28 feet) for 32.53 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet ( delta 74°04'54") (chord bearing N48°47'27"W) (chord 90.36 feet) for 96.97 feet to a point of tangency; thence run N85°49'54"W for 703.33 feet; thence run S87°15'28"W for 133.97 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 110°21'05") (chord bearing N37°33'59"W) (chord 41.05 feet) for 48.15 feet to a point of tangency; thence run N17°36'33"E for 31.78 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 225.00 feet (delta 16°16'07'') (chord bearing No9°28'3o"E) (chord 63.67 feet) for 63.89 feet to a point of tangency; thence run No1°20'26"E for 281.53 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 87°55'32") (chord bearing N42°37'2o"W) (chord 104.13 feet) for 115.09 feet to a point of tangency; thence run N86°35'06"W for 782.57 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 85°47'00") (chord bearing N43°41'36"W) (chord 34.03 feet) for 37-43 feet to a point of tangency; thence run Noo0 48'06"W for 462.06 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 25.00 feet (delta 91°17'38") (chord bearing N44°50'43"E) (chord 35.75 feet) for 39.83 feet to a point of tangency; thence run S89°30'28"E for 143.88 feet; thence run N88°41'11"E for 66.04 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left ofradius 55.00 feet (delta 84°54'26") (chord bearing N46°13'58"E) (chord 74.25 feet) for 81.51 feet to a point of tangency; thence run No3° 46'44"E for 115.28 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 06°22'00") (chord bearing Noo0 35'45"E) (chord 113.84 feet) for 113.90 feet to a point of tangency; thence run No2°35'15"W for 145.50 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 35°11'54") (chord bearing N20°11'12"W) (chord 75.59 feet) for 76.79 feet to a point of tangency; thence run N37°47'09"W for 140.60 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 48°24'27") (chord bearing N61°59'23"W) (chord 61.50 feet) for 63.37 feet to a point of tangency; thence run N86°11'36"W for 343.76 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 40°44'26") (chord bearing N65°49'23"W) (chord 17,40 feet) for 17.78 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 39°03'54") (chord bearing N64°59'07''W) (chord 50.15 feet) for 51.14 feet to a point of tangency; thence run N84°31'04"W for 264.21 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 66°43'13") (chord bearing S62°07'19"W) (chord 82,48 feet) for 87.34 feet to a point of tangency; thence run S28° 45'43"W for 143.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 30°44'54") (chord bearing S44°08'10"W) (chord 92.79 feet) for 93.92 feet to a point of tangency; thence run S59°30'38"W for 133.65 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 125.00 feet (delta 40°20'35") (chord bearing S39°20'2o"W) (chord 86.21 feet) for 88.02 feet to a point of tangency; thence run S19°10'02"W for 2.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 75.00 feet (delta 110°16'00") (chord bearing S35°57'58"E) (chord 123.07 feet) for 144.34 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right of radius 15.00 feet (delta 86°56'34") (chord bearing S47°37'4o"E) (chord 20.64 feet) for 22.76 feet to a point of tangency; thence run So4°09'23"E for 65,44 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 55.00 feet (delta 81°50'30") (chord bearing S45°04'38"E) (chord 72.05 feet) for 78.56 feet to a point of reverse curvature; thence run Southeasterly along an arc of a Page2 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) curve to the right of radius 25.00 feet (delta 94°47'54") (chord bearing S38°35'56"E) (chord 36.80 feet) for 41.36 feet to a point of reverse curvature; thence run Southerly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°45'08") (chord bearing So6°25'26"W) (chord 167.91 feet) for 167.96 feet to a point of tangency; thence run So4°02'52"W for 83.35 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 80°29'14") (chord bearing S44°17'29"W) (chord 32.30 feet) for 35.12 feet to a point of tangency; thence run S84°32'06"W for 43.22 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 79°30'00") (chord bearing N55° 42'54"W) (chord 31.97 feet) for 34.69 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 105.00 feet (delta 75°14'50") (chord bearing N53°35'19"W) (chord 128.20 feet) for 137.90 feet to a point of tangency; thence run S88°47'16"W for 62.79 feet to a point of curvature; thence run Westerly along an arc of a curve to the right ofradius 9,975.00 feet (delta 04°35'00") (chord bearing N88°55'14"W) (chord 797.75 feet) for 797.96 feet to a point of tangency; thence run N86°37'44"W for 38.69 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 105.00 feet (delta 62°46'57'') (chord bearing S61°58'48"W) (chord 109.38 feet) for 115.06 feet t to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the right of radius 55.00 feet (delta 59°24'41") (chord bearing S60°17'4o"W) (chord 54.51 feet) for 57.03 feet to a point of tangency; thence run N90°oo'oo"W for 238.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 85.00 feet (delta 70°22'36") (chord bearing S54°48'42"W) (chord 97.97 feet) for 104-41 feet to a point of tangency; thence run S19°37'24"W for 311.22 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 14°30'43") (chord bearing S26°52'45"W) (chord 246.29 feet) for 246.95 feet to a point of tangency; thence run S34°08'07''W for 337.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 19°37'52") (chord bearing S43°57'03"W) (chord 332-43 feet) for 334.06 feet to a point of tangency; thence run S53°45'59"W for 1,244.08 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 525.00 feet (delta 38°16'07'') (chord bearing S34°37'56"W) (chord 344.17 feet) for 350.65 feet to a point of tangency; thence run S15°29'52"W for 405.98 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 83°55'54") (chord bearing S57°27'49"W) (chord 33.43 feet) for 36.62 feet to a point of tangency; thence run N80°34'14"W for 34.34 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 81°39'24") (chord bearing S58°36'04"W) (chord 71.92 feet) for 78.38 feet to a point of tangency; thence run S17° 46'23"W for 90.68 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 100.00 feet (delta 81°42116") (chord bearing S23°04'45"E) (chord 130.82 feet) for 142.60 feet to a point of tangency; thence run S63°55'53"E for 880.47 feet to a point of curvature; thence run Easterly along an arc of a curve to the left ofradius 100.00 feet (delta 19°42'04") (chord bearing S73°46'55"E) (chord 34.22 feet) for 34.38 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right ofradius 275.00 feet (delta 43°39'00") (chord bearing S61°48'27"E) (chord 204.47 feet) for 209.50 feet to a point of tangency; thence run S39°58'57''E for 16.19 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 75.00 feet (delta 31°02 123") (chord bearing S24°27'46"E) (chord 40.14 feet) for 40.63 feet to a point of compound curvature; thence run Southerly along an arc of a curve to the right of radius 175.00 feet (delta 37°44'43") (chord bearing So9°55'48"W) (chord 113.21 feet) for 115.29 feet to a point of tangency; thence run S28° 48'09"W for 43.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 225.00 feet (delta 26°23'45") (chord bearing S42°00'02"W) (chord 102.74 feet) for 103.66 feet to a point of tangency; thence run Page3 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) S55°11'54"W for 52.99 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 475.00 feet (delta 81°20'53") (chord bearing N84°07'39"W) (chord 619.17 feet) for 674.40 feet to a point of tangency; thence run N43°27'13"W for 184.25 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 325.00 feet (delta 26°39'57'') (chord bearing N56°47'11"W) (chord 149.90 feet) for 151.26 feet to a point of tangency; thence run N70°07'10"W for 82.71 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 89°25'20") (chord bearing S65°10'10"W) (chord 77.39 feet) for 85.84 feet to a point of tangency; thence run S20°27'3o"W for 149.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 78°58 138") (chord bearing S59°56'49"W) (chord 44.51 feet) for 48.24 feet to a point of tangency; thence run N80°33'52"W for 76.95 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 73°28'14") (chord bearing S62°42'01"W) (chord 65.79 feet) for 70.53 feet to a point of tangency; thence run S25°57'54"W for 719.51 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 35.00 feet (delta 89°05154") (chord bearing S70°30'51"W) (chord 49.11 feet) for 54.43 feet to a point of reverse curvature; thence run Westerly along an arc of a curve to the left of radius 45.00 feet (delta 77°53'32") (chord bearing S76°07'02"W) (chord 56.57 feet) for 61.18 feet to a point of tangency; thence run S37°10'16"W for 317.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 55°50'05") (chord bearing S65°05'19"W) (chord 32.77 feet) for 34.11 feet to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 51°38'09") (chord bearing S67°11'17''W) (chord 65.33 feet) for 67.59 feet to a point of tangency; thence run S41°22'13"W for 463.38 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 38°33'50") (chord bearing S22°05'17''W) (chord 82.55 feet) for 84.13 feet to a point of tangency; thence run So2° 48'22"W for 115.05 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 40.00 feet (delta 89°43'03") (chord bearing S42°03'09"E) (chord 56.43 feet) for 62.63 feet to a point of tangency; thence run S86°54'41"E for 300.04 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 115.00 feet (delta 47°56'53") (chord bearing N69°06'53"E) (chord 93.45 feet) for 96.24 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 50.00 feet (delta 53°36'02") (chord bearing N71°56'27"E) (chord 45.09 feet) for 46.78 feet to a point of tangency; thence run S81°15'32"E for 538.83 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°08'08") (chord bearing S83°19'36"E) (chord 146.14 feet) for 146.17 feet to a point of tangency; thence run S85°23'41"E for 296.12 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 175.00 feet (delta 17°19'21") (chord bearing N85°56'39"E) (chord 52.71 feet) for 52.91 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 225.00 feet (delta 19°32'48") (chord bearing N87°03'23"E) (chord 76.39 feet) for 76.76 feet to a point of tangency; thence run S83°10'13"E for 512.33 feet to a point of curvature; thence run 1 11 Easterly along an arc of a curve to the right of radius 1,475.00 feet (delta 05° 45 32 ) (chord bearing S80°17'28"E) (chord 148.19 feet) for 148.25 feet to a point of tangency; thence run S77°24'42"E for 220.11 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 125.00 feet (delta 23°59'07'') (chord bearing S89°24'15"E) (chord 51.95 feet) for 52.33 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 125.00 feet (delta 24°18'51") (chord bearing S89°14'23"E) (chord 52.65 feet) for 53.04 feet to a point of tangency; thence run S77°04'58"E for 182.20 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 375.00 feet (delta 21°55'47") (chord bearing S88°02'52"E) (chord 142.66 feet) for 143.53 feet to a point of reverse curvature; Page4 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Easterly along an arc of a curve to the right of radius 325.00 feet (delta 15°53'40") (chord bearing N88°56'05"E) (chord 89.87 feet) for 90.16 feet to a point of tangency; thence run S83°07'05"E for 525.38 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 67.00 feet (delta 128°31'46") (chord bearing N32°37'02"E) (chord 120.71 feet) for 150.30 feet to a point of tangency; thence run N31°38'51"W for 54.90 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 975.00 feet (delta 15°05'48") (chord bearing N24°05'57''W) (chord 256.16 feet) for 256.90 feet to a point of tangency; thence run N16°33'03"W for 273.87 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 53°50'18") (chord bearing N10°22'06"E) (chord 67.91 feet) for 70.47 feet to a point of tangency; thence run N37°17'15"E for 385.52 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 26°05'30") (chord bearing N50°2o'oo"E) (chord 33.86 feet) for 34.15 feet to a point of tangency; thence run N63°22'45"E for 95.98 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 95.00 feet (delta 59°20'24") (chord bearing N33°42'32"E) (chord 94.05 feet) for 98.39 feet to a point of tangency; thence run No4°02'2o"E for 17.62 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 825.00 feet (delta 09°37'11") (chord bearing Noo0 46'15"W) (chord 138.35 feet) for 138.51 feet to a point of tangency; thence run No5°34'51"W for 96.94 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°31'33") (chord bearing No9°50'37''W) (chord 152.38 feet) for 152.52 feet to a point of tangency; thence run N14°06'23"W for 137,47 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 29°57'54") (chord bearing Noo0 52'34"E) (chord 38.78 feet) for 39.22 feet to a point of tangency; thence run N15°51'31"E for 540.62 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 80°17'48") (chord bearing N56°00'24"E) (chord 96.72 feet) for 105.11 feet to a point of tangency; thence run S83°50'42"E for 516.23 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 775.00 feet (delta 23°20'01") (chord bearing S72°10'41"E) (chord 313,44 feet) for 315.62 feet to a point of tangency; thence run S60°30'41"E for 250.77 feet to a point of curvature; thence run 1 11 Southeasterly along an arc of a curve to the right of radius 175.00 feet (delta 54° 45 50 ) (chord bearing S33°07'46"E) (chord 160.97 feet) for 167.27 feet to a point of tangency; thence run So5°44'51"E for 315.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 125.00 feet (delta 31°40'54") (chord bearing S10°05'36"W) (chord 68.24 feet) for 69.12 feet to a point of tangency; thence run S25°56'03"W for 194.92 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°19'04") (chord bearing S21°46'31"W) (chord 148.67 feet) for 148.80 feet to a point of tangency; thence run S17°36'59"W for 19.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 75.00 feet (delta 43°12'25") (chord bearing S39°13'12"W) (chord 55.23 feet) for 56.56 feet to a point of tangency; thence run S6o0 49'24"W for 511.56 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 55.00 feet (delta 100°29'06") (chord bearing S10°34'51"W) (chord 84.56 feet) for 96.46 feet to a point of tangency; thence run S39°39'41"E for 191.03 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 55.00 feet (delta 64°09'20") (chord bearing S71°44'21"E) (chord 58.42 feet) for 61.58 feet to a point of tangency; thence run N76°10'58"E for 103.98 feet; thence run S22°06'17''W for 384.89 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 25°20'50") (chord bearing S34°46'42"W) (chord 76.79 feet) for 77.42 feet to a point of tangency; thence run S47°27'07''W for 160.73 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 1,525.00 feet (delta 10°29'23") (chord Pages www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) bearing S42°12'25"W) (chord 278.81 feet) for 279.20 feet to a point of tangency; thence run S36°57'44"W for 225.13 feet; thence run S59°57'4o"E for 651.72 feet; thence run S62°28'13"E for 513.06 feet; thence run S84°09'06"E for 109.77 feet to the Westerly most corner of a Conservation Easement, Mitigation Area J-5, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run S72°20'38"W for 199.78 feet to the Northerly most corner of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run N59°00'09"W for 220.11 feet; thence run N60°18'15"W for 1,043.19 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 107°14'59") (chord bearing S66°04'15"W) (chord 88.57 feet) for 102.95 feet to a point of tangency; thence run S12°26'46"W for 331.68 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 45.00 feet (delta 59°51'09") (chord bearing S42°22'21"W) (chord 44.90 feet) for 47.01 to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 53°17'32") (chord bearing S45°39'09"W) (chord 49.33 feet) for 51.16 feet to a point of tangency; thence run S19°00'23"W for 41.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 605.00 feet (delta 05°26'26") (chord bearing S16°17'10"W) (chord 57.43 feet) for 57.45 feet; thence run N88°58'18"W along a non tangent line for 20.47 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 625.00 feet (delta 13°24'44") (chord bearing So6°27'09"W) (chord 145.97 feet) for 146.31 feet to a point of tangency; thence run Soo0 15'14"E for 248.25 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 32° 46'30") (chord bearing S16°38'28"E) (chord 70.53 feet) for 71.50 feet to a point of tangency; thence run S33°01'43"E for 116.53 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 75.00 feet (delta 37°11'42") (chord bearing S14°25'52"E) (chord 47.84 feet) for 48.69 feet to a point of tangency; thence run So4°09'59"W for 95.83 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 825.00 feet (delta 14°12'12") (chord bearing So2°56'07''E) (chord 203.99 feet) for 204.51 feet to a point of tangency; thence run S10°02'13"E for 639.07 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 1,475.00 feet (delta 09° 48'35") (chord bearing So5°07'55"E) (chord 252.23 feet) for 252.54 feet to a point of tangency; thence run Soo0 13'37"E for 330.01 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right ofradius 5.00 feet (delta 89°47'59") (chord bearing S44°40'22"W) (chord 7.06 feet) for 7.84 feet to a point of tangency; thence run S89°34'22"W for 177.62 feet to a point of curvature; thence run Westerly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°47'39") (chord bearing S86°10'32"W) (chord 180.73 feet) for 180.83 feet to a point of tangency; thence run S82° 46'43"W for 328.63 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 175.00 feet (delta 104°09'44") (chord bearing S30° 41'51"W) (chord 276.11 feet) for 318.15 feet to a point of tangency; thence run S21°23'01"E for 360.35 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°00'16") (chord bearing S24°23'09"E) (chord 159.74 feet) for 159.82 feet to a point of tangency; thence run S27°23'17''E for 421.97 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 105.00 feet (delta 65°32'07'') (chord bearing S60°09'21"E) (chord 113.66 feet) for 120.10 feet to a point of tangency; thence run N87°04'36"E for 460.68 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 1,525.00 feet (delta 05°19 150") (chord bearing N84°24'41"E) (chord 141.83 feet) for 141.88 feet to a point of tangency; thence run N81°44'46"E for 504.82 feet; thence run Soo0 oo'oo"W for 36.63 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run along the Northerly and Page6 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Westerly line of said Conservation Easement, Mitigation Area J-4, the following Fifty-one (51) course: S46°03'15"W for 16.27 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 80.90 feet (delta 52°50'29") (chord bearing So8°53'23"W) (chord 72.00 feet) for 74.61 feet; So2°55'07''E along a non-tangent line for 102-47 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 75.00 feet ( delta 77°33'35") (chord bearing So2°39'53"E) (chord 93.95 feet) for 101.53 feet; So3°08'31"E along a non-tangent line for 104.95 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 50.76 feet (delta 93°09'07'') (chord bearing S41°28'44"W) (chord 73.73 feet) for 82.52 feet; S85°47'25"W along a non-tangent line for 6.49 feet; S86°58'15"W for 43.64 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 85.21 feet (delta 39° 41'56") (chord bearing S14°36'12"E) (chord 57.87 feet) for 59.04 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 112.81 feet (delta 88°31'59") (chord bearing S49°03'14"W) (chord 157.48 feet) for 174.31 feet to a point of tangency; N86° 40'46"W for 37.88 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 384.67 feet (delta 04°25'40") (chord bearing N88°23'26"W) (chord 29.72 feet) for 29.73 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 467.46 feet (delta 14°35'09") (chord bearing S85°08'57''W) (chord 118.68 feet) for 119.00 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 527.77 feet (delta 07°26'29") (chord bearing S73°23'57''W) (chord 68.50 feet) for 68.55 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 1,303.55 feet (delta 05°34'29") (chord bearing S71°24'02"W) (chord 126.78 feet) for 126.83 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 157.51 feet (delta 19°00'00") (chord bearing S80°11'21"W) (chord 51.99 feet) for 52.23 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 8,453.34 feet (delta 00°37'21") (chord bearing S83°13'56"W) (chord 91.83 feet) for 91.83 feet to a point of reverse curvature; Westerly along an arc of a curve to the right of radius 1,196.95 feet (delta 11°08'03") (chord bearing S88°29'17''W) (chord 232.23 feet) for 232.60 feet to a point of compound curvature; Westerly along an arc of a curve to the right of radius 704.33 feet (delta 20°08'59") (chord bearing N75°52'12"W) (chord 246-43 feet) for 247.70 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 1,365.10 feet (delta 06°26'16") (chord bearing N62°34'34"W) (chord 153.31 feet) for 153.39 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 291.89 feet (delta 34°24'15") (chord bearing N42°09'19"W) (chord 172.65 feet) for 175.27 feet to a point on a non-tangent curve; Northerly along an arc of a curve to the right of radius 71.65 feet (delta 17° 49'54") (chord bearing N19° 41'07''W) (chord 22.21 feet) for 22.30 feet to a point on a non tangent curve; Northerly along an arc of a curve to the right of radius 59.61 feet (delta 76°31'16") (chord bearing N18°46'44"E) (chord 73.82 feet) for 79.61 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 905.05 feet (delta 15°01 145") (chord bearing N42°33'41"W) (chord 236.72 feet) for 237-40 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 77.61 feet (delta 37°04'17") (chord bearing S47°08'32"W) (chord 49.34 feet) for 50.21 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 135.38 feet (delta 25°04'58") (chord bearing N84°06'43"W) (chord 58.79 feet) for 59.27 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 467.73 feet (delta 14°07'02") (chord bearing N64°30'43"W) (chord 114.95 feet) for 115.25 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 194.05 feet (delta 17°03'31") (chord bearing N48°55'26"W) (chord 57.56 feet) for 57.78 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 16,554.26 feet (delta 00°13'19") (chord bearing N40°17'01"W) (chord 64.10 feet) for 64.10 feet to a point on a non-tangent curve; Page7 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Northwesterly along an arc of a curve to the left of radius 132.08 feet (delta 24°43'54") (chord bearing N52°32'19"W) (chord 56.57 feet) for 57.01 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 150.72 feet (delta 30°38'47") (chord bearing N49°34'52"W) (chord 79.66 feet) for 80.62 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 134,41 feet (delta 07°39'36") (chord bearing N31°18'22"W) (chord 17.96 feet) for 17.97 feet to a point of reverse curvature and Westerly along an arc of a curve to the left ofradius 50.00 feet (delta 114°09'39") (chord bearing N84°33'23"W) (chord 83.95 feet) for 99.63 feet to a point of compound curvature; Southwesterly along an arc of a curve to the left of radius 1,275.06 feet (delta 25°06'21") (chord bearing S25°48'37"W) (chord 554.25 feet) for 558.71 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the left of radius 582.03 feet (delta 36°50'51") (chord bearing So8°02'26"E) (chord 367.89 feet) for 374.31 feet; N67°07'2o"E along a non-tangent line for 63.59 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 166.29 feet (delta 41°54'05") (chord bearing N83°27'38"E) (chord 118.92 feet) for 121.61 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 169.46 feet (delta 31°20'40") (chord bearing S65°43'41"E) (chord 91.55 feet) for 92.70 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 589.08 feet (delta 11°13'22") (chord bearing S55°02'06"E) (chord 115.20 feet) for 115.39 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 1,146.62 feet (delta 07°21'35") (chord bearing S53°05'55"E) (chord 147.18 feet) for 147.29 feet; S58°47'21"E along a non-tangent line for 30.00 feet; S65°12'42"E for 36.23 feet; S69°23'56"E for 36.80 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 262.16 feet (delta 07°13'22") (chord bearing S67°11'09"E) (chord 33.03 feet) for 33.05 feet to a point of compound curvature; Southeasterly along an arc of a curve to the right of radius 1,872.88 feet (delta 04°37'23") (chord bearing S61°15'46"E) (chord 151.08 feet) for 151.12 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 124.47 feet (delta 08°59'25") (chord bearing S54°36'32"E) (chord 19.51 feet) for 19.53 feet to a point on a non tangent curve; Southeasterly along an arc of a curve to the right of radius 173.75 feet (delta 32°30'29") (chord bearing S43°13'27"E) (chord 97.26 feet) for 98.58 feet; S28°20'22"E along a non-tangent line for 129.11 feet to a point of curvature; Southeasterly along an arc of a curve to the left of radius 238.65 feet (delta 69°24'28") (chord bearing S63°02'36"E) (chord 271.74 feet) for 289.09 feet to a point of reverse curvature; Southeasterly along an arc of a curve to the right of radius 108.13 feet (delta 71°09'33") (chord bearing S62°10'04"E) (chord 125.83 feet) for 134.30 feet and S29°26'44"E along a non-tangent line for 143.97 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line of said Corkscrew Road for 815.21 feet to an intersection with the South line of the Southeast Quarter (SE 1/4) of said Section 19; thence run S89°22'06"W along said South line for 1,649.44 feet; thence run No4°16'08"E for 2,407.17 feet to an intersection with the Southeasterly line of a Conservation Easement, Mitigation Area Et, as described in a deed recorded in Instrument No. 2017000016504, Lee County Records; thence run S73°15'13"W along said Southeasterly line for 2,634.49 feet to an intersection with the East line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 730, at Page 622, Lee County Records; thence run along the East line of said right of way the following three (3) courses: Noo 0 48'32"W for 978.84 feet; N 00° 49'48"W for 2,639.95 feet and Noo0 51'06"W for 887.98 feet to an intersection with the North line of the South 890.43 feet of said Section 18; thence run S89°23'53"W along said North line for 235.00 feet to an intersection with the West line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 221, at Page 191, Lee County Records; Page8 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run along West line of said right of way agreement the following two (2) courses: Noo0 51'06"W for 1,919.98 feet and Noo0 50'43"W for 2,725.01 feet to an intersection with the Southerly line of lands as described in a deed recorded in Instrument No. 2016000186921, Lee County Records; thence run along the Southerly and Easterly line of said lands the following ten (10) courses: N89°09'13"E for 352.34 feet; S49°04'56"E for 32.52 feet; S56°00'04"E for 671.83 feet; S78°37'05"E for 581.11 feet; N43° 48'39"E for 800.04 feet; N22°12'13"E for 426.32 feet; N63°23'3o"E for 468-43 feet; N43° 48'39"E for 3,780.99 feet; No3° 42'39"W for 1,427.62 feet and No1°00'27"W for 223.26 feet to an intersection with the Southerly right of way line of Alico Road, (100 feet wide right of way), as described in a deed recorded in Official Records Book 399, at Page 334, Lee County Records; thence run N88°59'3o"E along said Southerly right of way line for 4,905.16 feet to an intersection with the East line of the Northeast Quarter (NE 1/4) of said Section 8; thence run So1°05'11"E along said East line for 2,311.30 feet to the POINT OF BEGINNING. Containing 1,563.17 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the East line of the Southeast Quarter (SE 1/4) of said Section 8 to bear Soi 0 05'07''E. LESS AND EXCEPT: A tract or parcel of land being a portion of Tract "F-2" of the record plat of "WILD BLUE PHASE 2", recorded in Instrument No. 2018000070231, of the Public Records of Lee County, Florida, lying in Section 19, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Commencing at the Southerly Most corner of said Tract "F-2" run N89°22'06"E along the South line of said Tract "F-2", also being the South line of the Southeast Quarter (SE 1/4) of said Section 19 for 928.83 feet and the POINT OF BEGINNING. From said Point of Beginning run Noo0 37'54"W for 423-47 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 50.00 feet (delta 90°00'00") (chord bearing N44°22'06"E) (chord 70.71 feet) for 78.54 feet to a point of tangency; thence run N89°22'06"E for 286.01 feet; thence run N35°20'54"E for 249.64 feet to a point on a non-tangent curve; thence run Southeasterly along an arc of a curve to the left of radius 1,045.00 feet (delta 00°32'07'') (chord bearing S58°06'32"E) (chord 9.76 feet) for 9.76 feet to a point of tangency; thence run S58°22'36"E for 63.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 355.00 feet (delta 22°27'53") (chord bearing S47°08'39"E) (chord 138.30 feet) for 139.19 feet to a point of compound curvature; thence run Southeasterly along an arc of a curve to the right of radius 655.00 feet (delta 07° 41'45") (chord bearing S32°03'51"E) (chord 87.91 feet) for 87.98 feet to a point of tangency; thence run S28°12'58"E for 102.80 feet; thence run N61°47'02"E for 21.00 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 21.00 feet (delta 90°00'00") (chord bearing S73°12'58"E) (chord 29.70 feet) for 32.99 feet to a point of tangency; thence run S28°12'58"E for 295.65 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 36.00 feet (delta 11°46'38") (chord bearing S22°19'39"E) (chord 7.39 feet) for 7-40 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line for 230.77 feet to an intersection with said Page9 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) South line of the Southeast Quarter (SE 1/4) of Section 19; thence run S89°22'06"W along said the South line for 720.61 feet to the POINT OF BEGINNING. Containing 9.81 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the South line of said Tract "F-2" to bear N89°22'06"E. Net area is 1,553.36 acres, more or less. ,JUP1~1 1£.rz/2c;;'ly Scott A. Wheeler (For The Firm) Professional Surveyor and Mapper Florida Certificate No. 5949 L:\23620\Docs\Descriptions - Original Boundary L&E Commercial.doc Page 10 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3C MASTER ENGINEER’S REPORT FOR WILDBLUE COMMUNITY DEVELOPMENT DISTRICT December 20, 2018 Prepared by BARRACO AND ASSOCIATES, INC. 2271 McGregor Boulevard, Suite 100 Fort Myers, Florida 33901 Carl A. Barraco, P.E. Florida Registration No. 38536 Florida Certificate of Authorization #7995 Barraco and Associates, Inc. 2271 McGregor Boulevard, Suite 100 Fort Myers, Florida 33901 COVER TABLE OF CONTENTS REPORT: PAGES 1-22 TABLE OF CONTENTS I. INTRODUCTION 1 1.1 PURPOSE AND SCOPE 1 1.2 DESCRIPTION OF WILDBLUE DEVELOPMENT 1 EXHIBIT 1A – LOCATION MAP (CURRENT BOUNDARY) 3 EXHIBIT 1B – LOCATION MAP (BOUNDARY AMENDMENT) 4 1.3 THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 5 TABLE 1 - PROJECTED LAND USE 5 TABLE 2 - OWNERSHIP, LOT ALLOCATION, ANTICIPATED PRODUCT MIX PHASING 6 EXHIBIT 2A – FUTURE LAND USE MAP (CURRENT BOUNDARY) 7 EXHIBIT 2B – FUTURE LAND USE MAP (BOUNDARY AMENDMENT) 8 1.4 REPORT ASSUMPTIONS 9 II. DEVELOPMENT BOUNDARY 10 2.1 PROPERTY DEVELOPMENT BOUNDARY 10 2.2 EXISTING INFRASTRUCTURE 10 III. PROPOSED PROJECT 11 3.1 PROPOSED DISTRICT INFRASTRUCTURE 11 3.2 DRAINAGE SURFACE WATER MANAGEMENT SYSTEM 11 3.3 ONSITE ROADWAYS 12 3.4 ONSITE UTILITIES 13 3.5 OFFSITE UTILITIES AND ROADWAY IMPROVEMENTS 13 3.6 ENVIRONMENTAL RESTORATION AND MITIGATION 14 3.7 PROFESSIONAL FEES 14 IV. OPINION OF PROBABLE CONSTRUCTION COSTS 15 4.1 SUMMARY OF COSTS 15 4.2 DISTRIBUTION OF COSTS 15 TABLE 3 – DISTRIBUTION OF COSTS 15 TABLE 4 – INFRASTRUCTURE OWNERSHIP, OPERATION, AND MAINTENANCE RESPONSIBILITIES 16 4.3 PERMITS 16 V. CONCLUSION 16 5.1 SUMMARY 16 APPENDIX 17 APPENDIX A.1 – ALICO EAST FUND OWNERSHIP EXHIBIT 18 APPENDIX A.2 – LENNAR HOMES OWNERSHIP EXHIBIT 19 APPENDIX A.3 – PULTE HOME COMPANY OWNERSHIP EXHIBIT 20 APPENDIX A.4 – STOCK DEVELOPMENT OWNERSHIP EXHIBIT 21 APPENDIX A.5 – PERMITTING MATRIX 22 I. INTRODUCTION 1.1 PURPOSE AND SCOPE This Engineer’s Report has been prepared to assist with the planning, financing, construction, equipping, installation, and acquisition of public infrastructure improvements (herein, the “Project”) to be undertaken to support portions of the development of the WildBlue Development (herein, the “Development”). The Development is conterminous with the geographical area of the WildBlue Community Development District (herein, the “District”); the District is located wholly within, but does not constitute the entire area of the Development. This report will present a description of major District infrastructure components of the Project, as well as estimates of cost for completing these improvements. The financing of a portion of the Project is expected to be in the form of one or more series of special assessment bonds to be issued by the District (herein, the “Bonds”). Any portion of the Project not constructed with Bond proceeds will be constructed and conveyed to the District by the landowners and developers or their successors. This report is based on the Draft Master Engineer’s Report (herein, the “Draft Report”) adopted by the District Board of Supervisors in its substantial form on January 25, 2018. 1.2 DESCRIPTION OF WILDBLUE DEVELOPMENT The WildBlue Mixed Use Planned Development (MPD) is a proposed development within unincorporated Lee County, Florida. A site location map depicting the current Development boundary and general location is provided as Exhibit 1A. At the time of establishment, the Development area was commensurate with the WildBlue MPD, as discussed below. An impending boundary amendment to the District will increase the area of the District and Development. One parcel will be contracted and three parcels will be added, one of which was not included in the original Development boundary as defined by the WildBlue MPD. The District is currently wholly within the Development and will remain wholly within the Development following the District boundary amendment; as such, the Development will be redefined to include the lands comprising the WildBlue MPD and the ±107 acre parcel excluded from the original Development boundary. Consequently, the Development area will increase from ±2,960 acres to ±3,068 acres and will include lands not subject to the WildBlue MPD. Lee County Concurrency Application CPA2014-00004 was filed to establish an environmental restoration overlay within a specific area of the Density Reduction/Groundwater Resource (DR/GR) Future Land Use Category. It proposed a maximum density of 1,100 dwelling units, including amenities, a private marina and recreational uses, as well as up to 40,000 square feet of commercial space. Lee County Zoning Application DCI2014-00009 was filed concurrently to rezone the property from Agricultural District (AG-2) and Private Recreation Facility Planned Development (PRFPD) to Mixed Use Planned Development (MPD). The zoning request proposed development of 1,000 dwelling units and 40,000 square feet of commercial space. CPA2014-00004 proposed to establish an overlay within the DR/GR to allow for increased residential densities up to a maximum of two dwelling units per acre. Density is proposed to vary based on the source of additional dwelling units. 1 of 22 The Lee County Board of County Commissioners (BoCC) reviewed the amendment and adopted it on August 5, 2015 under Lee County Ordinance 15-13. The Florida Department of Economic Opportunity also reviewed the amendment and deemed it sufficient on August 17, 2015; it became effective September 17, 2015. Zoned AG-2 and PRFPD, DCI2014-00009 sought to rezone the subject site to MPD to authorize development of a maximum 1,000 dwelling units, with maximum building heights of 35 feet, as well as amenities, buffers, preservation requirements and accessory uses as outlined in Zoning Resolution Z-15-021 and demonstrated on the Master Concept Plan. The Hearing Examiner recommended approval on September 18, 2015, subject to 30 conditions and one deviation. The BoCC considered and approved the rezoning request on October 21, 2015. Administrative Amendment ADD2018-00017 requesting an increase in density by 96 units was approved and adopted on February 19, 2018, thereby increasing the maximum density established by Z-15-021 to 1,096 dwelling units. Located on Corkscrew Road west of the Alico Road intersection, the MPD is the most compatible plan when considering public benefit and surrounding land uses. It provides a step-down transition in residential intensity from surrounding developments, which include CenterPlace and Miromar Lakes. Additionally, the Development is proposed to be clustered in an area previously disturbed by mining operations while preserving the on-site natural resources. By clustering the Development, greater expanses of land can be dedicated to preserve and enhance native ecosystems as well as improve compatibility with the conservation lands and the Stewart Cypress Slough. Surrounding zoning districts include residential, agricultural and industrial. The northern edge of the District is bordered by submerged Lee County lands, Cemex Construction Materials, and vacant land owned by Florida Gulf Coast University (FGCU), all of which is zoned Agricultural-2. Lands immediately east of the District boundary include individual residential, zoned AG-2, and vacant land zoned AG-2 and Industrial Planned Development (IPD). The southern edge of the District is bordered by the Bella Terra and Preserve at Corkscrew residential communities, both zoned CPD and RPD; the Grandezza residential community, zoned MPD; and undeveloped land zoned RPD. To the west the District is bordered by vacant land zoned AG-2; Miromar Lakes, zoned MPD and DRI; and CenterPlace, zoned MPD and CCPD. 2 of 22 EXHIBIT 1A – LOCATION MAP (CURRENT BOUNDARY) 3 of 22 EXHIBIT 1B – LOCATION MAP (BOUNDARY AMENDMENT) 4 of 22 1.3 THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT The District currently consists of ±1,563 acres, as depicted in Exhibit 1A. Two existing lakes, WildBlue Lake North and WildBlue Lake South, and a fallow field are anticipated to be added to the District, while a ±9.8 acre commercial parcel is anticipated to be removed from the District in a future boundary amendment. Originally excluded from the District and Development boundary, the ±107 acre field addition will increase the areas of both, the District and Development, as the District is wholly within the Development. It is important to note the fallow field was not included in the WildBlue MPD; it is zoned AG-2 and is not subject to the WildBlue MPD. The proposed boundary revisions result in a net increase in District area of ±788.91 acres, and an adjusted total area of ±2,352 acres. Table 1 provides an overview of the projected revised land use in comparison with the current land use included in the Draft Report, as well as that of the current Development. Exhibit 1B illustrates the revised boundary and indicates the proposed parcel additions and contraction. TABLE 1 - PROJECTED LAND USE Current Projected Current District Development Revised District Residential Dwelling Units 1,096 646 673 Commercial Space 40,000 sf 40,000 sf 0 sf Total Acreage ±2,960 ac ±1,563 ac ±2,352 ac LAND USE: Water Management Area 116 ac 3.9% 104 ac 6.7% 200 ac 8.5% Buildings 140 ac 4.7% 94 ac 6.0% 98 ac 4.2% Pavement 81 ac 2.7% 57 ac 3.6% 62 ac 2.6% Open Space (Pervious Area) 401 ac 13.6% 281 ac 18.0% 304 ac 12.9% Preserve 1,329 ac 44.9% 1,027 ac 65.7% 1,027 ac 43.7% Recreational Lakes 893 ac 30.2% 0 ac 0.0% 661 ac 28.1% TOTAL: 2,960 ac 100% 1,563 ac 100% 2,352 ac 100% The petition to establish this District was submitted to Lee County on July 18, 2017. On September 26, 2017, the Lee County Department of Community Development determined the application was sufficient and provided the Lee County Attorney’s Office with a staff report for review. The District was created by Ordinance No. 17- 17 and enacted by the Board of County Commissioners of Lee County, Florida on November 7, 2017, and became effective on November 8, 2017. The District has been established by and operates in accordance with the Establishing Ordinance, and pursuant to the provisions of Chapter 190, Florida Statutes for the purpose of planning, financing, constructing, operating and maintaining public infrastructure for the lands comprising the community development within the jurisdiction of the District. The District will also possess the authority to issue Bonds for the purpose of acquiring and constructing certain public infrastructure improvements and to levy taxes, assessments, rates and charges to pay for the construction, acquisition, operation and maintenance of the public improvements. Final judgement of the Bonds was validated on April 2, 2018 by the Circuit Court of the Twentieth Judicial Circuit of the State of Florida. 5 of 22 The District is bordered at the north by submerged Lee County lands, Cemex Construction Materials (AG-2) and FGCU-owned lands (AG-2); private residential (AG-2) properties and privately owned vacant lands (AG-2 and IPD) to the east; Bella Terra (CPD and RPD), The Preserve at Corkscrew (CPD and RPD), vacant residential land (RPD) and Grandezza (MPD) to the south; and privately owned vacant land (AG-2), Miromar Lakes (MPD and DRI) and CenterPlace (MPD and CCPD) to the west. Surrounding future land uses as identified by the 2016 Lee County Future Land Use Map, include Tradeport, DR/GR, Wetlands and Conservation Lands to the north; DR/GR, Wetlands and Conservation Lands to the south; and University Community, Wetlands and Conservation Lands to the west. The southern property line borders Suburban and Wetlands that fall within the Village of Estero. Future land uses within the District and surrounding areas are depicted in two Future Land Use Maps (FLUMs), comparing the current District boundary (Exhibit 2A) and the proposed amended District boundary (Exhibit 2B). At the time of the District establishment and adoption of the Draft Report, Alico East Fund, LLC was the sole landowner and developer of the land comprising the District. Portions of the land were subsequently sold to four additional (4) entities, including SDWB LLC and SD WildBlue LLC (both doing business as Stock Development), Lennar Homes LLC, and Pulte Home Company LLC. Each landowner is also the developer of their respective property, with the exception of the land owned by Stock Development, for which Lennar will act as developer. Appendix A1 through A4 depict property owned by each entity. Current ownership, lot allocation, and anticipated product mix and phasing within the District is summarized in Table 2. TABLE 2 - OWNERSHIP, LOT ALLOCATION, ANTICIPATED PRODUCT MIX PHASING Area Product Mix Lots Phases 75’ Lots 89 Alico East Fund ±95 ac 145 1 85’ Lots 56 75’ Lots 174 Lennar Homes ±1,956 ac 180 9 85’ Lots 6 52’ Lots 100 Pulte Home ±221 ac 66’ Lots 95 256 10 Company 72’ Lots 61 85’ Lots 46 Stock ±80 ac 102’ Lots 34 92 3 Development 140’ Lots 12 The District is currently governed by a five member Board of Supervisors, which currently includes David Caldwell, Christopher Hasty, Barry Ernst, Chris Johnson, and Russell Smith. Wrathell, Hunt and Associates, a firm specializing in special district management, will serve as the management company of the District on a contractual basis. They will oversee the operation and maintenance of the District, as supervised by the Board of Supervisors of the District. 6 of 22 EXHIBIT 2A – FUTURE LAND USE MAP (CURRENT BOUNDARY) 7 of 22 EXHIBIT 2B – FUTURE LAND USE MAP (BOUNDARY AMENDMENT) 8 of 22 1.4 REPORT ASSUMPTIONS In the preparation of this report, Barraco and Associates, Inc. relied upon information provided by the current landowner and the Developer. While Barraco and Associates, Inc. has not independently verified the information provided by outside sources, there is no apparent reason to believe the information provided by others is not valid for the purposes of this report. 9 of 22 II. DEVELOPMENT BOUNDARY 2.1 PROPERTY DEVELOPMENT BOUNDARY The Development is located within Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Ranges 26 East in Lee County, Florida. It is bordered at the north by submerged Lee County lands, Cemex Construction Materials and FGCU-owned lands; private residential properties and privately owned vacant lands to the east; Bella Terra, The Preserve at Corkscrew, vacant residential land and Grandezza to the south; and privately owned vacant land, Miromar Lakes and CenterPlace to the west. 2.2 EXISTING INFRASTRUCTURE Extension of existing infrastructure outside of the boundaries of the District will comprise a portion of the improvements to be constructed and/or acquired by the District and financed with proceeds from the Bonds. There is no existing pre- construction infrastructure known to exist within the District. 10 of 22 III. PROPOSED PROJECT 3.1 PROPOSED DISTRICT INFRASTRUCTURE The District’s Capital Improvement Project (herein, the “CIP”) for public infrastructure improvements (construction and/or acquisition) within the District and outside the District is expected to include, but is not limited to, the following: Drainage and Surface Water Management System Onsite Roadways (from existing public roads to guardhouses) Onsite Utilities Offsite Utilities and Roadway Improvements Environmental Restoration and Mitigation Professional Fees The CIP described in this report represents the present intentions of the Developers, current landowners, and the District, subject to applicable local general purpose government land use planning, zoning and other entitlements. The implementation of any improvements discussed in this plan requires the final approval by many regulatory and permitting agencies including local, state, and federal agencies. Subsequently, the actual improvements may vary from the CIP described in this report. The cost estimate contained in this report has been prepared based on the best available information, and is based on preliminary designs and current economic conditions. The actual cost may vary depending on the final engineering design, permitting, construction and approvals, as well as economic conditions at the time of construction. The following sections describe the elements which are part of the District's Capital Improvement Project. Construction began in the first quarter of 2018 and will be carried out in multiple phases. Project completion is anticipated in or about the fourth quarter of 2022. 3.2 DRAINAGE SURFACE WATER MANAGEMENT SYSTEM Surface water management lakes will be excavated within the District. Excavated material will be utilized for District-funded items. A total of ±181 acres of wet detention lakes is proposed. This fill will be placed, compacted, and spread over District-funded infrastructure improvements. Any balance of excavated material will be placed on the future development portion of the site, as this is considered to be the most cost-effective alternative for disposal of excavated material, given that Lee County Development Code prohibits removal of excavated material from the Project site without Lee County approval. If available, excess soil from District excavation may be utilized in construction of private infrastructure, including transportation, placing, grading and compacting; however, costs incurred will be the responsibility of the Developer and will not be funded by the District. Water management lakes will be excavated to size and depth requirements of the South Florida Water Management District (SFWMD). The water management system will consist of excavated stormwater lakes, culverts, inlets, and stormwater control structures. 11 of 22 SFWMD Dewatering Permit number 36-08429-W was approved on September 14, 2015, providing for the construction of water management lakes and the installation of underground utilities. Environmental Resource Permit (ERP) No. 36-05075-P was approved on November 10, 2004 and includes both the Development and the District. The surface water management system serving the District consists of eight (8) separate basins, each directing runoff to specified lakes for treatment and attenuation prior to discharge. Treated stormwater will subsequently be released through various control structures located in each wet detention lake, discharging into preserve area and the adjacent slough systems. Existing lakes, WildBlue Lake North and WildBlue Lake South, will serve dual purposes as recreation and water management lakes, accepting discharge exiting the Stewart Cypress Slough during a 100-year rain event. The benefit of these discharge points is two-fold: they provide a positive outfall for the wet detention lakes, as well as hydration to the preserve areas. The surface water management system has been designed in accordance with the SFWMD Applicant’s Handbook Volume II. These regulations set minimum criteria for water quality treatment and flood protection. The surface water management areas are designed to attenuate the 25-year, 3-day rainfall event. Roadways will be designed at or above the estimated 5-year, 1-day rainfall event stage. All homes and habitable structures will be designed at or above the estimated 100-year, 3-day rainfall event stage. A sediment and erosion control plan will be prepared and implemented for the entirety of the Project. Sediment and erosion control includes slope and outfall protection, such as hay bales, staked silt fences and floating turbidity barriers. A National Pollutant Discharge Elimination System (NPDES) permit must be obtained for construction activities, including a Stormwater Pollution Prevention Plan. 3.3 ONSITE ROADWAYS Public roadways within the District be limited to those from the Corkscrew Road and Alico Road to the guardhouses located at each access point. These portions of roadway within the District will be public; therefore owned, operated, and maintained by the District. They will be constructed within platted rights-of-way dedicated to the District for operation and maintenance. As required by state and federal law, roadways will be open to the public. All roadways beyond the proposed guardhouses will be private; therefore, will not be funded, operated, or maintained by the District. Construction of the roadways will consist of stabilized subgrade, limerock, asphalt (initial lift and final lift), signing and striping. Roadways are designed in accordance with Florida Department of Transportation (FDOT) and Lee County requirements, and will include security features, landscaping, hardscaping, irrigation, master electrical, street lighting, and sidewalks. 12 of 22 Landscaping and irrigation provided for the public roadways within the District, perimeter berms and entrance features will be owned and maintained by the District. Existing native vegetation will be preserved and incorporated into the landscape plan where possible, and will consist of sod, annual flowers, shrubs, groundcover, littoral plants and trees. A total of approximately ±4,860 linear feet of public roadway from Alico Road to the guardhouse, and Corkscrew Road to the guardhouse, will be constructed and funded by the District. Neither guardhouse will be funded by the District. 3.4 ONSITE UTILITIES The District-funded utilities within the Development will consist of water, wastewater, and irrigation systems. These systems will be designed and constructed in accordance with Lee County Utilities (LCU), Florida Department of Environmental Protection (FDEP), and Lee County Department of Health (LCDOH) standards. The turnover of completed water and sanitary sewer utilities by the District to LCU will take place upon completion of construction of these facilities. LCU will also act as the supplier of water to the water distribution systems, as well as the collector of the wastewater from the wastewater collection system. The potable water facilities will include transmission and distribution lines, along with the necessary valves, fire hydrants and water services to individual buildings and parcels. It is currently estimated approximately ±62,000 lineal feet of watermain will be constructed. Wastewater facilities will include individual sewer services, force mains, and six (6) sanitary lift stations. Four (4) lift stations will serve northern portions of the District and two (2) will serve a southern portion of the District. One (1) lift station in each general location will serve as the master lift station, to which the others will discharge sewage. Each master lift station will pump to offsite LCU infrastructure. The Project is anticipated to require approximately ±36,000 lineal feet of gravity and sanitary sewer, approximately ±20,000 lineal feet of force main and six lift stations. The irrigation facilities will include distribution lines, along with necessary appurtenances, and is estimated to require approximately ±47,000 lineal feet of irrigation main and two (2) pump stations. The utility improvements financed will be owned, operated, and maintained by the District, and will not include private service lines. 3.5 OFFSITE UTILITIES AND ROADWAY IMPROVEMENTS Offsite utility and roadway improvements are required by Lee County Comprehensive Plan Amendment CPA2014-00004, Zoning Resolution No. Z-15- 021 and/or local development approval for the Project. Installation of offsite utilities will include sanitary sewer transmission mains within the Lee County Alico Road and Corkscrew Road rights-of-way to serve the Development and improve the current LCU system. 13 of 22 Offsite roadway improvements include construction of auxiliary lanes to manage increased traffic flows and enhance safety. Auxiliary lanes serving the Development are proposed to be added at the entrances and exits on Corkscrew and Alico Roads. Included as part of the offsite roadway improvements, landscaping and irrigation adjacent to offsite roadways, but within the District boundary, will be owned and maintained by the District. Ownership and maintenance of all offsite improvements, with the exception of District-owned and maintained landscape and irrigation, will be conveyed to Lee County upon completion and certification, as applicable. 3.6 ENVIRONMENTAL RESTORATION AND MITIGATION Environmental consideration influenced the design of this Project to reduce or eliminate direct and secondary impacts, as well as preserve and restore the hydrologic ecological integrity to the greatest extent possible within the design parameters. Restoration and mitigation efforts will also satisfy SFWMD, U.S. Army Corps of Engineers (ACOE) and Lee County Zoning requirements and specifications. Proposed preservation and restoration activities are anticipated to provide a net benefit to water quality and as such, enhance aquatic vegetation and wildlife habitat. These restoration activities will also re-establish and revitalize wetland flowways. A wetland mitigation plan has also been devised to enhance wetland functions. Based on a Uniform Mitigation Assessment Methodology Analysis performed on the site, the functional loss associated with development impacts is significantly exceeded by the increased wetland functionality resulting from implementation of the proposed mitigation plan. 3.7 PROFESSIONAL FEES Professional fees include the estimated cost for design, construction management, and other professional services of all components of the District infrastructure and also includes other expenses, such as permit application fees. 14 of 22 IV. OPINION OF PROBABLE CONSTRUCTION COSTS 4.1 SUMMARY OF COSTS The estimates shown in Table 3 do not include the financing, operation, maintenance services or bond issuance costs necessary to finance and maintain the District CIP. All estimates are given in 2018 dollars and no inflation factor has been provided for the time value of money. These costs do not include any land values which may be associated with the possible acquisition of interests in certain lands relating to the CIP described in this Report. 4.2 DISTRIBUTION OF COSTS Section III of this report described the proposed public infrastructure comprising the CIP, of which a portion will be funded by Bonds. For the purpose of cost estimates presented in this section, the following seven categories have been established which contain groupings and associated costs of the various items described in Section 3.1: TABLE 3 – DISTRIBUTION OF COSTS Item Drainage and Surface Water Management System $6,950,000 Onsite Public Roadways $1,730,000 Onsite Utilities $12,800,000 Off-Site Utilities and Roadway Improvements $2,650,000 Environmental Restoration and Mitigation $7,080,000 Professional Fees $3,580,000 Totals $34,790,000 Drainage and Surface Water Management System includes preparing the District construction site via onsite clearing, grubbing, excavation and placement of excavated fill, curbing, storm sewer structures, and piping. Onsite Public Roadways include those from the existing public roadways to the guardhouses, and entail stabilized subgrade, limerock, asphalt, striping and signing. Onsite Utilities include both gravity and transmission sanitary sewer, potable watermain and irrigation systems. Off-Site Utilities and Roadway Improvements consist of the installation of sanitary sewer transmission mains within the Lee County rights-of-way on Corkscrew and Alico Roads, the construction of auxiliary lanes serving Corkscrew and Alico Roads, and installation of associated landscaping and irrigation. Environmental Restoration and Mitigation includes environmental preservation, restoration and mitigation, as well as mitigation and monitoring plans. Professional Fees include design, construction management, and other professional services of all components of the District infrastructure, as well as miscellaneous expenses. Table 4 summarizes various ownerships for the design components listed in this report. The “financing entity” is the entity responsible for funding and constructing each infrastructure component. Upon completion of construction and final certification, the infrastructure component will then be turned over to the “operation and maintenance entity.” 15 of 22 TABLE 4 – INFRASTRUCTURE OWNERSHIP, OPERATION, AND MAINTENANCE RESPONSIBILITIES Proposed Infrastructure Financing Operation & Ownership Improvements Entity Maintenance Entity Surface Water Management System WBCDD WBCDD WBCDD Offsite Roadway Improvements LCDOT WBCDD LCDOT Onsite Roadways (Public) WBCDD WBCDD WBCDD Potable Water Distribution System LCU WBCDD LCU Wastewater Collection System LCU WBCDD LCU Landscape and Irrigation WBCDD WBCDD WBCDD Environmental Restoration Mitigation WBCDD WBCDD WBCDD Improvements WBCDD = WildBlue Community Development District LCDOT = Lee County Department of Transportation LCU = Lee County Utilities 4.3 PERMITS Federal, state, and local permits and approvals are required prior to the construction of site infrastructure. Permits and permit modifications are considered part of the normal design and permitting process, and may be applied for at the time the improvement is undertaken. All permits known to be required for construction of the Project’s main infrastructure are either in effect or considered obtainable within the normal course of construction plan development and permit application/processing. Modification to existing permits may be required as detailed construction plans are developed. V. CONCLUSION 5.1 SUMMARY The WildBlue Development is proposed development consisting of 1,096 residential units with associated infrastructure within unincorporated Lee County, Florida. It is currently comprised of ±2,960 acres, but will increase to ±3,068 acres following a future boundary amendment. The WildBlue Community Development District, located entirely within the Development, is currently comprised of ±1,563 acres, proposed to include 673 residential units, and was established on November 7, 2017 with the purpose of planning, financing, constructing, operating and maintaining public infrastructure for the lands comprising the community development within the jurisdiction of the District. The future boundary amendment is anticipated to increase the area of the District to ±2,352 acres. The District possesses the authority to issue Bonds for the purpose of acquiring and constructing certain public infrastructure improvements. Such improvements include drainage and surface water management system, public onsite roadways, onsite utilities, offsite roadway and utility improvements, and environmental restoration and mitigation, as described throughout Section III of this report. The benefit of improvements provided by the Bonds for the District is anticipated to be greater than the cost of the Project. 16 of 22 APPENDIX 17 of 22 APPENDIX A.1 – ALICO EAST FUND OWNERSHIP EXHIBIT 18 of 22 APPENDIX A.2 – LENNAR HOMES OWNERSHIP EXHIBIT 19 of 22 APPENDIX A.3 – PULTE HOME COMPANY OWNERSHIP EXHIBIT 20 of 22 APPENDIX A.4 – STOCK DEVELOPMENT OWNERSHIP EXHIBIT 21 of 22 APPENDIX A.5 – PERMITTING MATRIX Issue Expiration Agency Type Permit No. Status Notes Date Date Overall SFWMD ERP 36-05075-P 08/03/15 08/31/26 Approved SFWMD WUP (Dewatering) 36-08429-W 09/14/15 09/14/25 Approved SFWMD WUP (Irrigation) 36-05078-W 01/12/05 01/04/23 Approved FDEP NPDES NOI FLR20BG64 12/29/17 03/23/22 Approved Limited Review Lee County LDO2016-00665 04/05/17 10/02/24 Approved Alico Road Off-Site Forcemain Development Order Lee County Development Order DOS2017-00003 03/10/17 11/17/35 Approved Earthwork/Mitigation Lee County Concurrency CNC2017-00003 03/10/17 09/02/21 Approved Lee County Plat PLT2017-00032 03/21/18 N/A Approved Inst. No 2018000070231 Lee County Resolution Z-15-021 10/21/15 N/A Approved Associated with DCI2014-00009 Lee County Ordinance 15-13 08/05/15 N/A Approved Associated with CPA2014-00004 Lee County Ordinance 17-17 11/08/17 N/A Approved Establishing Ordinance ACOE Dredge and Fill SAJ-2003-10995 01/28/16 01/28/21 Approved Alico East Fund SFWMD ERP 36-05075-P-04 11/20/18 08/31/26 Approved Lennar Homes/Stock Development Lee County Development Order DOS2017-00103 10/03/18 11/17/35 Approved Phase 1 Residential Lee County Concurrency CNC2017-00103 10/03/18 10/03/21 Approved Phase 1 Residential Lee County DOH Potable Water 0217283-224-DSGP 11/26/18 11/25/23 Approved Phase 1 Residential FDEP Wastewater 38436-426-DWC/CM 11/20/18 11/19/23 Approved Phase 1 Residential Pulte Homes SFWMD ERP 36-05075-P-03 10/26/18 08/31/26 Approved Lee County Development Order DOS2017-00102 01/17/18 11/17/35 Approved Earthwork Lee County Concurrency CNC2017-00102 01/17/18 01/17/21 Approved Earthwork Lee County Development Order DOS2018-00007 04/25/18 11/17/35 Approved Residential Lee County DOH Potable Water 0217283-220-DSGP 07/26/18 07/25/23 Approved Phase 1 Residential FDEP Wastewater 38436-418-DWC/CM 07/27/18 07/26/23 Approved Phase 1 Residential 22 of 22 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3D WildBlue COMMUNITY DEVELOPMENT DISTRICT Master Special Assessment Methodology Report December 21, 2018 ASSOCIATES Provided by: Wrathell, Hunt and Associates, LLC 2300 Glades Road, Suite 410W Boca Raton, FL 33431 Phone: 561-571-0010 Fax: 561-571-0013 Website: www.whhassociates.com WBCDD Master Methodology Report – v3.1 Table of Contents 1.0 Introduction 1.1 Purpose ...... 1 1.2 Scope of the Report ...... 1 1.3 Special Benefits and General Benefits ...... 1 1.4 Organization of the Report ...... 2 2.0 Development Program 2.1 Overview ...... 2 2.2 The Development Program ...... 2 3.0 The Capital Improvement Program 3.1 Overview ...... 2 3.2 Capital Improvement Program ...... 3 4.0 Financing Program 4.1 Overview ...... 3 4.2 Types of Bonds Proposed ...... 3 5.0 Assessment Methodology 5.1 Overview ...... 4 5.2 Benefit Allocation ...... 4 5.3 Assigning Bond Assessment ...... 6 5.4 Lienability Test: Special and Peculiar Benefit to the Property ...... 6 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay 7 5.6 True-Up Mechanism ...... 7 5.7 Preliminary Assessment Roll ...... 9 6.0 Additional Stipulations 6.1 Overview ...... 9 7.0 Appendix Table 1 ...... 10 Table 2 ...... 10 Table 3 ...... 11 Table 4 ...... 12 Table 5 ...... 12 1.0 Introduction 1.1 Purpose This Master Special Assessment Methodology Report (the “Report”) was developed to provide a master financing plan and a master special assessment methodology for the WildBlue Community Development District (the “District”), located in unincorporated Lee County, Florida, as related to funding the costs of public infrastructure improvements (the “Capital Improvement Program”) contemplated to be provided by the District. 1.2 Scope of the Report This Report presents the projections for financing the District’s Capital Improvement Program described as the “Project” in the Master Engineer’s Report of Barraco and Associates, Inc. dated December 20, 2018 (the “Engineer's Report”), as well as describes the method for the allocation of special benefits and the apportionment of special assessment debt resulting from the provision and funding of the Capital Improvement Program. 1.3 Special Benefits and General Benefits Improvements undertaken and funded by the District as part of the Capital Improvement Program create special and peculiar benefits, different in kind and degree than general benefits, for properties within its borders as well as general benefits to the public at large. However, as discussed within this Report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits which accrue to property within the District. The District’s Capital Improvement Program enables properties within its boundaries to be developed. There is no doubt that the general public and property owners of property outside the District will benefit from the provision of the Capital Improvement Program. However, these benefits are only incidental since the Capital Improvement Program is designed solely to provide special benefits peculiar to property within the District. Properties outside the District are not directly served by the Capital Improvement Program and do not depend upon the Capital Improvement Program to obtain or to maintain their development entitlements. This fact alone clearly distinguishes the special benefits which District properties receive compared to those lying outside of the District’s boundaries. The Capital Improvement Program will provide public infrastructure improvements which are all necessary in order to make the lands within the District developable and saleable. The installation of such improvements will cause the value of the developable and saleable lands within the District to increase by more than the sum of the financed cost of the individual components of the Capital Improvement Program. Even 1 though the exact value of the benefits provided by the Capital Improvement Program is hard to estimate at this point, it is nevertheless greater than the costs associated with providing the same. 1.4 Organization of the Report Section Two describes the development program as proposed by the Developer, as defined below. Section Three provides a summary of the Capital Improvement Program as determined by the District Engineer. Section Four discusses the master financing program for the District. Section Five introduces the master special assessment methodology for the District. 2.0 Development Program 2.1 Overview The District currently consists of an approximately 1,563.17-acre +/- portion of the approximately 2,960-acre +/- WildBlue development (the “Development” or “WildBlue”), a master planned development located in unincorporated Lee County, Florida. The District is in the process of finalizing a petition that will be filed with Lee County to expand its boundaries by approximately 798.72 +/- acres and simultaneously to contract its boundaries by approximately 9.81 +/- acres, resulting in the new anticipated size of District being approximately 2,352.08 +/- acres. The land within the District is generally located north of Corkscrew Road and south and west of the Alico Road. 2.2 The Development Program The development of WildBlue is anticipated to be conducted by Lennar Homes, LLC or its associates (the “Developer”). Based upon the information provided by the Developer, the current development plan for the District envisions 673 residential units, although land use types and unit numbers may change throughout the development period. Table 1 in the Appendix illustrates the development plan for the District. 3.0 The Capital Improvement Program 3.1 Overview The public infrastructure costs to be funded by the District are described by the District Engineer in the Engineer's Report. Only public infrastructure that may qualify for bond financing by the District under 2 Chapter 190, Florida Statutes, and under the Internal Revenue Code of 1986, as amended, was included in these estimates. 3.2 Capital Improvement Program The Capital Improvement Program needed to serve the District is projected to consist of drainage and surface water management, onsite roadways, onsite utilities, offsite utilities and roadway improvements, and environmental restoration and mitigation. The infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means all of the improvements will serve the entire District and improvements will be interrelated such that they will reinforce one another. At the time of this writing, the total costs of the Capital Improvement Program are estimated at $34,790,000. Table 2 in the Appendix illustrates the specific components of the Capital Improvement Program and their costs. 4.0 Financing Program 4.1 Overview As noted above, the District is embarking on a program of capital improvements which will facilitate the development of lands within the District. Generally, construction of public improvements is either funded by the Developer and then acquired by the District or funded directly by the District. The choice of the exact mechanism for providing public infrastructure has not yet been made at the time of this writing, and the District may either acquire the public infrastructure from the Developer or construct it, or even partly acquire it and partly construct it. Even though the actual financing plan may change to include multiple series of bonds, it is likely that in order to fully fund the costs of the Capital Improvement Program as described in Section 3.2 in one financing transaction, the District would have to issue approximately $46,760,000 in par amount of special assessment bonds (the "Bonds"). Please note that the purpose of this Report is to allocate the benefit of the Capital Improvement Program to the various land uses in the District and based on such benefit allocation to apportion the maximum debt necessary to fund the Capital Improvement Program. The discussion of the structure and size of the indebtedness is based on various estimates and is subject to change. 4.2 Types of Bonds Proposed The proposed master financing plan for the District provides for the issuance of the Bonds in the approximate principal amount of $46,760,000 to finance Capital Improvement Program costs estimated at $34,790,000 together with associated costs of bonding. The Bonds as 3 projected under this master financing plan would be structured to be amortized in 30 annual installments following a 24-month capitalized interest period. Interest payments on the Bonds would be made every May 1 and November 1, and principal payments on the Bonds would be made every November 1. In order to finance the improvement costs, the District would need to borrow funds and incur indebtedness in the total amount of $46,760,000. The amount in excess of $34,790,000 is comprised of debt service reserve, capitalized interest, and costs of issuance, including the underwriter's discount. Preliminary sources and uses of funding for the Bonds are presented in Table 3 in the Appendix. Please note that the structure of the Bonds as presented in this Report is preliminary and may change due to changes in the development program, market conditions, timing of infrastructure installation as well as for other reasons. The District maintains complete flexibility as to the structure of the Bonds and reserves the right to modify it as necessary. 5.0 Assessment Methodology 5.1 Overview The issuance of the Bonds provides the District with funds necessary to construct/acquire the infrastructure improvements which are part of the Capital Improvement Program outlined in Section 3.2 and described in more detail by the District Engineer in the Engineer's Report. These improvements lead to special and general benefits, with special benefits accruing to properties within the boundaries of the District and general benefits accruing to areas outside the District and being only incidental in nature. The debt incurred in financing the public infrastructure will be paid off by assessing properties that derive special and peculiar benefits from the Capital Improvement Program. All properties that receive special benefits from the Capital Improvement Program will be assessed for their fair share of the debt issued in order to finance the Capital Improvement Program. 5.2 Benefit Allocation The current development plan envisions the development of a total of 673 residential units of varying product types, although unit numbers and land use types may change throughout the development period. The public infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means that all of the improvements will serve the entire District and such public improvements will be interrelated such that they will reinforce each other and their combined benefit will be greater than the sum of their individual benefits. All of the land uses within the District will benefit from each 4 infrastructure improvement category, as the improvements provide basic infrastructure to all land within the District and benefit all land within the District as an integrated system of improvements. As stated previously, the public infrastructure improvements included in the Capital Improvement Program have a logical connection to the special and peculiar benefits received by the land within the District, as without such improvements, the development of the properties within the District would not be possible. Based upon the connection between the improvements and the special and peculiar benefits to the land within the District, the District can assign or allocate a portion of the District's debt through the imposition of non-ad valorem assessments, to the land receiving such special and peculiar benefits. Even though these special and peculiar benefits are real and ascertainable, the precise amount of the benefit cannot yet be calculated with mathematical certainty. However, such benefit is more valuable than the cost of, or the actual non-ad valorem assessment amount levied on that parcel. The benefit associated with the Capital Improvement Program of the District is proposed to be allocated to the 673 residential units of varying product types in proportion to the density of development and intensity of use of infrastructure as measured by a standard unit called an Equivalent Residential Unit ("ERU"). Table 4 in the Appendix illustrates the ERU weights that are proposed to be assigned to the land uses contemplated to be developed within the District based on the relative density of development and the intensity of use of infrastructure, the total ERU counts for each land use category, and the share of the benefit received by each land use. Please note that this Report proposes that the ERU weight of any residential unit is based on the width of that unit’s average front-side as compared to the width of the average front-side of a SF 52’ unit, whose ERU weight is set at 1.00 as a reference unit. The rationale behind different ERU weights is supported by the fact that generally and on average smaller units will use and benefit from the Capital Improvement Program less than larger units, as for instance, generally and on average smaller units produce less storm water runoff, may produce fewer vehicular trips, and may need less water/sewer capacity than larger units. Additionally, the value of larger units is likely to appreciate by more in terms of dollars than that of the smaller units as a result of the implementation of the Capital Improvement Program. As the exact amount of the benefit and appreciation is not possible to be calculated at this time, the use of ERU measures serves as a reasonable approximation of the relative amount of benefit received from the Capital Improvement Program. Table 5 in the Appendix presents the apportionment of the assessment associated with the Bonds (the “Bond Assessment”) in accordance with the ERU benefit allocation method presented in Table 4. Table 5 also presents the annual levels of the projected annual debt service assessments per unit. 5 Should the number of and sizes/types of properties change in the future, the District will apply the methodology described in this Section to calculate the resulting number of ERUs after the changes and evaluate the impact of such changes as described in Section 5.6. 5.3 Assigning Bond Assessment As the land in the District is not yet platted for its intended final use and the precise location of the different products by lot or parcel is unknown, the Bond Assessment will initially be levied on all of the land located within the current boundaries of the District less the area that is proposed to be excluded from its boundaries, a total area of approximately 1,553.36 +/- gross acres, on an equal pro-rata gross acre basis and thus the total bonded debt in the amount of $46,760,000 will be preliminarily levied on approximately 1,553.36 +/- gross acres (the current size of the land in the District less the area that is proposed to be excluded from its boundaries as mentioned in Section 2.1) at a rate of $30,102.49 per gross acre. When the land is platted, Bond Assessment will be allocated to each platted residential parcel on a first platted-first assigned basis as reflected in Table 5 in the Appendix. Such allocation of Bond Assessment from unplatted gross acres will reduce the amount of Bond Assessment levied on unplatted gross acres within the District. Further, to the extent that any parcel of land which has not been platted is sold to another developer or builder, the Bond Assessment will be assigned to such parcel at the time of the sale based upon the development rights associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. 5.4 Lienability Test: Special and Peculiar Benefit to the Property As first discussed in Section 1.3, Special Benefits and General Benefits, improvements undertaken by the District create special and peculiar benefits to certain properties within the District. The District's improvements benefit assessable properties within the District and accrue to all such assessable properties on an ERU basis. Improvements undertaken by the District can be shown to be creating special and peculiar benefits to the property within the District. The special and peculiar benefits resulting from each improvement are: a. added use of the property; b. added enjoyment of the property; c. decreased insurance premiums; and d. increased marketability and value of the property. The improvements which are part of the Capital Improvement Program make the land in the District developable and saleable and when implemented jointly as parts of the Capital Improvement Program, provide 6 special and peculiar benefits which are greater than the benefits of any single category of improvements. These special and peculiar benefits are real and ascertainable, but not yet capable of being calculated and assessed in terms of numerical value; however, such benefits are more valuable than either the cost of, or the actual assessment levied for, the improvement or debt allocated to the parcel of land. 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay A reasonable estimate of the proportion of special and peculiar benefits received from the improvements is delineated in Table 4 (expressed as ERU factors) in the Appendix. The apportionment of the assessments is fair and reasonable because it was conducted on the basis of consistent application of the methodology described in Section 5.2 across all assessable property within the District according to reasonable estimates of the special and peculiar benefits derived from the Capital Improvement Program by different land uses. Accordingly, no acre or parcel of property within the District will be liened for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property. 5.6 True-Up Mechanism The Assessment Methodology described herein is based on conceptual information obtained from the Developer prior to construction. As development occurs it is possible that the number of ERUs may change. The mechanism for maintaining the methodology over the changes is referred to as true-up. This mechanism is to be utilized to ensure that the Bond Assessment on a per ERU basis never exceeds the initially allocated assessment as contemplated in the adopted assessment methodology. Bond Assessment per ERU preliminarily equals $48,784.05 ($46,760,000.00 in Bond Assessment divided by 958.51 ERUs) and may change based on the final bond sizing. If such changes occur, the Methodology is applied to the land based on the number of and type of units of particular land uses within each and every parcel as signified by the number of ERUs. As the land in the District is platted, the Bond Assessment is assigned to platted parcels based on the figures in Table 5 in the Appendix. If as a result of platting, the Bond Assessment per ERU for land that remains unplatted remains equal to $48,784.05, then no true-up adjustment will be necessary. If as a result of platting and apportionment of the Bond Assessment to the platted parcels, the Bond Assessment per ERU for land that remains unplatted equals less than $48,784.05 (either as a result of a larger number of units, different units or both), then the per ERU Bond 7 Assessment for all parcels within the District will be lowered if that state persists at the conclusion of platting of all land within the District. If, in contrast, as a result of platting and apportionment of the Bond Assessment to the platted parcels, the Bond Assessment per ERU for land that remains unplatted1 equals more than $48,784.05 (either as a result of a smaller number of units, different units or both), taking into account any future development plans for the unplatted lands – in the District’s sole discretion and to the extent such future development plans are feasible, consistent with existing entitlements and governmental requirements, and reasonably expected to be implemented, then the difference in Bond Assessment plus accrued interest will be collected from the owner of the property which platting caused the increase of assessment per ERU to occur, in accordance with the assessment resolution and/or a true-up agreement to be entered into between the District and the Developer, which will be binding on assignees. The owner(s) of the property will be required to immediately remit to the Trustee for redemption a true-up payment equal to the difference between the actual Bond Assessment per ERU and $48,784.05, multiplied by the actual number of ERUs plus accrued interest to the next succeeding interest payment date on the Bonds, unless such interest payment date occurs within 45 days of such true-up payment, in which case the accrued interest shall be paid to the following interest payment date (or such other time as set forth in the supplemental indenture for the applicable series of Bonds secured by the Bond Assessment). In addition to platting of property within the District, any planned sale of an unplatted parcel to another builder or developer will cause the District to initiate a true-up test as described above to test whether the amount of the Bond Assessment per ERU for land that remains unplatted within the District remains equal to $48,784.05. The test will be based upon the development rights as signified by the number of ERUs associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. Note that, in the event that the Capital Improvement Program is not completed, certain contributions are not made, multiple bond issuances are contemplated and not all are issued, or under certain other circumstances, the District may be required to reallocate the Bond Assessment. 1 For example, if the first platting includes 50 SF 52’ lots (which equates to 50 ERUs), then the remaining unplatted land within the District would be required to absorb 908.51 ERUs, or approximately $44,320,797.49 in debt. If the remaining unplatted land would only be able to absorb 890 ERUs, or approximately $44,247,133.57 in debt, then a true-up, payable by the owner of the land subject to the initial plat, would be due in the amount of approximately $73,663.92, calculated as 1.51 ERUs times $48,784.05. 8 5.7 Preliminary Assessment Roll Based on the per gross acre assessment proposed in Section 5.2, the Bond Assessment of $46,760,000 is proposed to be levied over the area described in Exhibit “A”. Excluding any capitalized interest period, debt service assessment shall be paid in thirty (30) annual installments. 6.0 Additional Stipulations 6.1 Overview Wrathell, Hunt and Associates, LLC was retained by the District to prepare a methodology to fairly allocate the special assessments related to the District’s Capital Improvement Program. Certain financing, development and engineering data was provided by members of District Staff and/or the Developer. The allocation Methodology described herein was based on information provided by those professionals. Wrathell, Hunt and Associates, LLC makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this report. For additional information on the Bond structure and related items, please refer to the Offering Statement associated with this transaction. Wrathell, Hunt and Associates, LLC does not represent the District as a Municipal Advisor or Securities Broker nor is Wrathell, Hunt and Associates, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Wrathell, Hunt and Associates, LLC does not provide the District with financial advisory services or offer investment advice in any form. 7.0 Appendix 9 Table 1 WildBlue Community Development District Development Plan Product Type Number of Units SF 52' 100 SF 66' 95 SF 72' 61 SF 75' 263 SF 85' 108 SF 102' 34 SF 140' 12 Total Residential 673 Table 2 WildBlue Community Development District Capital Improvement Program Improvement Cost Drainage and Surface Water Management $6,950,000.00 Onsite Roadways $1,730,000.00 Onsite Utilities $12,800,000.00 Offsite Utilities and Roadway Improvements $2,650,000.00 Environmental Restoration and Mitigation $7,080,000.00 Professional Fees $3,580,000.00 Total $34,790,000.00 10 Table 3 WildBlue Community Development District Preliminary Sources and Uses of Funds Sources Bond Proceeds: Par Amount $46,760,000.00 Total Sources $46,760,000.00 Uses Project Fund Deposits: Project Fund $34,790,000.00 Other Fund Deposits: Debt Service Reserve Fund $3,768,220.23 Capitalized Interest Fund $6,546,400.00 Delivery Date Expenses: Costs of Issuance $1,652,800.00 Rounding $2,579.77 Total Uses $46,760,000.00 11 Table 4 WildBlue Community Development District Benefit Allocation ERU Weight per Percent Share of Product Type Number of Units Unit Total ERU Total SF 52' 100 1.00 100.00 10.43% SF 66' 95 1.27 120.65 12.59% SF 72' 61 1.38 84.18 8.78% SF 75' 263 1.44 378.72 39.51% SF 85' 108 1.63 176.04 18.37% SF 102' 34 1.96 66.64 6.95% SF 140' 12 2.69 32.28 3.37% Total Residential 673 958.51 100.00% Table 5 WildBlue Community Development District Bond Assessment Apportionment Bond Annual Bond Total Bond Assessment Assessment Assessment Apportionment Debt Service per Product Type Number of Units Apportionment per Unit Unit* SF 52' 100 $4,878,405.02 $48,784.05 $4,097.64 SF 66' 95 $5,885,795.66 $61,955.74 $5,203.32 SF 72' 61 $4,106,641.35 $67,321.99 $5,653.79 SF 75' 263 $18,475,495.51 $70,249.03 $5,899.50 SF 85' 108 $8,587,944.21 $79,518.00 $6,677.57 SF 102' 34 $3,250,969.11 $95,616.74 $8,028.97 SF 140' 12 $1,574,749.14 $131,229.10 $11,018.42 Total Residential 673 $46,760,000.00 * Included costs of collection and assumes payment in March 12 Exhibit “A” www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION Parcel in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida A tract or parcel of land lying in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Beginning at the East Quarter corner of said Section 8 run S01 °05'07''E along the East line of the Southeast Quarter (SE 1/4) of said Section 8 for 1,329,41 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area I, as described in a deed recorded in Instrument No. 2017000016507, Lee County Records; thence run along the Northerly and Westerly line of said Conservation Easement, Mitigation Area I, the following Thirty-nine (39) courses: N89°59'10"W for 195.70 feet; S69°37'31"E for 49.62 feet; S53°38'09"E for 22.96 feet; S48°29'06"E for 13.24 feet; S48°08'34"E for 24.32 feet; S34°26'57''E for 33.44 feet; S17°41'48"E for 41.05 feet; S13°06'47"E for 78.87 feet; So7°40'58"E for 36.50 feet; So1°24'58"W for 131.72 feet; So4°00'44"W for 273.74 feet; S20°33'55"W for 25.70 feet; S18°26'36"W for 28.54 feet; So7° 41'59"W for 28.08 feet; So3°16'19"E for 26.36 feet; So9°14'04"E for 60.95 feet; So1 °04'53"E for 39.86 feet; S10°05'08"W for 68.74 feet; S29°31'25"W for 45.80 feet; S52°26'42"W for 37.01 feet; S75° 43'32"W for 85.39 feet; S78°28'46"W for 265.05 feet; S72°50'46"W for 53.54 feet; S52°30'34"W for 40.77 feet; S36°53'oo"W for 45.13 feet; S14°52'58"W for 49.80 feet; So8°15'23"W for 178.87 feet; So5°03'55"W for 281.19 feet; So9°22'36"W for 153.74 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 455.02 feet (delta 33°42'17'') (chord bearing S22°57'46"E) (chord 263.83 feet) for 267.67 feet to a point of tangency; So6°06'37"E for 149.55 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 720.04 feet (delta 13°54'51") (chord bearing S13°04'03"E) (chord 174.43 feet) for 174.86 feet to a point of tangency; S20°01'29"E for 389.67 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 455.02 feet (delta 17°17'31") (chord bearing S11°22'43"E) (chord 136.81 feet) for 137.33 feet; So2°45'17''E along a non-tangent line for 132.64 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 345.02 feet (delta 21°30'26") (chord bearing S13°30'3o"E) (chord 128.75 feet) for 129.51 feet to a point of reverse curvature; Southerly along an arc of a curve to the right of radius 85.00 feet (delta 29°24'23") (chord bearing So9°33'31"E) (chord 43.15 feet) for 43.63 feet; So3°42'13"E along a non-tangent line for 182.20 feet and S11°59'27"W for 523.10 feet; thence run N88°oo'oo"W for 104.87 feet; thence run No1°17'04"E for 327.99 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 28°25'07'') (chord bearing N12°55'29"W) (chord 61.37 feet) for 62.00 feet to a point of tangency; thence run N27°08'03"W for 227.36 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 175.00 feet (delta 31°05'54") (chord bearing N11°35'06"W) (chord 93.82 feet) for 94.98 feet to a point of tangency; thence run No3°57'51"E for 117,42 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 23°50'58") (chord bearing No7°57'39"W) (chord 51.66 feet) for 52.03 feet to a point of tangency; thence run N19°53'08"W for 455.82 feet to a point of curvature; thence run Northerly 1 11 along an arc of a curve to the right of radius 675.00 feet (delta 09° 49 13 ) (chord bearing N14°58'31"W) (chord 115.55 feet) for 115.69 feet to a point of tangency; thence run N10°03'55"W for 444.30 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 76°13'50") (chord bearing N48°10'5o"W) (chord 92.59 feet) for 99.79 feet to a point of tangency; thence run N86°17'44"W for 107.75 feet to a point of curvature; Post Office Drawer 2800 • Fort Myers, FL 33902 Phone (239) 461-3170 • Fax (239) 461-3169 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 74°32'44") (chord bearing N49°01'22"W) (chord 30.28 feet) for 32.53 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet ( delta 74°04'54") (chord bearing N48°47'27"W) (chord 90.36 feet) for 96.97 feet to a point of tangency; thence run N85°49'54"W for 703.33 feet; thence run S87°15'28"W for 133.97 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 110°21'05") (chord bearing N37°33'59"W) (chord 41.05 feet) for 48.15 feet to a point of tangency; thence run N17°36'33"E for 31.78 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 225.00 feet (delta 16°16'07'') (chord bearing No9°28'3o"E) (chord 63.67 feet) for 63.89 feet to a point of tangency; thence run No1°20'26"E for 281.53 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 87°55'32") (chord bearing N42°37'2o"W) (chord 104.13 feet) for 115.09 feet to a point of tangency; thence run N86°35'06"W for 782.57 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 85°47'00") (chord bearing N43°41'36"W) (chord 34.03 feet) for 37-43 feet to a point of tangency; thence run Noo0 48'06"W for 462.06 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 25.00 feet (delta 91°17'38") (chord bearing N44°50'43"E) (chord 35.75 feet) for 39.83 feet to a point of tangency; thence run S89°30'28"E for 143.88 feet; thence run N88°41'11"E for 66.04 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left ofradius 55.00 feet (delta 84°54'26") (chord bearing N46°13'58"E) (chord 74.25 feet) for 81.51 feet to a point of tangency; thence run No3° 46'44"E for 115.28 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 06°22'00") (chord bearing Noo0 35'45"E) (chord 113.84 feet) for 113.90 feet to a point of tangency; thence run No2°35'15"W for 145.50 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 35°11'54") (chord bearing N20°11'12"W) (chord 75.59 feet) for 76.79 feet to a point of tangency; thence run N37°47'09"W for 140.60 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 48°24'27") (chord bearing N61°59'23"W) (chord 61.50 feet) for 63.37 feet to a point of tangency; thence run N86°11'36"W for 343.76 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 40°44'26") (chord bearing N65°49'23"W) (chord 17,40 feet) for 17.78 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 39°03'54") (chord bearing N64°59'07''W) (chord 50.15 feet) for 51.14 feet to a point of tangency; thence run N84°31'04"W for 264.21 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 66°43'13") (chord bearing S62°07'19"W) (chord 82,48 feet) for 87.34 feet to a point of tangency; thence run S28° 45'43"W for 143.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 30°44'54") (chord bearing S44°08'10"W) (chord 92.79 feet) for 93.92 feet to a point of tangency; thence run S59°30'38"W for 133.65 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 125.00 feet (delta 40°20'35") (chord bearing S39°20'2o"W) (chord 86.21 feet) for 88.02 feet to a point of tangency; thence run S19°10'02"W for 2.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 75.00 feet (delta 110°16'00") (chord bearing S35°57'58"E) (chord 123.07 feet) for 144.34 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right of radius 15.00 feet (delta 86°56'34") (chord bearing S47°37'4o"E) (chord 20.64 feet) for 22.76 feet to a point of tangency; thence run So4°09'23"E for 65,44 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 55.00 feet (delta 81°50'30") (chord bearing S45°04'38"E) (chord 72.05 feet) for 78.56 feet to a point of reverse curvature; thence run Southeasterly along an arc of a Page2 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) curve to the right of radius 25.00 feet (delta 94°47'54") (chord bearing S38°35'56"E) (chord 36.80 feet) for 41.36 feet to a point of reverse curvature; thence run Southerly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°45'08") (chord bearing So6°25'26"W) (chord 167.91 feet) for 167.96 feet to a point of tangency; thence run So4°02'52"W for 83.35 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 80°29'14") (chord bearing S44°17'29"W) (chord 32.30 feet) for 35.12 feet to a point of tangency; thence run S84°32'06"W for 43.22 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 79°30'00") (chord bearing N55° 42'54"W) (chord 31.97 feet) for 34.69 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 105.00 feet (delta 75°14'50") (chord bearing N53°35'19"W) (chord 128.20 feet) for 137.90 feet to a point of tangency; thence run S88°47'16"W for 62.79 feet to a point of curvature; thence run Westerly along an arc of a curve to the right ofradius 9,975.00 feet (delta 04°35'00") (chord bearing N88°55'14"W) (chord 797.75 feet) for 797.96 feet to a point of tangency; thence run N86°37'44"W for 38.69 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 105.00 feet (delta 62°46'57'') (chord bearing S61°58'48"W) (chord 109.38 feet) for 115.06 feet t to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the right of radius 55.00 feet (delta 59°24'41") (chord bearing S60°17'4o"W) (chord 54.51 feet) for 57.03 feet to a point of tangency; thence run N90°oo'oo"W for 238.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 85.00 feet (delta 70°22'36") (chord bearing S54°48'42"W) (chord 97.97 feet) for 104-41 feet to a point of tangency; thence run S19°37'24"W for 311.22 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 14°30'43") (chord bearing S26°52'45"W) (chord 246.29 feet) for 246.95 feet to a point of tangency; thence run S34°08'07''W for 337.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 19°37'52") (chord bearing S43°57'03"W) (chord 332-43 feet) for 334.06 feet to a point of tangency; thence run S53°45'59"W for 1,244.08 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 525.00 feet (delta 38°16'07'') (chord bearing S34°37'56"W) (chord 344.17 feet) for 350.65 feet to a point of tangency; thence run S15°29'52"W for 405.98 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 83°55'54") (chord bearing S57°27'49"W) (chord 33.43 feet) for 36.62 feet to a point of tangency; thence run N80°34'14"W for 34.34 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 81°39'24") (chord bearing S58°36'04"W) (chord 71.92 feet) for 78.38 feet to a point of tangency; thence run S17° 46'23"W for 90.68 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 100.00 feet (delta 81°42116") (chord bearing S23°04'45"E) (chord 130.82 feet) for 142.60 feet to a point of tangency; thence run S63°55'53"E for 880.47 feet to a point of curvature; thence run Easterly along an arc of a curve to the left ofradius 100.00 feet (delta 19°42'04") (chord bearing S73°46'55"E) (chord 34.22 feet) for 34.38 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right ofradius 275.00 feet (delta 43°39'00") (chord bearing S61°48'27"E) (chord 204.47 feet) for 209.50 feet to a point of tangency; thence run S39°58'57''E for 16.19 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 75.00 feet (delta 31°02 123") (chord bearing S24°27'46"E) (chord 40.14 feet) for 40.63 feet to a point of compound curvature; thence run Southerly along an arc of a curve to the right of radius 175.00 feet (delta 37°44'43") (chord bearing So9°55'48"W) (chord 113.21 feet) for 115.29 feet to a point of tangency; thence run S28° 48'09"W for 43.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 225.00 feet (delta 26°23'45") (chord bearing S42°00'02"W) (chord 102.74 feet) for 103.66 feet to a point of tangency; thence run Page3 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) S55°11'54"W for 52.99 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 475.00 feet (delta 81°20'53") (chord bearing N84°07'39"W) (chord 619.17 feet) for 674.40 feet to a point of tangency; thence run N43°27'13"W for 184.25 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 325.00 feet (delta 26°39'57'') (chord bearing N56°47'11"W) (chord 149.90 feet) for 151.26 feet to a point of tangency; thence run N70°07'10"W for 82.71 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 89°25'20") (chord bearing S65°10'10"W) (chord 77.39 feet) for 85.84 feet to a point of tangency; thence run S20°27'3o"W for 149.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 78°58 138") (chord bearing S59°56'49"W) (chord 44.51 feet) for 48.24 feet to a point of tangency; thence run N80°33'52"W for 76.95 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 73°28'14") (chord bearing S62°42'01"W) (chord 65.79 feet) for 70.53 feet to a point of tangency; thence run S25°57'54"W for 719.51 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 35.00 feet (delta 89°05154") (chord bearing S70°30'51"W) (chord 49.11 feet) for 54.43 feet to a point of reverse curvature; thence run Westerly along an arc of a curve to the left of radius 45.00 feet (delta 77°53'32") (chord bearing S76°07'02"W) (chord 56.57 feet) for 61.18 feet to a point of tangency; thence run S37°10'16"W for 317.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 55°50'05") (chord bearing S65°05'19"W) (chord 32.77 feet) for 34.11 feet to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 51°38'09") (chord bearing S67°11'17''W) (chord 65.33 feet) for 67.59 feet to a point of tangency; thence run S41°22'13"W for 463.38 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 38°33'50") (chord bearing S22°05'17''W) (chord 82.55 feet) for 84.13 feet to a point of tangency; thence run So2° 48'22"W for 115.05 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 40.00 feet (delta 89°43'03") (chord bearing S42°03'09"E) (chord 56.43 feet) for 62.63 feet to a point of tangency; thence run S86°54'41"E for 300.04 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 115.00 feet (delta 47°56'53") (chord bearing N69°06'53"E) (chord 93.45 feet) for 96.24 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 50.00 feet (delta 53°36'02") (chord bearing N71°56'27"E) (chord 45.09 feet) for 46.78 feet to a point of tangency; thence run S81°15'32"E for 538.83 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°08'08") (chord bearing S83°19'36"E) (chord 146.14 feet) for 146.17 feet to a point of tangency; thence run S85°23'41"E for 296.12 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 175.00 feet (delta 17°19'21") (chord bearing N85°56'39"E) (chord 52.71 feet) for 52.91 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 225.00 feet (delta 19°32'48") (chord bearing N87°03'23"E) (chord 76.39 feet) for 76.76 feet to a point of tangency; thence run S83°10'13"E for 512.33 feet to a point of curvature; thence run 1 11 Easterly along an arc of a curve to the right of radius 1,475.00 feet (delta 05° 45 32 ) (chord bearing S80°17'28"E) (chord 148.19 feet) for 148.25 feet to a point of tangency; thence run S77°24'42"E for 220.11 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 125.00 feet (delta 23°59'07'') (chord bearing S89°24'15"E) (chord 51.95 feet) for 52.33 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 125.00 feet (delta 24°18'51") (chord bearing S89°14'23"E) (chord 52.65 feet) for 53.04 feet to a point of tangency; thence run S77°04'58"E for 182.20 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 375.00 feet (delta 21°55'47") (chord bearing S88°02'52"E) (chord 142.66 feet) for 143.53 feet to a point of reverse curvature; Page4 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Easterly along an arc of a curve to the right of radius 325.00 feet (delta 15°53'40") (chord bearing N88°56'05"E) (chord 89.87 feet) for 90.16 feet to a point of tangency; thence run S83°07'05"E for 525.38 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 67.00 feet (delta 128°31'46") (chord bearing N32°37'02"E) (chord 120.71 feet) for 150.30 feet to a point of tangency; thence run N31°38'51"W for 54.90 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 975.00 feet (delta 15°05'48") (chord bearing N24°05'57''W) (chord 256.16 feet) for 256.90 feet to a point of tangency; thence run N16°33'03"W for 273.87 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 53°50'18") (chord bearing N10°22'06"E) (chord 67.91 feet) for 70.47 feet to a point of tangency; thence run N37°17'15"E for 385.52 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 26°05'30") (chord bearing N50°2o'oo"E) (chord 33.86 feet) for 34.15 feet to a point of tangency; thence run N63°22'45"E for 95.98 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 95.00 feet (delta 59°20'24") (chord bearing N33°42'32"E) (chord 94.05 feet) for 98.39 feet to a point of tangency; thence run No4°02'2o"E for 17.62 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 825.00 feet (delta 09°37'11") (chord bearing Noo0 46'15"W) (chord 138.35 feet) for 138.51 feet to a point of tangency; thence run No5°34'51"W for 96.94 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°31'33") (chord bearing No9°50'37''W) (chord 152.38 feet) for 152.52 feet to a point of tangency; thence run N14°06'23"W for 137,47 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 29°57'54") (chord bearing Noo0 52'34"E) (chord 38.78 feet) for 39.22 feet to a point of tangency; thence run N15°51'31"E for 540.62 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 80°17'48") (chord bearing N56°00'24"E) (chord 96.72 feet) for 105.11 feet to a point of tangency; thence run S83°50'42"E for 516.23 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 775.00 feet (delta 23°20'01") (chord bearing S72°10'41"E) (chord 313,44 feet) for 315.62 feet to a point of tangency; thence run S60°30'41"E for 250.77 feet to a point of curvature; thence run 1 11 Southeasterly along an arc of a curve to the right of radius 175.00 feet (delta 54° 45 50 ) (chord bearing S33°07'46"E) (chord 160.97 feet) for 167.27 feet to a point of tangency; thence run So5°44'51"E for 315.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 125.00 feet (delta 31°40'54") (chord bearing S10°05'36"W) (chord 68.24 feet) for 69.12 feet to a point of tangency; thence run S25°56'03"W for 194.92 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°19'04") (chord bearing S21°46'31"W) (chord 148.67 feet) for 148.80 feet to a point of tangency; thence run S17°36'59"W for 19.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 75.00 feet (delta 43°12'25") (chord bearing S39°13'12"W) (chord 55.23 feet) for 56.56 feet to a point of tangency; thence run S6o0 49'24"W for 511.56 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 55.00 feet (delta 100°29'06") (chord bearing S10°34'51"W) (chord 84.56 feet) for 96.46 feet to a point of tangency; thence run S39°39'41"E for 191.03 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 55.00 feet (delta 64°09'20") (chord bearing S71°44'21"E) (chord 58.42 feet) for 61.58 feet to a point of tangency; thence run N76°10'58"E for 103.98 feet; thence run S22°06'17''W for 384.89 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 25°20'50") (chord bearing S34°46'42"W) (chord 76.79 feet) for 77.42 feet to a point of tangency; thence run S47°27'07''W for 160.73 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 1,525.00 feet (delta 10°29'23") (chord Pages www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) bearing S42°12'25"W) (chord 278.81 feet) for 279.20 feet to a point of tangency; thence run S36°57'44"W for 225.13 feet; thence run S59°57'4o"E for 651.72 feet; thence run S62°28'13"E for 513.06 feet; thence run S84°09'06"E for 109.77 feet to the Westerly most corner of a Conservation Easement, Mitigation Area J-5, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run S72°20'38"W for 199.78 feet to the Northerly most corner of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run N59°00'09"W for 220.11 feet; thence run N60°18'15"W for 1,043.19 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 107°14'59") (chord bearing S66°04'15"W) (chord 88.57 feet) for 102.95 feet to a point of tangency; thence run S12°26'46"W for 331.68 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 45.00 feet (delta 59°51'09") (chord bearing S42°22'21"W) (chord 44.90 feet) for 47.01 to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 53°17'32") (chord bearing S45°39'09"W) (chord 49.33 feet) for 51.16 feet to a point of tangency; thence run S19°00'23"W for 41.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 605.00 feet (delta 05°26'26") (chord bearing S16°17'10"W) (chord 57.43 feet) for 57.45 feet; thence run N88°58'18"W along a non tangent line for 20.47 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 625.00 feet (delta 13°24'44") (chord bearing So6°27'09"W) (chord 145.97 feet) for 146.31 feet to a point of tangency; thence run Soo0 15'14"E for 248.25 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 32° 46'30") (chord bearing S16°38'28"E) (chord 70.53 feet) for 71.50 feet to a point of tangency; thence run S33°01'43"E for 116.53 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 75.00 feet (delta 37°11'42") (chord bearing S14°25'52"E) (chord 47.84 feet) for 48.69 feet to a point of tangency; thence run So4°09'59"W for 95.83 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 825.00 feet (delta 14°12'12") (chord bearing So2°56'07''E) (chord 203.99 feet) for 204.51 feet to a point of tangency; thence run S10°02'13"E for 639.07 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 1,475.00 feet (delta 09° 48'35") (chord bearing So5°07'55"E) (chord 252.23 feet) for 252.54 feet to a point of tangency; thence run Soo0 13'37"E for 330.01 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right ofradius 5.00 feet (delta 89°47'59") (chord bearing S44°40'22"W) (chord 7.06 feet) for 7.84 feet to a point of tangency; thence run S89°34'22"W for 177.62 feet to a point of curvature; thence run Westerly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°47'39") (chord bearing S86°10'32"W) (chord 180.73 feet) for 180.83 feet to a point of tangency; thence run S82° 46'43"W for 328.63 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 175.00 feet (delta 104°09'44") (chord bearing S30° 41'51"W) (chord 276.11 feet) for 318.15 feet to a point of tangency; thence run S21°23'01"E for 360.35 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°00'16") (chord bearing S24°23'09"E) (chord 159.74 feet) for 159.82 feet to a point of tangency; thence run S27°23'17''E for 421.97 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 105.00 feet (delta 65°32'07'') (chord bearing S60°09'21"E) (chord 113.66 feet) for 120.10 feet to a point of tangency; thence run N87°04'36"E for 460.68 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 1,525.00 feet (delta 05°19 150") (chord bearing N84°24'41"E) (chord 141.83 feet) for 141.88 feet to a point of tangency; thence run N81°44'46"E for 504.82 feet; thence run Soo0 oo'oo"W for 36.63 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run along the Northerly and Page6 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Westerly line of said Conservation Easement, Mitigation Area J-4, the following Fifty-one (51) course: S46°03'15"W for 16.27 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 80.90 feet (delta 52°50'29") (chord bearing So8°53'23"W) (chord 72.00 feet) for 74.61 feet; So2°55'07''E along a non-tangent line for 102-47 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 75.00 feet ( delta 77°33'35") (chord bearing So2°39'53"E) (chord 93.95 feet) for 101.53 feet; So3°08'31"E along a non-tangent line for 104.95 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 50.76 feet (delta 93°09'07'') (chord bearing S41°28'44"W) (chord 73.73 feet) for 82.52 feet; S85°47'25"W along a non-tangent line for 6.49 feet; S86°58'15"W for 43.64 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 85.21 feet (delta 39° 41'56") (chord bearing S14°36'12"E) (chord 57.87 feet) for 59.04 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 112.81 feet (delta 88°31'59") (chord bearing S49°03'14"W) (chord 157.48 feet) for 174.31 feet to a point of tangency; N86° 40'46"W for 37.88 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 384.67 feet (delta 04°25'40") (chord bearing N88°23'26"W) (chord 29.72 feet) for 29.73 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 467.46 feet (delta 14°35'09") (chord bearing S85°08'57''W) (chord 118.68 feet) for 119.00 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 527.77 feet (delta 07°26'29") (chord bearing S73°23'57''W) (chord 68.50 feet) for 68.55 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 1,303.55 feet (delta 05°34'29") (chord bearing S71°24'02"W) (chord 126.78 feet) for 126.83 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 157.51 feet (delta 19°00'00") (chord bearing S80°11'21"W) (chord 51.99 feet) for 52.23 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 8,453.34 feet (delta 00°37'21") (chord bearing S83°13'56"W) (chord 91.83 feet) for 91.83 feet to a point of reverse curvature; Westerly along an arc of a curve to the right of radius 1,196.95 feet (delta 11°08'03") (chord bearing S88°29'17''W) (chord 232.23 feet) for 232.60 feet to a point of compound curvature; Westerly along an arc of a curve to the right of radius 704.33 feet (delta 20°08'59") (chord bearing N75°52'12"W) (chord 246-43 feet) for 247.70 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 1,365.10 feet (delta 06°26'16") (chord bearing N62°34'34"W) (chord 153.31 feet) for 153.39 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 291.89 feet (delta 34°24'15") (chord bearing N42°09'19"W) (chord 172.65 feet) for 175.27 feet to a point on a non-tangent curve; Northerly along an arc of a curve to the right of radius 71.65 feet (delta 17° 49'54") (chord bearing N19° 41'07''W) (chord 22.21 feet) for 22.30 feet to a point on a non tangent curve; Northerly along an arc of a curve to the right of radius 59.61 feet (delta 76°31'16") (chord bearing N18°46'44"E) (chord 73.82 feet) for 79.61 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 905.05 feet (delta 15°01 145") (chord bearing N42°33'41"W) (chord 236.72 feet) for 237-40 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 77.61 feet (delta 37°04'17") (chord bearing S47°08'32"W) (chord 49.34 feet) for 50.21 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 135.38 feet (delta 25°04'58") (chord bearing N84°06'43"W) (chord 58.79 feet) for 59.27 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 467.73 feet (delta 14°07'02") (chord bearing N64°30'43"W) (chord 114.95 feet) for 115.25 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 194.05 feet (delta 17°03'31") (chord bearing N48°55'26"W) (chord 57.56 feet) for 57.78 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 16,554.26 feet (delta 00°13'19") (chord bearing N40°17'01"W) (chord 64.10 feet) for 64.10 feet to a point on a non-tangent curve; Page7 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Northwesterly along an arc of a curve to the left of radius 132.08 feet (delta 24°43'54") (chord bearing N52°32'19"W) (chord 56.57 feet) for 57.01 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 150.72 feet (delta 30°38'47") (chord bearing N49°34'52"W) (chord 79.66 feet) for 80.62 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 134,41 feet (delta 07°39'36") (chord bearing N31°18'22"W) (chord 17.96 feet) for 17.97 feet to a point of reverse curvature and Westerly along an arc of a curve to the left ofradius 50.00 feet (delta 114°09'39") (chord bearing N84°33'23"W) (chord 83.95 feet) for 99.63 feet to a point of compound curvature; Southwesterly along an arc of a curve to the left of radius 1,275.06 feet (delta 25°06'21") (chord bearing S25°48'37"W) (chord 554.25 feet) for 558.71 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the left of radius 582.03 feet (delta 36°50'51") (chord bearing So8°02'26"E) (chord 367.89 feet) for 374.31 feet; N67°07'2o"E along a non-tangent line for 63.59 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 166.29 feet (delta 41°54'05") (chord bearing N83°27'38"E) (chord 118.92 feet) for 121.61 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 169.46 feet (delta 31°20'40") (chord bearing S65°43'41"E) (chord 91.55 feet) for 92.70 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 589.08 feet (delta 11°13'22") (chord bearing S55°02'06"E) (chord 115.20 feet) for 115.39 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 1,146.62 feet (delta 07°21'35") (chord bearing S53°05'55"E) (chord 147.18 feet) for 147.29 feet; S58°47'21"E along a non-tangent line for 30.00 feet; S65°12'42"E for 36.23 feet; S69°23'56"E for 36.80 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 262.16 feet (delta 07°13'22") (chord bearing S67°11'09"E) (chord 33.03 feet) for 33.05 feet to a point of compound curvature; Southeasterly along an arc of a curve to the right of radius 1,872.88 feet (delta 04°37'23") (chord bearing S61°15'46"E) (chord 151.08 feet) for 151.12 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 124.47 feet (delta 08°59'25") (chord bearing S54°36'32"E) (chord 19.51 feet) for 19.53 feet to a point on a non tangent curve; Southeasterly along an arc of a curve to the right of radius 173.75 feet (delta 32°30'29") (chord bearing S43°13'27"E) (chord 97.26 feet) for 98.58 feet; S28°20'22"E along a non-tangent line for 129.11 feet to a point of curvature; Southeasterly along an arc of a curve to the left of radius 238.65 feet (delta 69°24'28") (chord bearing S63°02'36"E) (chord 271.74 feet) for 289.09 feet to a point of reverse curvature; Southeasterly along an arc of a curve to the right of radius 108.13 feet (delta 71°09'33") (chord bearing S62°10'04"E) (chord 125.83 feet) for 134.30 feet and S29°26'44"E along a non-tangent line for 143.97 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line of said Corkscrew Road for 815.21 feet to an intersection with the South line of the Southeast Quarter (SE 1/4) of said Section 19; thence run S89°22'06"W along said South line for 1,649.44 feet; thence run No4°16'08"E for 2,407.17 feet to an intersection with the Southeasterly line of a Conservation Easement, Mitigation Area Et, as described in a deed recorded in Instrument No. 2017000016504, Lee County Records; thence run S73°15'13"W along said Southeasterly line for 2,634.49 feet to an intersection with the East line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 730, at Page 622, Lee County Records; thence run along the East line of said right of way the following three (3) courses: Noo 0 48'32"W for 978.84 feet; N 00° 49'48"W for 2,639.95 feet and Noo0 51'06"W for 887.98 feet to an intersection with the North line of the South 890.43 feet of said Section 18; thence run S89°23'53"W along said North line for 235.00 feet to an intersection with the West line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 221, at Page 191, Lee County Records; Page8 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run along West line of said right of way agreement the following two (2) courses: Noo0 51'06"W for 1,919.98 feet and Noo0 50'43"W for 2,725.01 feet to an intersection with the Southerly line of lands as described in a deed recorded in Instrument No. 2016000186921, Lee County Records; thence run along the Southerly and Easterly line of said lands the following ten (10) courses: N89°09'13"E for 352.34 feet; S49°04'56"E for 32.52 feet; S56°00'04"E for 671.83 feet; S78°37'05"E for 581.11 feet; N43° 48'39"E for 800.04 feet; N22°12'13"E for 426.32 feet; N63°23'3o"E for 468-43 feet; N43° 48'39"E for 3,780.99 feet; No3° 42'39"W for 1,427.62 feet and No1°00'27"W for 223.26 feet to an intersection with the Southerly right of way line of Alico Road, (100 feet wide right of way), as described in a deed recorded in Official Records Book 399, at Page 334, Lee County Records; thence run N88°59'3o"E along said Southerly right of way line for 4,905.16 feet to an intersection with the East line of the Northeast Quarter (NE 1/4) of said Section 8; thence run So1°05'11"E along said East line for 2,311.30 feet to the POINT OF BEGINNING. Containing 1,563.17 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the East line of the Southeast Quarter (SE 1/4) of said Section 8 to bear Soi 0 05'07''E. LESS AND EXCEPT: A tract or parcel of land being a portion of Tract "F-2" of the record plat of "WILD BLUE PHASE 2", recorded in Instrument No. 2018000070231, of the Public Records of Lee County, Florida, lying in Section 19, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Commencing at the Southerly Most corner of said Tract "F-2" run N89°22'06"E along the South line of said Tract "F-2", also being the South line of the Southeast Quarter (SE 1/4) of said Section 19 for 928.83 feet and the POINT OF BEGINNING. From said Point of Beginning run Noo0 37'54"W for 423-47 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 50.00 feet (delta 90°00'00") (chord bearing N44°22'06"E) (chord 70.71 feet) for 78.54 feet to a point of tangency; thence run N89°22'06"E for 286.01 feet; thence run N35°20'54"E for 249.64 feet to a point on a non-tangent curve; thence run Southeasterly along an arc of a curve to the left of radius 1,045.00 feet (delta 00°32'07'') (chord bearing S58°06'32"E) (chord 9.76 feet) for 9.76 feet to a point of tangency; thence run S58°22'36"E for 63.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 355.00 feet (delta 22°27'53") (chord bearing S47°08'39"E) (chord 138.30 feet) for 139.19 feet to a point of compound curvature; thence run Southeasterly along an arc of a curve to the right of radius 655.00 feet (delta 07° 41'45") (chord bearing S32°03'51"E) (chord 87.91 feet) for 87.98 feet to a point of tangency; thence run S28°12'58"E for 102.80 feet; thence run N61°47'02"E for 21.00 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 21.00 feet (delta 90°00'00") (chord bearing S73°12'58"E) (chord 29.70 feet) for 32.99 feet to a point of tangency; thence run S28°12'58"E for 295.65 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 36.00 feet (delta 11°46'38") (chord bearing S22°19'39"E) (chord 7.39 feet) for 7-40 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line for 230.77 feet to an intersection with said Page9 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) South line of the Southeast Quarter (SE 1/4) of Section 19; thence run S89°22'06"W along said the South line for 720.61 feet to the POINT OF BEGINNING. Containing 9.81 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the South line of said Tract "F-2" to bear N89°22'06"E. Net area is 1,553.36 acres, more or less. .Jcg;-iz VL 1z/13/,p, Scott A. Wheeler (For The Firm) Professional Surveyor and Mapper Florida Certificate No. 5949 L:\23620\Docs\Descriptions - Original Boundary L&E Commercial.doc Page 10 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3E WildBlue COMMUNITY DEVELOPMENT DISTRICT Preliminary Supplemental Special Assessment Methodology Report January 24, 2019 ASSOCIATES Provided by: Wrathell, Hunt and Associates, LLC 2300 Glades Road, Suite 410W Boca Raton, FL 33431 Phone: 561-571-0010 Fax: 561-571-0013 Website: www.whhassociates.com WBCDD Preliminary Supplemental Methodology Report – v1.5 Table of Contents 1.0 Introduction 1.1 Purpose ...... 1 1.2 Scope of the Supplemental Report ...... 1 1.3 Special Benefits and General Benefits ...... 1 1.4 Organization of the Supplemental Report ...... 2 2.0 Development Program 2.1 Overview ...... 2 2.2 The Development Program ...... 2 3.0 The Capital Improvement Program 3.1 Overview ...... 3 3.2 Capital Improvement Program ...... 3 4.0 Financing Program 4.1 Overview ...... 3 4.2 Types of Bonds Proposed ...... 4 5.0 Assessment Methodology 5.1 Overview ...... 4 5.2 Benefit Allocation ...... 4 5.3 Assigning Bond Assessment ...... 6 5.4 Lienability Test: Special and Peculiar Benefit to the Property ...... 7 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay 7 5.6 True-Up Mechanism ...... 8 5.7 Assessment Roll ...... 9 6.0 Additional Stipulations 6.1 Overview ...... 9 7.0 Appendix Table 1 ...... 10 Table 2 ...... 10 Table 3 ...... 11 Table 4 ...... 11 Table 5 ...... 12 Table 6 ...... 12 1.0 Introduction 1.1 Purpose This Supplemental Special Assessment Methodology Report (the “Supplemental Report”) was developed to supplement the Master Special Assessment Methodology Report dated December 21, 2018 (the “Master Report”). This Supplemental Report was further developed specifically to provide a supplemental financing plan and a supplemental special assessment methodology for financing a portion of the costs of public infrastructure improvements (the “Capital Improvement Program”) necessary to support the development of land located within the WildBlue Community Development District (the “District”) located in unincorporated Lee County, Florida. 1.2 Scope of the Supplemental Report This Supplemental Report presents the projections for financing a portion of the District’s Capital Improvement Program described as the “Project” in the Master Engineer’s Report of Barraco and Associates, Inc. dated December 20, 2018 (the “Engineer's Report”), as well as describes the method for the allocation of special benefits and the apportionment of special assessment debt resulting from the provision and funding of a portion of the Capital Improvement Program. 1.3 Special Benefits and General Benefits Improvements undertaken and funded in part by the District as part of the Capital Improvement Program create special and peculiar benefits, different in kind and degree than general benefits, for properties within its borders as well as general benefits to the public at large. However, as discussed within this Report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits which accrue to property within the District. The District’s Capital Improvement Program enables properties within its boundaries to be developed. There is no doubt that the general public and property owners of property outside the District will benefit from the provision of the Capital Improvement Program. However, these benefits are only incidental since the Capital Improvement Program is designed solely to provide special benefits peculiar to property within the District. Properties outside the District are not directly served by the Capital Improvement Program and do not depend upon the Capital Improvement Program to obtain or to maintain their development entitlements. This fact alone clearly distinguishes the special benefits which properties located within the District’s boundaries receive as compared to those lying outside of the District’s boundaries. The Capital Improvement Program will provide public infrastructure improvements which are all necessary in order to make the lands within 1 the District developable and saleable. The installation of such improvements will cause the value of the developable and saleable lands within the District to increase by more than the sum of the financed and contributed cost of the individual components of the Capital Improvement Program. Even though the exact value of the benefits provided by the Capital Improvement Program is hard to estimate at this point, it is nevertheless greater than the costs associated with providing the same. 1.4 Organization of the Supplemental Report Section Two describes the development program as proposed by the Developer, as defined below. Section Three provides a summary of the Capital Improvement Program as determined by the District Engineer. Section Four discusses the financing program for the District. Section Five discusses the supplemental special assessment methodology for the District to be used in connection with the financing program. 2.0 Development Program 2.1 Overview The District currently consists of an approximately 1,563.17-acre +/- portion of the approximately 2,960-acre +/- WildBlue development (the “Development” or “WildBlue”), a master planned development located in unincorporated Lee County, Florida. The District is in the process of petitioning Lee County to expand its boundaries by approximately 798.72 +/- acres and simultaneously to contract its boundaries by approximately 9.81 +/- acres, resulting in the new anticipated size of District being approximately 2,352.08 +/- acres. The land within the District is generally located north of Corkscrew Road and south and west of the Alico Road. 2.2 The Development Program At the time of the District’s establishment, Alico East Fund, LLC (“Alico”) was the sole landowner and was anticipated to be the developer of all of the land contained within the District, however, subsequently portions of the land were sold to four (4) additional entities, including SDWB, LLC and SD WildBlue, LLC (both doing business as Stock Development (“Stock”)), Lennar Homes, LLC (“Lennar”), and Pulte Home Company, LLC (“Pulte”). Each landowner is currently projected to act as the developer of its respective property with the exception of the land owned by Stock, for which Lennar will act as developer. Based upon the information provided by the Alico, Lennar, and Pulte (cumulatively the “Developers”), the current development plan envisions a 2 total of 673 residential units, although land use types and unit numbers may change throughout the development period. Table 1 in the Appendix illustrates the development plan for the District. 3.0 The Capital Improvement Program 3.1 Overview The public infrastructure costs to be funded by the District are described by the District Engineer in the Engineer's Report. Only public infrastructure that may qualify for bond financing by the District under Chapter 190, Florida Statutes, and under the Internal Revenue Code of 1986, as amended, was included in these estimates. 3.2 Capital Improvement Program The Capital Improvement Program needed to serve the District is projected to consist of drainage and surface water management, onsite roadways, onsite utilities, offsite utilities and roadway improvements, and environmental restoration and mitigation. The infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means all of the improvements will serve the entire District and improvements will be interrelated such that they will reinforce one another. At the time of this writing, the total costs of the Capital Improvement Program are estimated at $34,790,000. Table 2 in the Appendix illustrates the specific components of the Capital Improvement Program and their costs. 4.0 Financing Program 4.1 Overview As noted above, the District is embarking on a program of capital improvements which will facilitate the development of lands within the District. It is the District’s intention to finance only a portion of the costs of the Capital Improvement Program with proceeds of Special Assessment Bonds, Series 2019 (the “Bonds”) in the principal amount of approximately $19,765,000*. The Bonds will finance infrastructure construction/ acquisition costs of approximately $17,683,794.26*, while the balance of the costs of the Capital Improvement Program in the total amount of approximately $17,106,205.74* is expected to be contributed to the District at no cost by the Developers. ______* Preliminary, subject to change 3 4.2 Types of Bonds Proposed The proposed financing plan for the District provides for issuance of the Bonds in the approximate principal amount of approximately $19,765,000* to defray construction/ acquisition expenses of approximately $17,683,794.26* together with associated costs of bonding. The Bonds will be structured to be amortized in 30 annual installments. Interest payments on the Bonds will be made every June 15 and December 15, and principal payments on the Bonds would be made every December 15. In order to finance the improvement and other costs, the District will need to borrow funds and incur indebtedness in the total amount of approximately $19,765,000*. The amount in excess of approximately $17,683,794.26* is comprised of a debt service reserve and costs of issuance, including the underwriter's discount. Estimated sources and uses of funding for the Bonds are presented in Table 3 in the Appendix. 5.0 Assessment Methodology 5.1 Overview The issuance of the Bonds provides the District with a portion of the funds necessary to construct/acquire the infrastructure improvements which are part of the Capital Improvement Program outlined in Section 3.2 and described in more detail by the District Engineer in the Engineer's Report. These improvements lead to special and general benefits, with special benefits accruing to properties within the boundaries of the District and general benefits accruing to areas outside the District and being only incidental in nature. The debt incurred in financing a portion of the public infrastructure will be paid off by assessing properties that derive special and peculiar benefits from the Capital Improvement Program. All properties that receive special benefits from the Capital Improvement Program will be assessed for their fair share of the debt issued in order to finance the Capital Improvement Program. 5.2 Benefit Allocation The current development plan envisions the development of a total of 673 residential units of varying product types, although unit numbers and land use types may change throughout the development period. The public infrastructure included in the Capital Improvement Program will comprise an interrelated system of improvements, which means that all of the improvements will serve the entire District and such public improvements will be interrelated such that they will reinforce each other ______* Preliminary, subject to change 4 and their combined benefit will be greater than the sum of their individual benefits. All of the land uses within the District will benefit from each infrastructure improvement category, as the improvements provide basic infrastructure to all land within the District and benefit all land within the District as an integrated system of improvements. As stated previously, the public infrastructure improvements included in the Capital Improvement Program have a logical connection to the special and peculiar benefits received by the land within the District, as without such improvements, the development of the properties within the District would not be possible. Based upon the connection between the improvements and the special and peculiar benefits to the land within the District, the District can assign or allocate a portion of the District's debt through the imposition of non-ad valorem assessments, to the land receiving such special and peculiar benefits. Even though these special and peculiar benefits are real and ascertainable, the precise amount of the benefit cannot yet be calculated with mathematical certainty. However, such benefit is more valuable than the cost of, or the actual non-ad valorem assessment amount levied on that parcel. The benefit associated with the Capital Improvement Program of the District is proposed to be allocated to the 673 residential units of varying product types in proportion to the density of development and intensity of use of infrastructure as measured by a standard unit called an Equivalent Residential Unit ("ERU"). Table 4 in the Appendix illustrates the ERU weights that are proposed to be assigned to the land uses contemplated to be developed within the District based on the relative density of development and the intensity of use of infrastructure, the total ERU counts for each land use category, and the share of the benefit received by each land use. Please note that this Report proposes that the ERU weight of any residential unit is based on the width of that unit’s average front-side as compared to the width of the average front-side of a SF 52’ unit, whose ERU weight is set at 1.00 as a reference unit. The rationale behind different ERU weights is supported by the fact that generally and on average smaller units will use and benefit from the Capital Improvement Program less than larger units, as for instance, generally and on average smaller units produce less storm water runoff, may produce fewer vehicular trips, and may need less water/sewer capacity than larger units. Additionally, the value of larger units is likely to appreciate by more in terms of dollars than that of the smaller units as a result of the implementation of the Capital Improvement Program. As the exact amount of the benefit and appreciation is not possible to be calculated at this time, the use of ERU measures serves as a reasonable approximation of the relative amount of benefit received from the Capital Improvement Program. In order to facilitate the marketing of the units in the Development, the Developers requested that the District limit the amount of the principal amount of the Bonds to certain predetermined levels. In order to accomplish that goal, the Developers will agree as part of the Completion 5 Agreement and/or Acquisition Agreement to contribute certain infrastructure improvements in the amount of approximately $17,106,205.74* to the District at no cost, which represents a required “buy down” of assessment levels. The required contribution is expected to be made through the ordinary course of development of the project. Using the ERU benefit allocations developed in Table 4 in the Appendix and applying them to the total cost estimate of the Capital Improvement Program of $34,790,000, Table 5 in the Appendix illustrates the allocation of benefit of the Capital Improvement Program to the various product types proposed to be developed in the District. Table 5 additionally illustrates the allocation of contributions required to be made by the Developers and resulting allocations of financed costs of the Capital Improvement Program to the various product types. Finally, Table 6 in the Appendix presents the apportionment of the assessment associated with the Bonds (the “Bond Assessment”) in accordance with the ERU benefit allocation method presented in Table 4 as modified by the financed cost allocations illustrated in Table 5 in the Appendix. Table 6 also presents the annual levels of the projected annual debt service assessments per unit. Should the number of and sizes/types of properties change in the future, the District will apply the methodology described in this Section to calculate the resulting number of ERUs after the changes and evaluate the impact of such changes as described in Section 5.6. 5.3 Assigning Bond Assessment As the land in the District is not yet platted for its intended final use and the precise location of the different products by lot or parcel is unknown, the Bond Assessment will initially be levied on all of the land located within the current boundaries of the District less the area that is proposed to be excluded from its boundaries, a total area of approximately 1,553.36 +/- gross acres, on an equal pro-rata gross acre basis and thus the total bonded debt in the amount of $19,765,000 will be preliminarily levied on approximately 1,553.36 +/- gross acres (the current size of the land in the District less the area that is proposed to be excluded from its boundaries as mentioned in Section 2.1) at a rate of $12,724.03 per gross acre. When the land is platted, Bond Assessment will be allocated to each platted residential parcel on a first platted-first assigned basis as reflected in Table 6 in the Appendix. Such allocation of Bond Assessment from unplatted gross acres will reduce the amount of Bond Assessment levied on unplatted gross acres within the District. ______* Preliminary, subject to change 6 Further, to the extent that any parcel of land which has not been platted is sold to another developer or builder, the Bond Assessment will be assigned to such parcel at the time of the sale based upon the development rights associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. 5.4 Lienability Test: Special and Peculiar Benefit to the Property As first discussed in Section 1.3, Special Benefits and General Benefits, improvements undertaken by the District create special and peculiar benefits to certain properties within the District. The District's improvements benefit assessable properties within the District and accrue to all such assessable properties on an ERU basis. Improvements undertaken by the District can be shown to be creating special and peculiar benefits to the property within the District. The special and peculiar benefits resulting from each improvement are: a. added use of the property; b. added enjoyment of the property; c. decreased insurance premiums; and d. increased marketability and value of the property. The improvements which are part of the Capital Improvement Program make the land in the District developable and saleable and when implemented jointly as parts of the Capital Improvement Program, provide special and peculiar benefits which are greater than the benefits of any single category of improvements. These special and peculiar benefits are real and ascertainable, but not yet capable of being calculated and assessed in terms of numerical value; however, such benefits are more valuable than either the cost of, or the actual assessment levied for, the improvement or debt allocated to the parcel of land. 5.5 Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay A reasonable estimate of the proportion of special and peculiar benefits received from the improvements is delineated in Table 4 (expressed as ERU factors) in the Appendix. The apportionment of the assessments is fair and reasonable because after accounting for the effects of Developers’ contribution of infrastructure improvements illustrated in Table 5 in the Appendix, it was conducted on the basis of consistent application of the methodology described in Section 5.2 across all assessable property within the District according to reasonable estimates of the special and peculiar benefits derived from the Capital Improvement Program by different land uses. 7 Accordingly, no acre or parcel of property within the District will be liened for the payment of any Bond Assessment more than the determined special benefit peculiar to that property. 5.6 True-Up Mechanism The Assessment Methodology described herein is based on conceptual information obtained from the Developers prior to development. As development occurs, it is possible that the development may change. The mechanism for maintaining the methodology over the changes is referred to as true-up. This mechanism is to be utilized to ensure that the Bond Assessment on a per unit basis never exceeds the initially allocated assessment as contemplated in this Supplemental Report as illustrated in Table 6 in the Appendix. If as a result of platting and apportionment of the Bond Assessment to platted parcels of land within the District the Bond Assessment for land that remains unplatted within the District is equal to the levels shown in Table 6 in the Appendix, then no true-up adjustment will be necessary. If as a result of platting and apportionment of the Bond Assessment to platted parcels of land within the District, the Bond Assessment for land that remains unplatted within the District is equal to less than the levels in shown in Table 6 in the Appendix (either as a result of an overall larger number of units, same number of larger units substituting for smaller units or both), then the per unit Bond Assessment for all units within the District will be lowered if that state persists at the conclusion of final platting of all land within District, or shall otherwise be adjusted to the to the extent permitted by Florida law and in the District’s sole discretion. If as a result of platting and apportionment of the Bond Assessment to platted parcels of land within the District, the Bond Assessment for land that remains unplatted within the District1 is equal to more than the levels in shown in Table 6 in the Appendix (either as a result of an overall smaller number of units, same number of smaller units substituting for larger units, or both), then the difference in the Bond Assessment plus accrued interest will be collected from the owner of the property which platting caused the increase of Bond Assessment to occur. Such a collection right exists as part of the applicable assessment liens established hereunder, and an additional collection right may also exist pursuant to true-up agreements to be entered into between the District and the Developers, which will be binding on assignees. 1 For example, if the first platting within the District includes 90 SF 52’ lots, then the remaining unplatted land within the District would be required to absorb 10 SF 52’ lots, 95 SF 66’ lots, 61 SF 72’ lots, 263 SF 75’ lots, 108 SF 85’ lots, 34 SF 102’ lots and 12 SF 140’ lots, or approximately $17,912,771.34 in Bond Assessment. If the remaining unplatted land would only be able to absorb 5 SF 52’ lots, 95 SF 66’ lots, 61 SF 72’ lots, 263 SF 75’ lots, 108 SF 85’ lots, 34 SF 102’ lots and 12 SF 140’ lots, or approximately $17,809,869.75 in Bond Assessment, then a true-up, payable by the owner of the land subject to the initial plat, would be due in the amount of approximately $102,901.59, calculated as 5 SF 52’ lots times $20,580.32, plus accrued interest. 8 The owner(s) of the property will be required to immediately remit to the Trustee for redemption a true-up payment equal to the difference between the actual Bond Assessment per unit and the amounts illustrated in Table 6 in the Appendix plus accrued interest to the next succeeding interest payment date on the respective series of Bonds, unless such interest payment date occurs within 45 days of such true-up payment, in which case the accrued interest shall be calculated to the following interest payment date (or such other time as set forth in the supplemental indenture for the Bonds secured by the Bond Assessment). In addition to platting of property within the District, any planned sale of an unplatted parcel to another builder or developer will cause the District to initiate a true-up test as described above to test whether the amount of the Bond Assessment per unit for land that remains unplatted within the District remains equal to the levels illustrated in Table 6 in the Appendix. The test will be based upon the development rights as signified by the number of residential units of particular types associated with such parcel that are transferred from seller to buyer. The District shall provide an estoppel or similar document to the buyer evidencing the amount of Bond Assessment transferred at sale. Note that, in the event that the Capital Improvement Program is not completed, certain contributions are not made, or under certain other circumstances, the District may be required to reallocate the Bond Assessment and possibly delay any true-up obligation. 5.7 Assessment Roll Based on the per gross acre assessment proposed in Section 5.2, the Bond Assessment of $19,765,000 is proposed to be levied over the area described in Exhibit “A”. Excluding any capitalized interest period, the Bond Assessment shall be paid in thirty (30) annual installments. 6.0 Additional Stipulations 6.1 Overview Wrathell, Hunt and Associates, LLC was retained by the District to prepare a methodology to fairly allocate the special assessments related to the District’s Capital Improvement Program. Certain financing, development and engineering data was provided by members of District Staff and the Developers. The allocation Methodology described herein was based on information provided by those persons. Wrathell, Hunt and Associates, LLC makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this report. For additional information on the Bond structure and related items, please refer to the Offering Statement associated with this transaction. 9 Wrathell, Hunt and Associates, LLC does not represent the District as a Municipal Advisor or Securities Broker nor is Wrathell, Hunt and Associates, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Wrathell, Hunt and Associates, LLC does not provide the District with financial advisory services or offer investment advice in any form. 7.0 Appendix Table 1 WildBlue Community Development District Development Plan Alico Number of Lennar Number Pulte Number of Stock Number of Total Number of Product Type Units of Units Units Units Units SF 52' 0 0 100 0 100 SF 66' 0 0 95 0 95 SF 72' 0 0 61 0 61 SF 75' 89 174 0 0 263 SF 85' 56 6 0 46 108 SF 102' 0 0 0 34 34 SF 140' 0 0 0 12 12 Total 145 180 256 92 673 Table 2 WildBlue Community Development District Capital Improvement Program Improvement Cost Drainage and Surface Water Management $6,950,000.00 Onsite Roadways $1,730,000.00 Onsite Utilities $12,800,000.00 Offsite Utilities and Roadway Improvements $2,650,000.00 Environmental Restoration and Mitigation $7,080,000.00 Professional Fees $3,580,000.00 Total $34,790,000.00 10 Table 3 WildBlue Community Development District Estimated Sources and Uses of Funds Sources Bond Proceeds: Par Amount $19,765,000.00 Total Sources $19,765,000.00 Uses Project Fund Deposits: Project Fund $17,683,794.26 Other Fund Deposits: Debt Service Reserve Fund $1,435,905.74 Delivery Date Expenses: Underwriter's Discount $395,300.00 Costs of Issuance $250,000.00 Total Uses $19,765,000.00 Table 4 WildBlue Community Development District Benefit Allocation Total Number of ERU Weight per Percent Share of Product Type Units Unit Total ERU Total SF 52' 100 1.00 100.00 10.43% SF 66' 95 1.27 120.65 12.59% SF 72' 61 1.38 84.18 8.78% SF 75' 263 1.44 378.72 39.51% SF 85' 108 1.63 176.04 18.37% SF 102' 34 1.96 66.64 6.95% SF 140' 12 2.69 32.28 3.37% Total 673 958.51 100.00% 11 Table 5 WildBlue Community Development District Capital Improvement Program Cost Allocation Total Cost Total Number of Total Cost Total Developer Financed with Product Type Units Allocation* Contribution Bonds SF 52' 100 $3,629,591.76 $1,788,265.60 $1,841,326.17 SF 66' 95 $4,379,102.46 $2,158,100.53 $2,221,001.93 SF 72' 61 $3,055,390.35 $1,499,455.57 $1,555,934.77 SF 75' 263 $13,745,989.92 $6,757,762.40 $6,988,227.52 SF 85' 108 $6,389,533.34 $3,136,774.20 $3,252,759.14 SF 102' 34 $2,418,759.95 $1,189,730.46 $1,229,029.49 SF 140' 12 $1,171,632.22 $576,116.97 $595,515.25 Total 673 $34,790,000.00 $17,106,205.74 $17,683,794.26 * Please note that cost allocations to units herein are based on the ERU benefit allocation illustrated in Table 4 Table 6 WildBlue Community Development District Bond Assessment Apportionment Bond Annual Bond Total Bond Assessment Assessment Total Number of Assessment Apportionment Debt Service per Product Type Units Apportionment per Unit Unit* SF 52' 100 $2,058,031.84 $20,580.32 $1,559.94 SF 66' 95 $2,482,391.65 $26,130.44 $1,979.95 SF 72' 61 $1,739,052.74 $28,509.06 $2,159.95 SF 75' 263 $7,810,672.01 $29,698.37 $2,249.95 SF 85' 108 $3,635,576.36 $33,662.74 $2,549.96 SF 102' 34 $1,373,673.97 $40,402.18 $3,059.97 SF 140' 12 $665,601.44 $55,466.79 $4,200.00 Total 673 $19,765,000.00 * Included costs of collection and assumes payment in March 12 Exhibit “A” www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION Parcel in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida A tract or parcel of land lying in Sections 7, 8, 17, 18, 19 and 20, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Beginning at the East Quarter corner of said Section 8 run S01 °05'07''E along the East line of the Southeast Quarter (SE 1/4) of said Section 8 for 1,329,41 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area I, as described in a deed recorded in Instrument No. 2017000016507, Lee County Records; thence run along the Northerly and Westerly line of said Conservation Easement, Mitigation Area I, the following Thirty-nine (39) courses: N89°59'10"W for 195.70 feet; S69°37'31"E for 49.62 feet; S53°38'09"E for 22.96 feet; S48°29'06"E for 13.24 feet; S48°08'34"E for 24.32 feet; S34°26'57''E for 33.44 feet; S17°41'48"E for 41.05 feet; S13°06'47"E for 78.87 feet; So7°40'58"E for 36.50 feet; So1°24'58"W for 131.72 feet; So4°00'44"W for 273.74 feet; S20°33'55"W for 25.70 feet; S18°26'36"W for 28.54 feet; So7° 41'59"W for 28.08 feet; So3°16'19"E for 26.36 feet; So9°14'04"E for 60.95 feet; So1 °04'53"E for 39.86 feet; S10°05'08"W for 68.74 feet; S29°31'25"W for 45.80 feet; S52°26'42"W for 37.01 feet; S75° 43'32"W for 85.39 feet; S78°28'46"W for 265.05 feet; S72°50'46"W for 53.54 feet; S52°30'34"W for 40.77 feet; S36°53'oo"W for 45.13 feet; S14°52'58"W for 49.80 feet; So8°15'23"W for 178.87 feet; So5°03'55"W for 281.19 feet; So9°22'36"W for 153.74 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 455.02 feet (delta 33°42'17'') (chord bearing S22°57'46"E) (chord 263.83 feet) for 267.67 feet to a point of tangency; So6°06'37"E for 149.55 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 720.04 feet (delta 13°54'51") (chord bearing S13°04'03"E) (chord 174.43 feet) for 174.86 feet to a point of tangency; S20°01'29"E for 389.67 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 455.02 feet (delta 17°17'31") (chord bearing S11°22'43"E) (chord 136.81 feet) for 137.33 feet; So2°45'17''E along a non-tangent line for 132.64 feet to a point of curvature; Southerly along an arc of a curve to the left of radius 345.02 feet (delta 21°30'26") (chord bearing S13°30'3o"E) (chord 128.75 feet) for 129.51 feet to a point of reverse curvature; Southerly along an arc of a curve to the right of radius 85.00 feet (delta 29°24'23") (chord bearing So9°33'31"E) (chord 43.15 feet) for 43.63 feet; So3°42'13"E along a non-tangent line for 182.20 feet and S11°59'27"W for 523.10 feet; thence run N88°oo'oo"W for 104.87 feet; thence run No1°17'04"E for 327.99 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 28°25'07'') (chord bearing N12°55'29"W) (chord 61.37 feet) for 62.00 feet to a point of tangency; thence run N27°08'03"W for 227.36 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 175.00 feet (delta 31°05'54") (chord bearing N11°35'06"W) (chord 93.82 feet) for 94.98 feet to a point of tangency; thence run No3°57'51"E for 117,42 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 23°50'58") (chord bearing No7°57'39"W) (chord 51.66 feet) for 52.03 feet to a point of tangency; thence run N19°53'08"W for 455.82 feet to a point of curvature; thence run Northerly 1 11 along an arc of a curve to the right of radius 675.00 feet (delta 09° 49 13 ) (chord bearing N14°58'31"W) (chord 115.55 feet) for 115.69 feet to a point of tangency; thence run N10°03'55"W for 444.30 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 76°13'50") (chord bearing N48°10'5o"W) (chord 92.59 feet) for 99.79 feet to a point of tangency; thence run N86°17'44"W for 107.75 feet to a point of curvature; Post Office Drawer 2800 • Fort Myers, FL 33902 Phone (239) 461-3170 • Fax (239) 461-3169 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 74°32'44") (chord bearing N49°01'22"W) (chord 30.28 feet) for 32.53 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet ( delta 74°04'54") (chord bearing N48°47'27"W) (chord 90.36 feet) for 96.97 feet to a point of tangency; thence run N85°49'54"W for 703.33 feet; thence run S87°15'28"W for 133.97 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 110°21'05") (chord bearing N37°33'59"W) (chord 41.05 feet) for 48.15 feet to a point of tangency; thence run N17°36'33"E for 31.78 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 225.00 feet (delta 16°16'07'') (chord bearing No9°28'3o"E) (chord 63.67 feet) for 63.89 feet to a point of tangency; thence run No1°20'26"E for 281.53 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 87°55'32") (chord bearing N42°37'2o"W) (chord 104.13 feet) for 115.09 feet to a point of tangency; thence run N86°35'06"W for 782.57 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 85°47'00") (chord bearing N43°41'36"W) (chord 34.03 feet) for 37-43 feet to a point of tangency; thence run Noo0 48'06"W for 462.06 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 25.00 feet (delta 91°17'38") (chord bearing N44°50'43"E) (chord 35.75 feet) for 39.83 feet to a point of tangency; thence run S89°30'28"E for 143.88 feet; thence run N88°41'11"E for 66.04 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left ofradius 55.00 feet (delta 84°54'26") (chord bearing N46°13'58"E) (chord 74.25 feet) for 81.51 feet to a point of tangency; thence run No3° 46'44"E for 115.28 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 06°22'00") (chord bearing Noo0 35'45"E) (chord 113.84 feet) for 113.90 feet to a point of tangency; thence run No2°35'15"W for 145.50 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 125.00 feet (delta 35°11'54") (chord bearing N20°11'12"W) (chord 75.59 feet) for 76.79 feet to a point of tangency; thence run N37°47'09"W for 140.60 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 48°24'27") (chord bearing N61°59'23"W) (chord 61.50 feet) for 63.37 feet to a point of tangency; thence run N86°11'36"W for 343.76 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 40°44'26") (chord bearing N65°49'23"W) (chord 17,40 feet) for 17.78 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 75.00 feet (delta 39°03'54") (chord bearing N64°59'07''W) (chord 50.15 feet) for 51.14 feet to a point of tangency; thence run N84°31'04"W for 264.21 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 66°43'13") (chord bearing S62°07'19"W) (chord 82,48 feet) for 87.34 feet to a point of tangency; thence run S28° 45'43"W for 143.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 30°44'54") (chord bearing S44°08'10"W) (chord 92.79 feet) for 93.92 feet to a point of tangency; thence run S59°30'38"W for 133.65 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 125.00 feet (delta 40°20'35") (chord bearing S39°20'2o"W) (chord 86.21 feet) for 88.02 feet to a point of tangency; thence run S19°10'02"W for 2.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 75.00 feet (delta 110°16'00") (chord bearing S35°57'58"E) (chord 123.07 feet) for 144.34 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right of radius 15.00 feet (delta 86°56'34") (chord bearing S47°37'4o"E) (chord 20.64 feet) for 22.76 feet to a point of tangency; thence run So4°09'23"E for 65,44 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 55.00 feet (delta 81°50'30") (chord bearing S45°04'38"E) (chord 72.05 feet) for 78.56 feet to a point of reverse curvature; thence run Southeasterly along an arc of a Page2 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) curve to the right of radius 25.00 feet (delta 94°47'54") (chord bearing S38°35'56"E) (chord 36.80 feet) for 41.36 feet to a point of reverse curvature; thence run Southerly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°45'08") (chord bearing So6°25'26"W) (chord 167.91 feet) for 167.96 feet to a point of tangency; thence run So4°02'52"W for 83.35 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 80°29'14") (chord bearing S44°17'29"W) (chord 32.30 feet) for 35.12 feet to a point of tangency; thence run S84°32'06"W for 43.22 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 25.00 feet (delta 79°30'00") (chord bearing N55° 42'54"W) (chord 31.97 feet) for 34.69 feet to a point of reverse curvature; thence run Northwesterly along an arc of a curve to the left of radius 105.00 feet (delta 75°14'50") (chord bearing N53°35'19"W) (chord 128.20 feet) for 137.90 feet to a point of tangency; thence run S88°47'16"W for 62.79 feet to a point of curvature; thence run Westerly along an arc of a curve to the right ofradius 9,975.00 feet (delta 04°35'00") (chord bearing N88°55'14"W) (chord 797.75 feet) for 797.96 feet to a point of tangency; thence run N86°37'44"W for 38.69 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 105.00 feet (delta 62°46'57'') (chord bearing S61°58'48"W) (chord 109.38 feet) for 115.06 feet t to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the right of radius 55.00 feet (delta 59°24'41") (chord bearing S60°17'4o"W) (chord 54.51 feet) for 57.03 feet to a point of tangency; thence run N90°oo'oo"W for 238.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 85.00 feet (delta 70°22'36") (chord bearing S54°48'42"W) (chord 97.97 feet) for 104-41 feet to a point of tangency; thence run S19°37'24"W for 311.22 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 14°30'43") (chord bearing S26°52'45"W) (chord 246.29 feet) for 246.95 feet to a point of tangency; thence run S34°08'07''W for 337.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 975.00 feet (delta 19°37'52") (chord bearing S43°57'03"W) (chord 332-43 feet) for 334.06 feet to a point of tangency; thence run S53°45'59"W for 1,244.08 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 525.00 feet (delta 38°16'07'') (chord bearing S34°37'56"W) (chord 344.17 feet) for 350.65 feet to a point of tangency; thence run S15°29'52"W for 405.98 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 25.00 feet (delta 83°55'54") (chord bearing S57°27'49"W) (chord 33.43 feet) for 36.62 feet to a point of tangency; thence run N80°34'14"W for 34.34 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 81°39'24") (chord bearing S58°36'04"W) (chord 71.92 feet) for 78.38 feet to a point of tangency; thence run S17° 46'23"W for 90.68 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 100.00 feet (delta 81°42116") (chord bearing S23°04'45"E) (chord 130.82 feet) for 142.60 feet to a point of tangency; thence run S63°55'53"E for 880.47 feet to a point of curvature; thence run Easterly along an arc of a curve to the left ofradius 100.00 feet (delta 19°42'04") (chord bearing S73°46'55"E) (chord 34.22 feet) for 34.38 feet to a point of reverse curvature; thence run Southeasterly along an arc of a curve to the right ofradius 275.00 feet (delta 43°39'00") (chord bearing S61°48'27"E) (chord 204.47 feet) for 209.50 feet to a point of tangency; thence run S39°58'57''E for 16.19 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 75.00 feet (delta 31°02 123") (chord bearing S24°27'46"E) (chord 40.14 feet) for 40.63 feet to a point of compound curvature; thence run Southerly along an arc of a curve to the right of radius 175.00 feet (delta 37°44'43") (chord bearing So9°55'48"W) (chord 113.21 feet) for 115.29 feet to a point of tangency; thence run S28° 48'09"W for 43.26 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 225.00 feet (delta 26°23'45") (chord bearing S42°00'02"W) (chord 102.74 feet) for 103.66 feet to a point of tangency; thence run Page3 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) S55°11'54"W for 52.99 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 475.00 feet (delta 81°20'53") (chord bearing N84°07'39"W) (chord 619.17 feet) for 674.40 feet to a point of tangency; thence run N43°27'13"W for 184.25 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the left of radius 325.00 feet (delta 26°39'57'') (chord bearing N56°47'11"W) (chord 149.90 feet) for 151.26 feet to a point of tangency; thence run N70°07'10"W for 82.71 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 89°25'20") (chord bearing S65°10'10"W) (chord 77.39 feet) for 85.84 feet to a point of tangency; thence run S20°27'3o"W for 149.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 78°58 138") (chord bearing S59°56'49"W) (chord 44.51 feet) for 48.24 feet to a point of tangency; thence run N80°33'52"W for 76.95 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 73°28'14") (chord bearing S62°42'01"W) (chord 65.79 feet) for 70.53 feet to a point of tangency; thence run S25°57'54"W for 719.51 feet to a point of curvature; thence run Westerly along an arc of a curve to the right of radius 35.00 feet (delta 89°05154") (chord bearing S70°30'51"W) (chord 49.11 feet) for 54.43 feet to a point of reverse curvature; thence run Westerly along an arc of a curve to the left of radius 45.00 feet (delta 77°53'32") (chord bearing S76°07'02"W) (chord 56.57 feet) for 61.18 feet to a point of tangency; thence run S37°10'16"W for 317.27 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 35.00 feet (delta 55°50'05") (chord bearing S65°05'19"W) (chord 32.77 feet) for 34.11 feet to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 75.00 feet (delta 51°38'09") (chord bearing S67°11'17''W) (chord 65.33 feet) for 67.59 feet to a point of tangency; thence run S41°22'13"W for 463.38 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 38°33'50") (chord bearing S22°05'17''W) (chord 82.55 feet) for 84.13 feet to a point of tangency; thence run So2° 48'22"W for 115.05 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 40.00 feet (delta 89°43'03") (chord bearing S42°03'09"E) (chord 56.43 feet) for 62.63 feet to a point of tangency; thence run S86°54'41"E for 300.04 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 115.00 feet (delta 47°56'53") (chord bearing N69°06'53"E) (chord 93.45 feet) for 96.24 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 50.00 feet (delta 53°36'02") (chord bearing N71°56'27"E) (chord 45.09 feet) for 46.78 feet to a point of tangency; thence run S81°15'32"E for 538.83 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 2,025.00 feet (delta 04°08'08") (chord bearing S83°19'36"E) (chord 146.14 feet) for 146.17 feet to a point of tangency; thence run S85°23'41"E for 296.12 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 175.00 feet (delta 17°19'21") (chord bearing N85°56'39"E) (chord 52.71 feet) for 52.91 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 225.00 feet (delta 19°32'48") (chord bearing N87°03'23"E) (chord 76.39 feet) for 76.76 feet to a point of tangency; thence run S83°10'13"E for 512.33 feet to a point of curvature; thence run 1 11 Easterly along an arc of a curve to the right of radius 1,475.00 feet (delta 05° 45 32 ) (chord bearing S80°17'28"E) (chord 148.19 feet) for 148.25 feet to a point of tangency; thence run S77°24'42"E for 220.11 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 125.00 feet (delta 23°59'07'') (chord bearing S89°24'15"E) (chord 51.95 feet) for 52.33 feet to a point of reverse curvature; thence run Easterly along an arc of a curve to the right of radius 125.00 feet (delta 24°18'51") (chord bearing S89°14'23"E) (chord 52.65 feet) for 53.04 feet to a point of tangency; thence run S77°04'58"E for 182.20 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 375.00 feet (delta 21°55'47") (chord bearing S88°02'52"E) (chord 142.66 feet) for 143.53 feet to a point of reverse curvature; Page4 ,vww.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run Easterly along an arc of a curve to the right of radius 325.00 feet (delta 15°53'40") (chord bearing N88°56'05"E) (chord 89.87 feet) for 90.16 feet to a point of tangency; thence run S83°07'05"E for 525.38 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 67.00 feet (delta 128°31'46") (chord bearing N32°37'02"E) (chord 120.71 feet) for 150.30 feet to a point of tangency; thence run N31°38'51"W for 54.90 feet to a point of curvature; thence run Northwesterly along an arc of a curve to the right of radius 975.00 feet (delta 15°05'48") (chord bearing N24°05'57''W) (chord 256.16 feet) for 256.90 feet to a point of tangency; thence run N16°33'03"W for 273.87 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 53°50'18") (chord bearing N10°22'06"E) (chord 67.91 feet) for 70.47 feet to a point of tangency; thence run N37°17'15"E for 385.52 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 26°05'30") (chord bearing N50°2o'oo"E) (chord 33.86 feet) for 34.15 feet to a point of tangency; thence run N63°22'45"E for 95.98 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the left of radius 95.00 feet (delta 59°20'24") (chord bearing N33°42'32"E) (chord 94.05 feet) for 98.39 feet to a point of tangency; thence run No4°02'2o"E for 17.62 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 825.00 feet (delta 09°37'11") (chord bearing Noo0 46'15"W) (chord 138.35 feet) for 138.51 feet to a point of tangency; thence run No5°34'51"W for 96.94 feet to a point of curvature; thence run Northerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°31'33") (chord bearing No9°50'37''W) (chord 152.38 feet) for 152.52 feet to a point of tangency; thence run N14°06'23"W for 137,47 feet to a point of curvature; thence run Northerly along an arc of a curve to the right of radius 75.00 feet (delta 29°57'54") (chord bearing Noo0 52'34"E) (chord 38.78 feet) for 39.22 feet to a point of tangency; thence run N15°51'31"E for 540.62 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 75.00 feet (delta 80°17'48") (chord bearing N56°00'24"E) (chord 96.72 feet) for 105.11 feet to a point of tangency; thence run S83°50'42"E for 516.23 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 775.00 feet (delta 23°20'01") (chord bearing S72°10'41"E) (chord 313,44 feet) for 315.62 feet to a point of tangency; thence run S60°30'41"E for 250.77 feet to a point of curvature; thence run 1 11 Southeasterly along an arc of a curve to the right of radius 175.00 feet (delta 54° 45 50 ) (chord bearing S33°07'46"E) (chord 160.97 feet) for 167.27 feet to a point of tangency; thence run So5°44'51"E for 315.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 125.00 feet (delta 31°40'54") (chord bearing S10°05'36"W) (chord 68.24 feet) for 69.12 feet to a point of tangency; thence run S25°56'03"W for 194.92 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 1,025.00 feet (delta 08°19'04") (chord bearing S21°46'31"W) (chord 148.67 feet) for 148.80 feet to a point of tangency; thence run S17°36'59"W for 19.12 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 75.00 feet (delta 43°12'25") (chord bearing S39°13'12"W) (chord 55.23 feet) for 56.56 feet to a point of tangency; thence run S6o0 49'24"W for 511.56 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 55.00 feet (delta 100°29'06") (chord bearing S10°34'51"W) (chord 84.56 feet) for 96.46 feet to a point of tangency; thence run S39°39'41"E for 191.03 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 55.00 feet (delta 64°09'20") (chord bearing S71°44'21"E) (chord 58.42 feet) for 61.58 feet to a point of tangency; thence run N76°10'58"E for 103.98 feet; thence run S22°06'17''W for 384.89 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 175.00 feet (delta 25°20'50") (chord bearing S34°46'42"W) (chord 76.79 feet) for 77.42 feet to a point of tangency; thence run S47°27'07''W for 160.73 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 1,525.00 feet (delta 10°29'23") (chord Pages www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) bearing S42°12'25"W) (chord 278.81 feet) for 279.20 feet to a point of tangency; thence run S36°57'44"W for 225.13 feet; thence run S59°57'4o"E for 651.72 feet; thence run S62°28'13"E for 513.06 feet; thence run S84°09'06"E for 109.77 feet to the Westerly most corner of a Conservation Easement, Mitigation Area J-5, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run S72°20'38"W for 199.78 feet to the Northerly most corner of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run N59°00'09"W for 220.11 feet; thence run N60°18'15"W for 1,043.19 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 107°14'59") (chord bearing S66°04'15"W) (chord 88.57 feet) for 102.95 feet to a point of tangency; thence run S12°26'46"W for 331.68 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right of radius 45.00 feet (delta 59°51'09") (chord bearing S42°22'21"W) (chord 44.90 feet) for 47.01 to a point of reverse curvature; thence run Southwesterly along an arc of a curve to the left of radius 55.00 feet (delta 53°17'32") (chord bearing S45°39'09"W) (chord 49.33 feet) for 51.16 feet to a point of tangency; thence run S19°00'23"W for 41.52 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 605.00 feet (delta 05°26'26") (chord bearing S16°17'10"W) (chord 57.43 feet) for 57.45 feet; thence run N88°58'18"W along a non tangent line for 20.47 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 625.00 feet (delta 13°24'44") (chord bearing So6°27'09"W) (chord 145.97 feet) for 146.31 feet to a point of tangency; thence run Soo0 15'14"E for 248.25 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 125.00 feet (delta 32° 46'30") (chord bearing S16°38'28"E) (chord 70.53 feet) for 71.50 feet to a point of tangency; thence run S33°01'43"E for 116.53 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 75.00 feet (delta 37°11'42") (chord bearing S14°25'52"E) (chord 47.84 feet) for 48.69 feet to a point of tangency; thence run So4°09'59"W for 95.83 feet to a point of curvature; thence run Southerly along an arc of a curve to the left of radius 825.00 feet (delta 14°12'12") (chord bearing So2°56'07''E) (chord 203.99 feet) for 204.51 feet to a point of tangency; thence run S10°02'13"E for 639.07 feet to a point of curvature; thence run Southerly along an arc of a curve to the right of radius 1,475.00 feet (delta 09° 48'35") (chord bearing So5°07'55"E) (chord 252.23 feet) for 252.54 feet to a point of tangency; thence run Soo0 13'37"E for 330.01 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the right ofradius 5.00 feet (delta 89°47'59") (chord bearing S44°40'22"W) (chord 7.06 feet) for 7.84 feet to a point of tangency; thence run S89°34'22"W for 177.62 feet to a point of curvature; thence run Westerly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°47'39") (chord bearing S86°10'32"W) (chord 180.73 feet) for 180.83 feet to a point of tangency; thence run S82° 46'43"W for 328.63 feet to a point of curvature; thence run Southwesterly along an arc of a curve to the left of radius 175.00 feet (delta 104°09'44") (chord bearing S30° 41'51"W) (chord 276.11 feet) for 318.15 feet to a point of tangency; thence run S21°23'01"E for 360.35 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 1,525.00 feet (delta 06°00'16") (chord bearing S24°23'09"E) (chord 159.74 feet) for 159.82 feet to a point of tangency; thence run S27°23'17''E for 421.97 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the left of radius 105.00 feet (delta 65°32'07'') (chord bearing S60°09'21"E) (chord 113.66 feet) for 120.10 feet to a point of tangency; thence run N87°04'36"E for 460.68 feet to a point of curvature; thence run Easterly along an arc of a curve to the left of radius 1,525.00 feet (delta 05°19 150") (chord bearing N84°24'41"E) (chord 141.83 feet) for 141.88 feet to a point of tangency; thence run N81°44'46"E for 504.82 feet; thence run Soo0 oo'oo"W for 36.63 feet to an intersection with the Northerly line of a Conservation Easement, Mitigation Area J-4, as described in a deed recorded in Instrument No. 2017000016508, Lee County Records; thence run along the Northerly and Page6 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Westerly line of said Conservation Easement, Mitigation Area J-4, the following Fifty-one (51) course: S46°03'15"W for 16.27 feet to a point on a non-tangent curve; thence run Southerly along an arc of a curve to the left of radius 80.90 feet (delta 52°50'29") (chord bearing So8°53'23"W) (chord 72.00 feet) for 74.61 feet; So2°55'07''E along a non-tangent line for 102-47 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 75.00 feet ( delta 77°33'35") (chord bearing So2°39'53"E) (chord 93.95 feet) for 101.53 feet; So3°08'31"E along a non-tangent line for 104.95 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 50.76 feet (delta 93°09'07'') (chord bearing S41°28'44"W) (chord 73.73 feet) for 82.52 feet; S85°47'25"W along a non-tangent line for 6.49 feet; S86°58'15"W for 43.64 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the right of radius 85.21 feet (delta 39° 41'56") (chord bearing S14°36'12"E) (chord 57.87 feet) for 59.04 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 112.81 feet (delta 88°31'59") (chord bearing S49°03'14"W) (chord 157.48 feet) for 174.31 feet to a point of tangency; N86° 40'46"W for 37.88 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 384.67 feet (delta 04°25'40") (chord bearing N88°23'26"W) (chord 29.72 feet) for 29.73 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 467.46 feet (delta 14°35'09") (chord bearing S85°08'57''W) (chord 118.68 feet) for 119.00 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 527.77 feet (delta 07°26'29") (chord bearing S73°23'57''W) (chord 68.50 feet) for 68.55 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 1,303.55 feet (delta 05°34'29") (chord bearing S71°24'02"W) (chord 126.78 feet) for 126.83 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 157.51 feet (delta 19°00'00") (chord bearing S80°11'21"W) (chord 51.99 feet) for 52.23 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the left of radius 8,453.34 feet (delta 00°37'21") (chord bearing S83°13'56"W) (chord 91.83 feet) for 91.83 feet to a point of reverse curvature; Westerly along an arc of a curve to the right of radius 1,196.95 feet (delta 11°08'03") (chord bearing S88°29'17''W) (chord 232.23 feet) for 232.60 feet to a point of compound curvature; Westerly along an arc of a curve to the right of radius 704.33 feet (delta 20°08'59") (chord bearing N75°52'12"W) (chord 246-43 feet) for 247.70 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 1,365.10 feet (delta 06°26'16") (chord bearing N62°34'34"W) (chord 153.31 feet) for 153.39 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 291.89 feet (delta 34°24'15") (chord bearing N42°09'19"W) (chord 172.65 feet) for 175.27 feet to a point on a non-tangent curve; Northerly along an arc of a curve to the right of radius 71.65 feet (delta 17° 49'54") (chord bearing N19° 41'07''W) (chord 22.21 feet) for 22.30 feet to a point on a non tangent curve; Northerly along an arc of a curve to the right of radius 59.61 feet (delta 76°31'16") (chord bearing N18°46'44"E) (chord 73.82 feet) for 79.61 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 905.05 feet (delta 15°01 145") (chord bearing N42°33'41"W) (chord 236.72 feet) for 237-40 feet to a point on a non-tangent curve; Southwesterly along an arc of a curve to the right of radius 77.61 feet (delta 37°04'17") (chord bearing S47°08'32"W) (chord 49.34 feet) for 50.21 feet to a point on a non-tangent curve; Westerly along an arc of a curve to the right of radius 135.38 feet (delta 25°04'58") (chord bearing N84°06'43"W) (chord 58.79 feet) for 59.27 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 467.73 feet (delta 14°07'02") (chord bearing N64°30'43"W) (chord 114.95 feet) for 115.25 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 194.05 feet (delta 17°03'31") (chord bearing N48°55'26"W) (chord 57.56 feet) for 57.78 feet to a point of compound curvature; Northwesterly along an arc of a curve to the right of radius 16,554.26 feet (delta 00°13'19") (chord bearing N40°17'01"W) (chord 64.10 feet) for 64.10 feet to a point on a non-tangent curve; Page7 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) Northwesterly along an arc of a curve to the left of radius 132.08 feet (delta 24°43'54") (chord bearing N52°32'19"W) (chord 56.57 feet) for 57.01 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 150.72 feet (delta 30°38'47") (chord bearing N49°34'52"W) (chord 79.66 feet) for 80.62 feet to a point on a non-tangent curve; Northwesterly along an arc of a curve to the right of radius 134,41 feet (delta 07°39'36") (chord bearing N31°18'22"W) (chord 17.96 feet) for 17.97 feet to a point of reverse curvature and Westerly along an arc of a curve to the left ofradius 50.00 feet (delta 114°09'39") (chord bearing N84°33'23"W) (chord 83.95 feet) for 99.63 feet to a point of compound curvature; Southwesterly along an arc of a curve to the left of radius 1,275.06 feet (delta 25°06'21") (chord bearing S25°48'37"W) (chord 554.25 feet) for 558.71 feet to a point on a non-tangent curve; Southerly along an arc of a curve to the left of radius 582.03 feet (delta 36°50'51") (chord bearing So8°02'26"E) (chord 367.89 feet) for 374.31 feet; N67°07'2o"E along a non-tangent line for 63.59 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 166.29 feet (delta 41°54'05") (chord bearing N83°27'38"E) (chord 118.92 feet) for 121.61 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 169.46 feet (delta 31°20'40") (chord bearing S65°43'41"E) (chord 91.55 feet) for 92.70 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the right of radius 589.08 feet (delta 11°13'22") (chord bearing S55°02'06"E) (chord 115.20 feet) for 115.39 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 1,146.62 feet (delta 07°21'35") (chord bearing S53°05'55"E) (chord 147.18 feet) for 147.29 feet; S58°47'21"E along a non-tangent line for 30.00 feet; S65°12'42"E for 36.23 feet; S69°23'56"E for 36.80 feet to a point on a non-tangent curve; Easterly along an arc of a curve to the right of radius 262.16 feet (delta 07°13'22") (chord bearing S67°11'09"E) (chord 33.03 feet) for 33.05 feet to a point of compound curvature; Southeasterly along an arc of a curve to the right of radius 1,872.88 feet (delta 04°37'23") (chord bearing S61°15'46"E) (chord 151.08 feet) for 151.12 feet to a point on a non-tangent curve; Southeasterly along an arc of a curve to the left of radius 124.47 feet (delta 08°59'25") (chord bearing S54°36'32"E) (chord 19.51 feet) for 19.53 feet to a point on a non tangent curve; Southeasterly along an arc of a curve to the right of radius 173.75 feet (delta 32°30'29") (chord bearing S43°13'27"E) (chord 97.26 feet) for 98.58 feet; S28°20'22"E along a non-tangent line for 129.11 feet to a point of curvature; Southeasterly along an arc of a curve to the left of radius 238.65 feet (delta 69°24'28") (chord bearing S63°02'36"E) (chord 271.74 feet) for 289.09 feet to a point of reverse curvature; Southeasterly along an arc of a curve to the right of radius 108.13 feet (delta 71°09'33") (chord bearing S62°10'04"E) (chord 125.83 feet) for 134.30 feet and S29°26'44"E along a non-tangent line for 143.97 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line of said Corkscrew Road for 815.21 feet to an intersection with the South line of the Southeast Quarter (SE 1/4) of said Section 19; thence run S89°22'06"W along said South line for 1,649.44 feet; thence run No4°16'08"E for 2,407.17 feet to an intersection with the Southeasterly line of a Conservation Easement, Mitigation Area Et, as described in a deed recorded in Instrument No. 2017000016504, Lee County Records; thence run S73°15'13"W along said Southeasterly line for 2,634.49 feet to an intersection with the East line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 730, at Page 622, Lee County Records; thence run along the East line of said right of way the following three (3) courses: Noo 0 48'32"W for 978.84 feet; N 00° 49'48"W for 2,639.95 feet and Noo0 51'06"W for 887.98 feet to an intersection with the North line of the South 890.43 feet of said Section 18; thence run S89°23'53"W along said North line for 235.00 feet to an intersection with the West line of a Right of Way Agreement (Florida Power and Light Co.) as described in a deed recorded in Official Records Book 221, at Page 191, Lee County Records; Page8 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) thence run along West line of said right of way agreement the following two (2) courses: Noo0 51'06"W for 1,919.98 feet and Noo0 50'43"W for 2,725.01 feet to an intersection with the Southerly line of lands as described in a deed recorded in Instrument No. 2016000186921, Lee County Records; thence run along the Southerly and Easterly line of said lands the following ten (10) courses: N89°09'13"E for 352.34 feet; S49°04'56"E for 32.52 feet; S56°00'04"E for 671.83 feet; S78°37'05"E for 581.11 feet; N43° 48'39"E for 800.04 feet; N22°12'13"E for 426.32 feet; N63°23'3o"E for 468-43 feet; N43° 48'39"E for 3,780.99 feet; No3° 42'39"W for 1,427.62 feet and No1°00'27"W for 223.26 feet to an intersection with the Southerly right of way line of Alico Road, (100 feet wide right of way), as described in a deed recorded in Official Records Book 399, at Page 334, Lee County Records; thence run N88°59'3o"E along said Southerly right of way line for 4,905.16 feet to an intersection with the East line of the Northeast Quarter (NE 1/4) of said Section 8; thence run So1°05'11"E along said East line for 2,311.30 feet to the POINT OF BEGINNING. Containing 1,563.17 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the East line of the Southeast Quarter (SE 1/4) of said Section 8 to bear Soi 0 05'07''E. LESS AND EXCEPT: A tract or parcel of land being a portion of Tract "F-2" of the record plat of "WILD BLUE PHASE 2", recorded in Instrument No. 2018000070231, of the Public Records of Lee County, Florida, lying in Section 19, Township 46 South, Range 26 East, Lee County, Florida, said tract or parcel of land being more particularly described as follows: Commencing at the Southerly Most corner of said Tract "F-2" run N89°22'06"E along the South line of said Tract "F-2", also being the South line of the Southeast Quarter (SE 1/4) of said Section 19 for 928.83 feet and the POINT OF BEGINNING. From said Point of Beginning run Noo0 37'54"W for 423-47 feet to a point of curvature; thence run Northeasterly along an arc of a curve to the right of radius 50.00 feet (delta 90°00'00") (chord bearing N44°22'06"E) (chord 70.71 feet) for 78.54 feet to a point of tangency; thence run N89°22'06"E for 286.01 feet; thence run N35°20'54"E for 249.64 feet to a point on a non-tangent curve; thence run Southeasterly along an arc of a curve to the left of radius 1,045.00 feet (delta 00°32'07'') (chord bearing S58°06'32"E) (chord 9.76 feet) for 9.76 feet to a point of tangency; thence run S58°22'36"E for 63.70 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 355.00 feet (delta 22°27'53") (chord bearing S47°08'39"E) (chord 138.30 feet) for 139.19 feet to a point of compound curvature; thence run Southeasterly along an arc of a curve to the right of radius 655.00 feet (delta 07° 41'45") (chord bearing S32°03'51"E) (chord 87.91 feet) for 87.98 feet to a point of tangency; thence run S28°12'58"E for 102.80 feet; thence run N61°47'02"E for 21.00 feet to a point of curvature; thence run Easterly along an arc of a curve to the right of radius 21.00 feet (delta 90°00'00") (chord bearing S73°12'58"E) (chord 29.70 feet) for 32.99 feet to a point of tangency; thence run S28°12'58"E for 295.65 feet to a point of curvature; thence run Southeasterly along an arc of a curve to the right of radius 36.00 feet (delta 11°46'38") (chord bearing S22°19'39"E) (chord 7.39 feet) for 7-40 feet to an intersection with the Northerly right of way line of Corkscrew Road, Parcel 102A, as described in a deed recorded in Instrument No. 2008000174785, Lee County Records; thence run S61°47'02"W along said Northerly right of way line for 230.77 feet to an intersection with said Page9 www.barraco.net Civil Engineers, Land Surveyors and Planners DESCRIPTION (CONTINUED) South line of the Southeast Quarter (SE 1/4) of Section 19; thence run S89°22'06"W along said the South line for 720.61 feet to the POINT OF BEGINNING. Containing 9.81 acres, more or less. Bearings hereinabove mentioned are State Plane for the Florida West Zone (1983/NSRS 2007) and are based on the South line of said Tract "F-2" to bear N89°22'06"E. Net area is 1,553.36 acres, more or less. .Jcg;-iz VL 1z/13/,p, Scott A. Wheeler (For The Firm) Professional Surveyor and Mapper Florida Certificate No. 5949 L:\23620\Docs\Descriptions - Original Boundary L&E Commercial.doc Page 10 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 3H RESOLUTION 2019-05 A RESOLUTION OF THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING DISTRICT PROJECTS FOR CONSTRUCTION AND/OR ACQUISITION OF INFRASTRUCTURE IMPROVEMENTS; EQUALIZING, APPROVING, CONFIRMING, AND LEVYING SPECIAL ASSESSMENTS ON PROPERTY SPECIALLY BENEFITED BY SUCH PROJECTS TO PAY THE COST THEREOF; PROVIDING FOR THE PAYMENT AND THE COLLECTION OF SUCH SPECIAL ASSESSMENTS BY THE METHODS PROVIDED FOR BY CHAPTERS 170, 190 AND 197, FLORIDA STATUTES; CONFIRMING THE DISTRICT'S INTENTION TO ISSUE SPECIAL ASSESSMENT BONDS; MAKING PROVISIONS FOR TRANSFERS OF REAL PROPERTY TO HOMEOWNERS ASSOCIATIONS, PROPERTY OWNERS ASSOCIATION AND/OR GOVERNMENTAL ENTITIES; PROVIDING FOR THE RECORDING OF AN ASSESSMENT NOTICE; PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE. RECITALS WHEREAS, WildBlue Community Development District (the “District”) previously indicated its intention to construct certain types of infrastructure improvements and to finance such infrastructure improvements through the issuance of bonds, which bonds would be repaid by the imposition of special assessments on benefited property within the District; and WHEREAS, the District Board of Supervisors (the “Board”) noticed and conducted a public hearing pursuant to Chapters 170, 190 and 197, Florida Statutes, relating to the imposition, levy, collection and enforcement of such assessments. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT AS FOLLOWS: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to Chapters 170, 190 and 197, Florida Statutes, including without limitation, Section 170.08, Florida Statutes. SECTION 2. FINDINGS. The Board hereby finds and determines as follows: (a) The District is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended. (b) The District is authorized by Chapter 190, Florida Statutes, to finance, fund, plan, 1 establish, acquire, install, equip, operate, extend, construct, or reconstruct certain drainage and surface water management systems, onsite public roadways, onsite utilities, offsite utilities and roadway improvements, and other infrastructure projects and services necessitated by the development of, and serving lands within, the District. (c) The District is authorized by Chapter 190, Florida Statutes, to levy and impose special assessments to pay all, or any part of, the cost of such infrastructure projects and services and to issue capital improvement revenue bonds payable from such special assessments as provided in Chapters 170, 190 and 197, Florida Statutes. (d) It is necessary to the public health, safety and welfare and in the best interests of the District that: (i) the District provide the Project (the “Project”), the nature and location of which was initially described in Resolution 2019-01 and is shown in the Engineer’s Report dated December 20, 2018 (the “Engineer’s Report”), and which Project’s plans and specifications are on file in the District’s records office at 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431; (ii) the cost of such Project be assessed against the lands specially benefited by such Project; and (iii) the District issue bonds to provide funds for such purposes pending the receipt of such special assessments. (e) The provision of said Project, the levying of such Special Assessments (hereinafter defined) and the sale and issuance of such bonds serves a proper, essential, and valid public purpose and is in the best interests of the District, its landowners and residents. (f) In order to provide funds with which to pay all or a portion of the costs of the Project which are to be assessed against the benefitted properties, pending the collection of such Special Assessments, it is necessary for the District from time to time to sell and issue its Special Assessment Bonds, in one or more series (the “Bonds”). (g) By Resolution 2019-01, the Board determined to provide the Project and to defray the costs thereof by making Special Assessments on benefited property and expressed an intention to issue Bonds, notes or other specific financing mechanisms to provide all or a portion of the funds needed for the Project prior to the collection of such Special Assessments. Resolution 2019-01 was adopted in compliance with the requirements of Section 170.03, Florida Statutes, and prior to the time it was adopted, the requirements of Section 170.04, Florida Statutes, had been met. (h) As directed by Resolution 2019-01 said Resolution 2019-01 was published as required by Section 170.05, Florida Statutes, and a copy of the publisher’s affidavit of publication is on file with the Secretary of the Board. (i) As directed by Resolution 2019-01, a preliminary assessment roll was adopted and filed with the Board as required by Section 170.06, Florida Statutes. (j) As required by Section 170.07, Florida Statutes, upon completion of the preliminary 2 assessment roll, the Board adopted Resolution 2019-02 fixing the time and place of a public hearing at which owners of the property to be assessed and other persons interested therein may appear before the Board and be heard as to: (i) the propriety and advisability of making the infrastructure improvements constituting the Project, (ii) the cost thereof, (iii) the manner of payment therefore, and (iv) the amount thereof to be assessed against each specially benefited property or parcel and provided for publication of notice of such public hearing and individual mailed notice in accordance with Chapters 170, 190 and 197, Florida Statutes. (k) Notice of such public hearing was given by publication and also by mail as required by Section 170.07, Florida Statutes. Affidavits as to such publications and mailings are on file in the office of the Secretary of the Board. (l) On January 24, 2019, at the time and place specified in Resolution 2019-02, and notice referred to in paragraph (k) above, the Board met as an Equalization Board and heard and considered all complaints and testimony as to the matters described in paragraph (j) above. The Board has made such modifications in the preliminary assessment roll as it deems necessary, just and right in the making of the final assessment roll. (m) Having considered the estimated costs of the Project, estimates of financing costs and all complaints and evidence presented at such public hearing, the Board of Supervisors of the District further finds and determines: (i) that the estimated costs of the Project are as specified in the Engineer’s Report (attached as Exhibit A hereto and incorporated herein by this reference), which Engineer’s Report is hereby adopted and approved, and that the amount of such costs is reasonable and proper; and (ii) it is reasonable, proper, just and right to assess the cost of such Project against the properties within the District specially benefited thereby using the method determined by the Board set forth in the Master Special Assessment Methodology Report, dated December 21, 2018 (the “Assessment Report”) attached hereto as Exhibit B and incorporated herein by this reference, which results in allocation of assessments in the manner set forth in the final assessment roll included therein (the “Special Assessments”); and (iii) it is hereby declared that the Project will constitute a special benefit to all parcels of real property listed on said final assessment roll and that the benefit, in the case of each such parcel, will be equal to or in excess of the Special Assessments thereon when allocated as set forth in Exhibit B; and (iv) it is in the best interests of the District that the Special Assessments be paid and collected as herein provided. 3 SECTION 3. AUTHORIZATION OF DISTRICT PROJECT. That certain Project for construction of infrastructure improvements initially described in Resolution 2019-01, and more specifically identified and described in Exhibit A attached hereto, is hereby authorized and approved and the proper officers, employees and/or agents of the District are hereby authorized and directed to take such further action as may be necessary or desirable to cause the same to be made. SECTION 4. ESTIMATED COST OF IMPROVEMENTS. The total estimated costs of the Project and the costs to be paid by Special Assessments on all specially benefited property are set forth in Exhibits A and B, respectively, hereto. SECTION 5. EQUALIZATION, APPROVAL, CONFIRMATION AND LEVY OF SPECIAL ASSESSMENTS. The Special Assessments on parcels specially benefited by the Project, all as specified in the final assessment roll set forth in Exhibit B, attached hereto, are hereby equalized, approved, confirmed and levied. Immediately following the adoption of this Resolution these Special Assessments, as reflected in Exhibit B, attached hereto, shall be recorded by the Secretary of the Board of the District in a special book, to be known as the “Improvement Lien Book.” The Special Assessment or assessments against each respective parcel shown on such final assessment roll and interest, costs and penalties thereon, as hereafter provided, shall be and shall remain a legal, valid and binding first lien on such parcel until paid and such lien shall be coequal with the lien of all state, county, district, municipal or other governmental taxes and superior in dignity to all other liens, titles, and claims. Prior to the issuance of any bonds, including refunding bonds, the District may, by subsequent resolution, adjust the acreage assigned to particular parcel identification numbers listed on the final assessment roll to reflect accurate apportionment of acreage within the District amongst individual parcel identification numbers. The District may make any other such acreage and boundary adjustments to parcels listed on the final assessment roll as may be necessary in the best interests of the District as determined by the Board by subsequent resolution. Any such adjustment in the assessment roll shall be consistent with the requirements of law. In the event the issuance of bonds, including refunding bonds, by the District would result in a decrease of the Special Assessments, then the District shall by subsequent resolution, adopted within sixty (60) days of the sale of such bonds at a publicly noticed meeting and without the need for further public hearing, evidence such a decrease and amend the final assessment roll as shown in the Improvement Lien Book to reflect such a decrease. SECTION 6. FINALIZATION OF SPECIAL ASSESSMENTS. When the entire Project has both been constructed or otherwise provided to the satisfaction of the Board, the Board shall adopt a resolution accepting the same and determining the actual costs (including financing costs) thereof, as required by Sections 170.08 and 170.09, Florida Statutes. Pursuant to the provisions of Section 170.08, Florida Statutes, regarding completion of a project funded by a particular series of bonds, the District shall credit to each Special Assessment the difference, if any, between the Special Assessment as hereby made, approved and confirmed and the actual costs incurred in completing the Project. In making such credits, no credit shall be given for bond financing costs, capitalized interest, funded reserves or bond discounts. Such credits, if any, shall be entered in the Improvement Lien Book. Once the final amount of Special Assessments for the entire Project has 4 been determined, the term “Special Assessment” shall, with respect to each parcel, mean the sum of the costs of the Project. SECTION 7. PAYMENT OF SPECIAL ASSESSMENTS AND METHOD OF COLLECTION. (a) The Special Assessments may be paid in not more than thirty (30) substantially equal consecutive annual installments of principal and interest. The Special Assessments may be paid in full without interest at any time within thirty (30) days after the completion of the Project and the adoption by the Board of a resolution accepting the Project; provided, however, that the Board shall at any time make such adjustments by resolution, at a noticed meeting of the Board, to that payment schedule as may be necessary and in the best interests of the District to account for changes in long and short term debt as actually issued by the District. At any time subsequent to thirty (30) days after the Project has been completed and a resolution accepting the Project has been adopted by the Board, the Special Assessments may be prepaid in full including interest amounts to the next succeeding interest payment date or to the second succeeding interest payment date if such a prepayment is made within forty-five (45) calendar days before an interest payment date. The owner of property subject to Special Assessments may prepay the entire remaining balance of the Special Assessments or, one time, a portion of the remaining balance of the Special Assessment at any time if there is also paid, in addition to the prepaid principal balance of the Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount on the next succeeding interest payment date, or, if prepaid during the forty-five (45) day period preceding such interest payment date, to the interest payment date following such next succeeding interest payment date. Prepayment of Special Assessments does not entitle the property owner to any discounts for early payment. (b) The District may elect to use the method of collecting Special Assessments authorized by Sections 197.3632 and 197.3635, Florida Statutes (the “Uniform Method”). The District has heretofore taken or will use its best efforts to take as timely required, any necessary actions to comply with the provisions of said Sections 197.3632 and 197.3635, Florida Statutes. Such Special Assessments may be subject to all of the collection provisions of Chapter 197, Florida Statutes. Notwithstanding the above, in the event the Uniform Method of collecting its special or non-ad valorem assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Special Assessments may be collected as is otherwise permitted by law. The District may, in its sole discretion, collect Special Assessments by directly assessing landowner(s) and enforcing said collection in any manner authorized by law. Such special assessments shall at all times be collected in a manner consistent with applicable trust indenture. (c) For each year the District uses the Uniform Method, the District shall enter into an agreement with the Tax Collector of Lee County who may notify each owner of a lot or parcel within the District of the amount of the special assessment, including interest thereon, in the manner provided in Section 197.3635, Florida Statutes. SECTION 8. APPLICATION OF TRUE-UP PAYMENTS. 5 (a) There may be required from time to time certain true-up payments as specified the Assessment Report and in supplemental assessment methodology reports. As parcels of land or lots are platted or subject to site plan approval, the Special Assessments securing the Bonds shall be allocated as set forth in such reports. In furtherance thereof, at such time as parcels or land or lots are platted or subject to site plan approval, it shall be an express condition of the lien established by this Resolution that any and all initial plats or site plans of any portion of the lands within the District, as the District’s boundaries may be amended from time to time, shall be presented to the District Manager for review, approval and calculation of the percentage of acres and numbers of units which will be, after the plat, considered to be developed. No further action by the Board of Supervisors shall be required. The District’s review shall be limited solely to this function and the enforcement of the lien established by this Resolution. The District Manager shall cause the Special Assessments to be reallocated to the units being platted and the remaining property in accordance with such the Assessment Report and supplemental assessment methodology reports, cause such reallocation to be recorded in the District’s Improvement Lien Book, and shall perform the true-up calculations described in supplemental assessment methodology report which process is incorporated herein as if fully set forth. Any resulting true-up payment shall become due and payable that tax year by the landowner(s) of record of the remaining property, in addition to the regular assessment installment payable with respect to the remaining developable acres. (b) The District will take all necessary steps to ensure that true-up payments are made in a timely fashion to ensure its debt service obligations are met. The District shall record all true-up payments in its Improvement Lien Book. (c) The foregoing is based on the District’s understanding with Lennar Homes, LLC that it intends to develop the unit numbers and types shown in Exhibit B, on the net developable acres and is intended to provide a formula to ensure that the appropriate ratio of the Special Assessments to developable acres is maintained if fewer units are developed. However, no action by the District prohibits more than the maximum units shown in Exhibit B from being developed. In no event shall the District collect Special Assessments pursuant to this Resolution in excess of the total debt service related to the Project, including all costs of financing and interest. The District recognizes that such events as regulatory requirements and market conditions may affect the timing and scope of the development in the District. If the strict application of the True-Up Methodology to any assessment reallocation pursuant to this paragraph would result in Special Assessments collected in excess of the District’s total debt service obligation for the Project, the Board shall by resolution take appropriate action to equitably reallocate the Special Assessments. Further, upon the District’s review of the final plat for the developable acres, any unallocated Special Assessments shall become due and payable and must be paid prior to the District’s approval of that plat. (d) The application of the monies received from true-up payments or assessments to the actual debt service obligations of the District, whether long term or short term, shall be set forth in the supplemental assessment resolution adopted for each series of Bonds actually issued. Such 6 subsequent resolution shall be adopted at a noticed meeting of the District, and shall set forth the actual amounts financed, costs of issuance, expected costs of collection, and the total amount of the assessments pledged to that issue, which amount shall be consistent with the lien imposed by this Resolution. SECTION 9. PROPERTY OWNED BY HOMEOWNERS ASSOCIATIONS, PROPERTY OWNERS ASSOCIATIONS OR GOVERNMENTAL ENTITIES. Property owned by units of local, state, and federal government shall not be subject to the Special Assessments without specific consent thereto. In addition, property owned by a property owners association or homeowners association that is exempt from special assessments under Florida law shall not be subject to the Special Assessments. If at any time, any real property on which Special Assessments are imposed by this Resolution is sold or otherwise transferred to a unit of local, state, or federal government (without consent of such governmental unit to the imposition of Special Assessments thereon), all future unpaid Special Assessments for such tax parcel shall become due and payable immediately prior to such transfer without any further action of the District. SECTION 10. ASSESSMENT NOTICE. The District’s Secretary is hereby directed to record a general Notice of Assessments in the Official Records of Lee County, Florida, which shall be updated from time to time in a manner consistent with changes in the boundaries of the District. SECTION 11. SEVERABILITY. If any section or part of a section of this Resolution be declared invalid or unconstitutional, the validity, force and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional. SECTION 12. CONFLICTS. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed. SECTION 13. EFFECTIVE DATE. This Resolution shall become effective upon its adoption. APPROVED AND ADOPTED THIS 24th DAY OF JANUARY, 2019. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT ______Secretary/Assistant Secretary Chair/Vice Chair, Board of Supervisors Exhibit A: Engineer’s Report, dated December 20, 2018 Exhibit B: Master Special Assessment Methodology Report, dated December 21, 2018 7 Exhibit A Engineer’s Report Exhibit B Master Assessment Methodology WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 4A News-Press, The Dec.28,2018 Government Publications - Miscellaneous [ DisRlay: Ad (/ads/20/8294920.Rdf) - pdf] Keywords: Notice of 170 Assessment Public Hearing _(/ads/20/8294920. Rdf) News-Press, The Dec.27,2018 Miscellaneous Notices WILDBLUE COMMUNITY DEVELOPMENT DISTRICT NOTICE OF THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD OF COLLECTION OF NON-AD VALOREM SPECIAL ASSESSMENTS Notice is hereby given that the WildBlue Community Development District (the "District") intends to use the uniform method of collecting non-ad valorem special assessments to be levied by the District pursuant to Section 197.3632, Florida Statutes. The Board of Supervisors of the District will conduct a public hearing on January 24, 2019 at 10:00 a.m., at 2271 McGregor Blvd., Suite 100, Ft. Myers, Florida 33901. The purpose of the public hearing is to consider the adoption of a resolution authorizing the District to use the uniform method of collecting non-ad valorem special assessments (the "Uniform Method") to be levied by the District on properties located on land included in, or to be added to, the District. The District may levy non-ad valorem special assessments for the purpose of financing, acquiring, maintaining and/or operating community development facilities, services and improvements within and without the boundaries of the District, to consist of, among other things, surface water management system, roadway improvements, potable water distribution system, wastewater collection system, landscaping and irrigation system improvements, and any other lawful improvements or services of the District. Owners of the properties to be assessed and other interested parties may appear at the public hearing and be heard regarding the use of the Uniform Method. This hearing is open to the public and will be conducted in accordance with the provisions of Florida law. The public hearing may be continued to a date, time and location to be specified on the record at the hearing. There may be occasions when Supervisors or District Staff may participate by speaker telephone. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in the hearing and/or meeting is asked to contact the District Office at 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431, (561) 571-0010, at least forty-eight (48) hours before the hearing and/or meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1-800-955-8771 who can aid you in contacting the District Office. Each person who decides to appeal any decision made by the Board with respect to any matter considered at tht ed that person will need a record of the proceedings and that accordingly, eed to ensure that a verbatim record of the proceedings is made, including evidence upon which such appeal is to be based. Craig Wrathell District Mc 18Dec.27,2018,Jan.3, 10, 17, 2019 Show results beginning at page: WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 4B RESOLUTION 2019-06 RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILDBLUE 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 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT IN ACCORDANCE WITH SECTION 197.3632, FLORIDA STATUTES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the WildBlue 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 Lee County for four (4) consecutive weeks prior to such hearing. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT: SECTION 1. The WildBlue 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 Lee 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, 2019. ATTEST: WILDBLUE COMMUNITY DEVELOPMENT DISTRICT ______Secretary/Assistant Secretary Chair/Vice Chair, Board of Supervisors Exhibit A: Legal Description 2 Exhibit A 3 4 5 6 7 8 9 10 11 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 6 RESOLUTION NO. 2019–07 A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT (THE “DISTRICT”) AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $25,000,000 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT, SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 (THE “BONDS”) TO FINANCE CERTAIN PUBLIC INFRASTRUCTURE WITHIN THE DISTRICT; DETERMINING THE NEED FOR A NEGOTIATED LIMITED OFFERING OF THE BONDS AND PROVIDING FOR A DELEGATED AWARD OF SUCH BONDS; APPOINTING THE UNDERWRITER FOR THE LIMITED OFFERING OF THE BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT TO THE BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE GOVERNING THE BONDS; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM; APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A CONTINUING DISCLOSURE AGREEMENT, AND APPOINTING A DISSEMINATION AGENT; APPROVING THE APPLICATION OF BOND PROCEEDS; AUTHORIZING CERTAIN MODIFICATIONS TO THE ASSESSMENT METHODOLOGY REPORT AND ENGINEER’S REPORT; MAKING CERTAIN DECLARATIONS; PROVIDING FOR THE REGISTRATION OF THE BONDS PURSUANT TO THE DTC BOOK-ENTRY ONLY SYSTEM; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE BONDS; AND PROVIDING FOR SEVERABILITY, CONFLICTS AND AN EFFECTIVE DATE. WHEREAS, the WildBlue 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. 2017-17, duly enacted by the Board of County Commissioners of Lee County, Florida, on November 7, 2017 and becoming effective on November 8, 2017; and WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction; and WHEREAS, the Board of Supervisors of the District (herein, the “Board”) has previously adopted Resolution No. 2018-25 on January 25, 2018 (the “Initial Bond Resolution”), pursuant to which the District authorized the issuance of not to exceed $46,760,000 of its Special Assessment Revenue Bonds to be issued in one or more series to finance all or a portion of the District’s capital improvement program; and ORL 299891331v1 WHEREAS, any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Initial Bond Resolution; and WHEREAS, pursuant to the Initial Bond Resolution, the Board approved the form of Master Trust Indenture (the “Master Indenture”) to be entered into by the District and U.S. Bank National Association, as trustee (the “Trustee”); and WHEREAS, the Board hereby determines to issue its WildBlue Community Development District Special Assessment Bonds, Series 2019 (the “2019 Bonds”) in the principal amount of not exceeding $25,000,000 for the purpose of providing funds to finance all or a portion of the public infrastructure within the District – specifically, the “2019 Project” as described in the District’s Master Engineer’s Report dated December 20, 2018, as supplemented (“Engineer’s Report”); and WHEREAS, the 2019 Project is hereby determined to be necessary to coincide with the developer’s plan of development; and WHEREAS, there has been submitted to this meeting, with respect to the issuance and sale of the 2019 Bonds, and submitted to the Board forms of: (i) a Bond Purchase Contract with respect to the 2019 Bonds by and between FMSbonds, Inc., as the underwriter (the “Underwriter”) and the District, together with the form of a disclosure statement attached to the Bond Purchase Contract pursuant to Section 218.385, Florida Statutes, substantially in the form attached hereto as Exhibit A (the “Bond Purchase Contract”); (ii) a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B (the “Preliminary Limited Offering Memorandum”); (iii) one or more Continuing Disclosure Agreements among the District, the dissemination agent named therein and the obligated parties named therein, substantially in the form attached hereto as Exhibit C; and (iv) a First Supplemental Trust Indenture (the “First Supplemental”) between the District and the Trustee, substantially in the form attached hereto as Exhibit D and, together with the Master Indenture previously approved pursuant to the Initial Bond Resolution, the “2019 Indenture.” WHEREAS, in connection with the sale of the 2019 Bonds, it may be necessary that certain modifications be made to the Master Special Assessment Methodology Report dated December 21, 2018, as supplemented on January 24, 2019 (“Assessment Methodology Report”) and the Engineer’s Report to conform such reports to the final terms of the 2019 Bonds; and WHEREAS, the proceeds of the 2019 Bonds shall also fund a debt service reserve account, pay capitalized interest and pay the costs of the issuance of the 2019 Bonds. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the WildBlue Community Development District (the “Board”), as follows: 2 ORL 299891331v1 Section 1. Negotiated Limited Offering of 2019 Bonds. The District hereby finds that because of the complex nature of assessment bond financings in order to better time the sale of the 2019 Bonds and secure better interest rates, it is necessary and in the best interest of the District that the 2019 Bonds, in the aggregate principal amount of not exceeding $25,000,000, be sold on a negotiated limited offering basis. The District hereby further finds that it will not be adversely affected if the 2019 Bonds are not sold pursuant to competitive sales. Section 2. Purpose. The District has authorized its capital improvement plan for the development of the District, as set forth in the Engineer’s Report, and hereby authorizes the financing of all or a portion of the acquisition and construction of certain public infrastructure benefiting the assessable lands within the District by issuing the 2019 Bonds to finance all or a portion of such public infrastructure described in the Engineer’s Report and constituting the 2019 Project. The 2019 Project includes, but is not limited to, stormwater drainage facilities including related earthwork, water and sewer facilities, public roadway improvements, environmental restoration and mitigation and related costs, all as more particularly described in the Engineer’s Report. Section 3. Sale of the 2019 Bonds. Except as otherwise provided in the last sentence of this Section 3, the proposal submitted by the Underwriter offering to purchase the 2019 Bonds at the purchase price established pursuant to the parameters set forth below and on the terms and conditions set forth in the Bond Purchase Contract (attached hereto as Exhibit A), are hereby approved and adopted by the District in substantially the form presented. Subject to the last sentence of this Section 3, the Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby authorized to execute and deliver on behalf of the District, and the Secretary of the District is hereby authorized (if so required) to affix the Seal of the District and attest to the execution of the Bond Purchase Contract in substantially the form presented at this meeting. The disclosure statements of the Underwriter, as required by Section 218.385, Florida Statutes, to be delivered to the District prior to the execution of the Bond Purchase Contract, a copy of which is attached as an exhibit to the Bond Purchase Contract, will be entered into the official records of the District. The Bond Purchase Contract, in final form as determined by counsel to the District and the Chairperson, may be executed by the District without further action provided that (i) the 2019 Bonds mature not later than the statutory permitted period; (ii) the principal amount of the 2019 Bonds issued does not exceed $25,000,000; (iii) the arbitrage bond yield shall not exceed 5.50%; (iv) if the 2019 Bonds are subject to optional redemption which determination will be made on or before the sale date of the 2019 Bonds, the first optional call date shall be not later than December 15, 2032 and the redemption price shall be equal to the principal amount of 2019 Bonds redeemed; and (v) the purchase price to be paid by the Underwriter for the 2019 Bonds is not less than 98% of the principal amount of the 2019 Bonds issued (exclusive of any original issuance discount). Section 4. The Limited Offering Memorandum. The Limited Offering Memorandum, in substantially the form of the Preliminary Limited Offering Memorandum (as herein defined and subject to the other conditions set forth herein) attached hereto as Exhibit B, with such changes as are necessary to conform to the details of the 2019 Bonds and the requirements of the Bond Purchase Contract, is hereby approved. The District hereby authorizes the execution of the Limited Offering Memorandum and the District hereby authorizes the Limited Offering Memorandum, when in final form, to be used in connection with the limited 3 ORL 299891331v1 offering and sale of the 2019 Bonds. The District hereby authorizes and consents to the use by the Underwriter of a Preliminary Limited Offering Memorandum substantially in the form attached hereto as Exhibit B, in connection with the Limited Offering of the 2019 Bonds (the “Preliminary Limited Offering Memorandum”). The final form of a Preliminary Limited Offering Memorandum shall be determined by the Underwriter and the professional staff of the District. The Limited Offering Memorandum may be modified in a manner not inconsistent with the substance thereof and the terms of the 2019 Bonds as shall be deemed advisable by the Bond Counsel and counsel to the District, with final approval by the Chairperson. The Chairperson (or, in the absence of the Chairperson, any other member of the Board) is hereby further authorized to execute and deliver on behalf of the District, the Limited Offering Memorandum and any amendment or supplement thereto, with such changes, modifications and deletions as the member of the Board executing the same may deem necessary and appropriate with the advice of Bond Counsel and counsel to the District, with final approval by the Chairperson, such execution and delivery to be conclusive evidence of the approval and authorization thereof by the District. The District hereby authorizes the Chairperson (or, in the absence of the Chairperson, any other member of the Board) to deem “final” the Preliminary Limited Offering Memorandum except for permitted omissions all within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 and to execute a certificate in that regard. Section 5. Details of the 2019 Bonds. The proceeds of the 2019 Bonds shall be applied in accordance with the provisions of the 2019 Indenture. The 2019 Bonds shall mature in the years and in the amounts, bear interest at such rates and be subject to redemption, all as provided in the First Supplemental. The execution of the First Supplemental shall constitute approval of such terms as set forth in the 2019 Indenture and this Resolution. The maximum aggregate principal amount of the 2019 Bonds authorized to be issued pursuant to this Resolution and the 2019 Indenture shall not exceed $25,000,000. Notwithstanding any provision in the Initial Bond Resolution to the contrary, the Authorized Denomination of the 2019 Bonds shall be governed by the definition of such term set forth in the First Supplemental. Section 6. Continuing Disclosure; Dissemination Agent. The Board does hereby authorize and approve the execution and delivery of one or more Continuing Disclosure Agreement(s) by the Chairperson (or, in the absence of the Chairperson, any other member of the Board) substantially in the form presented to this meeting and attached hereto as Exhibit C. The Continuing Disclosure Agreement(s) are being executed by the District and the other parties thereto in order to assist the Underwriter in the marketing of the 2019 Bonds and compliance with Rule 15c2-12 of the Securities and Exchange Commission. Wrathell, Hunt and Associates, LLC is hereby appointed the initial dissemination agent. Section 7. Authorization of Execution and Delivery of the First Supplemental Trust Indenture; Application of Master Indenture. The District does hereby authorize and approve the execution by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson or any other member of the Board) and the Secretary or any Assistant Secretary to attest and authorize the delivery of the First Supplemental between the District and the Trustee. The previously approved and executed Master Indenture will be applicable to the 2019 Bonds. The 2019 Indenture shall provide for the security of the 2019 Bonds and express the contract between the District and the owners of the 2019 Bonds. The First Supplemental shall be substantially in the form attached hereto as Exhibit D and is hereby approved, with such changes 4 ORL 299891331v1 therein as are necessary or desirable to reflect the terms of the sale of the 2019 Bonds as shall be approved by the Chairperson (or, in the absence of the Chairperson, the Vice Chairperson, or any other member of the Board) 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 the First Supplemental attached hereto as Exhibit D. Section 8. Authorization and Ratification of Prior Acts. All actions previously taken by or on behalf of District in connection with the issuance of the 2019 Bonds are hereby authorized, ratified and confirmed. Section 9. Appointment of Underwriter. The Board hereby formally appoints FMSbonds, Inc., as the Underwriter for the 2019 Bonds. Section 10. Book-Entry Only Registration System. The registration of the 2019 Bonds shall initially be by the book-entry only system established with The Depository Trust Company. Section 11. Assessment Methodology Report. The Board hereby authorizes any modifications to the Assessment Methodology Report prepared by Wrathell, Hunt and Associates, LLC in connection with the 2019 Bonds if such modifications are determined to be appropriate in connection with the issuance of the 2019 Bonds. Section 12. Engineer’s Report. The Board hereby authorizes any modifications to the Engineer’s Report prepared by Barraco and Associates, Inc. in connection with the 2019 Bonds if such modifications are determined to be appropriate in connection with the issuance of the 2019 Bonds or modifications to the 2019 Project. Section 13. Further Official Action. The Chairperson, the Vice Chairperson, the Secretary and each other member of the Board and any other proper official or member of the professional staff of the District are each hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chairperson, the Vice Chairperson or the Secretary is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the respective designee of such officer or official or any other duly authorized officer or official of the District herein authorized. The Secretary or any Assistant Secretary is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. Section 14. 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 15. Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency. 5 ORL 299891331v1 PASSED in public session of the Board of Supervisors of the WildBlue Community Development District, this 24th day of January, 2019. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT ATTEST: By: By: Name: Name: Title: Secretary/Assistant Secretary Title: Chairperson/Vice Chairperson, Board of Supervisors 6 ORL 299891331v1 EXHIBIT A FORM OF BOND PURCHASE CONTRACT ORL 299891331v1 A-1 $[______] WILDBLUE COMMUNITY DEVELOPMENT DISTRICT (LEE COUNTY, FLORIDA) SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 BOND PURCHASE CONTRACT [______, 2019] Board of Supervisors WildBlue Community Development District Lee County, Florida Dear Ladies and Gentlemen: FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with the WildBlue Community Development District (the "District"). The District is located within unincorporated Lee County, Florida (the "County"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at 10:00 P.M. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (as hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statements attached hereto as Exhibit A. 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the District's $[______] Special Assessment Revenue Bonds, Series 2019 (the "Series 2019 Bonds"). The Series 2019 Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto. The purchase price for the Series 2019 Bonds shall be $[______] (representing the $[______] aggregate principal amount of the Series 2019 Bonds, less original issue discount of $[______] and less an underwriter's discount of $[______]). Payment of the purchase price and delivery of the Series 2019 Bonds and the other actions contemplated hereby to take place at the time of such payment and delivery are hereinafter referred to as the "Closing." 2. The Series 2019 Bonds. The Series 2019 Bonds are to be issued by the District, a local unit of special purpose government duly established and existing pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, (the "Act") and created by Ordinance 2017-17 enacted by the Board of County Commissioners of Lee County, Florida (the "County") on November 7, 2017, and effective on November 8, 2017. The Series 2019 Bonds are being issued pursuant to the Act and secured pursuant to the provisions of a Master Trust Indenture dated as of February 1, 2019 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of February 1, 2019, with respect to the Series 2019 Bonds (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank National Association, as trustee (the "Trustee"), and Resolution Nos. 2018-25 and 2019-05 adopted by the Board on January 18, 2018, and January 24, 2019, respectively (collectively, the "Resolution"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. The Series 2019 Special Assessments, the revenues from which constitute a majority of the Series 2019 Pledged Revenues, have been, or will be prior to the time of Closing levied by the District on those lands within the Series 2019 Assessment Area specially benefited by the 2019 Project. The Series 2019 Special Assessments are levied pursuant to Resolution No. 2019-01, Resolution No. 2019-02 and Resolution No. 2019-05 of the Issuer adopted on December 6, 2018, December 6, 2018 and January 24, 2019, respectively (the "Assessment Resolutions"). 3. Underwriter. It shall be a condition to the District's obligation to sell and to deliver the Series 2019 Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Series 2019 Bonds, that the entire principal amount of the Series 2019 Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 9(c) hereof. The Underwriter agrees to deliver at the Closing a certificate in a form satisfactory to Bond Counsel, in its reasonable opinion, as to the initial offering prices or yields of the Series 2019 Bonds. The Underwriter reserves the right to change such initial offering prices or yields as the Underwriter shall deem necessary in connection with the marketing of the Series 2019 Bonds and to offer and sell the Series 2019 Bonds to certain dealers and others at prices lower than the initial offering prices or yields set forth on the cover page of the Limited Offering Memorandum (as hereinafter defined). 4. Limited Offering; Establishment of Issue Price. It shall be a condition to the District's obligation to sell and to deliver the Series 2019 Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Series 2019 Bonds, that the entire principal amount of the Series 2019 Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 9(c) hereof. (a) The Underwriter agrees to assist the District in establishing the issue price of the Series 2019 Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in the form reasonably satisfactory to Bond Counsel, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2019 Bonds. 2 (b) Except as otherwise set forth in Exhibit B attached hereto, the District will treat the first price at which 10% of each maturity of the Series 2019 Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which it has sold to the public each maturity of the Series 2019 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2019 Bonds, the Underwriter agrees to promptly report to the District the prices at which it sells the unsold Series 2019 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2019 Bonds of that maturity or until all Series 2019 Bonds of that maturity have been sold to the public. (c) The Underwriter confirms that it has offered the Series 2019 Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Series 2019 Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2019 Bonds, the Underwriter will neither offer nor sell unsold Series 2019 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the District when it has sold 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (d) The Underwriter acknowledges that sales of any Series 2019 Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section: (1) "public" means any person other than an underwriter or a related party, and 3 (2) a purchaser of any of the Series 2019 Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (3) "sale date" means the date of execution of this Purchase Contract is executed by all parties. 5. Use of Documents. Prior to the date hereof, the District has caused to be prepared and has provided to the Underwriter a Preliminary Limited Offering Memorandum dated [January __, 2019], (such Preliminary Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2019 Bonds, being herein collectively called the "Preliminary Limited Offering Memorandum") of the District related to the Series 2019 Bonds that the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12") in connection with the limited offering of the Series 2019 Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the Preliminary Limited Offering Memorandum to be circulated and used by the Underwriter in connection with the limited offering of the Series 2019 Bonds. The District shall deliver or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof but not later than three (3) days prior to the Closing Date and in sufficient time and in sufficient quantity to allow the Underwriter to comply with all requirements of the Rule 15c2-12 and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), copies of a final Limited Offering Memorandum dated [February __, 2019] (such Limited Offering Memorandum, including the cover pages and all appendices thereto, and any amendments and supplements thereto that may be authorized by the District for use with respect to the Series 2019 Bonds being herein collectively called the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"). The Underwriter agrees to file the Limited Offering Memorandum with the MSRB not later than two (2) business days after the Closing Date. The Underwriter agrees that it will not confirm the sale of any Series 2019 Bonds unless a final written confirmation of sale is accompanied or preceded by the delivery of a copy of the Limited Offering Memorandum. The District hereby ratifies and approves the circulation and use of the Limited Offering Memoranda by the Underwriter. 6. Documents. For purposes hereof, (i) this Purchase Contract, (ii) the Indenture, (iii) the Series 2019 Bonds, (iv) the Continuing Disclosure Agreement to be dated as of the Closing Date (the "Lennar Disclosure Agreement"), by and among the District, Lennar Homes, 4 LLC ("Lennar"), and Wrathell, Hunt and Associates, LLC, as dissemination agent (the "Dissemination Agent"), and consented to and agreed to by the Trustee and the District Manager, (v) the Continuing Disclosure Agreement to be dated as of the Closing Date (the "Pulte Disclosure Agreement" and, together with the Lennar Disclosure Agreement, the "Disclosure Agreement"), by and between the District, Pulte Home Company, LLC ("Pulte" and, together with Lennar, the "Developer") and the Dissemination Agent, and consented to and agreed to be the Trustee and District manager, and (vi) the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents." Series 2019 Assessment Area. For purposes hereof, the Collateral Assignment and Assumption Agreement in recordable form by and between the District and the Developer dated as of the Closing Date, (ii) the [Agreement between [Lennar Homes, LLC, Pulte Home Company, LLC,] and WildBlue Community Development District Regarding the True-Up and Payment of Special Assessments for Special Assessment Revenue Bonds, Series 2019] in recordable form by and between the District and the Developer dated as of the Closing Date, (iii) the Declaration of Consent to Jurisdiction of WildBlue Community Development District and to Imposition of Special Assessments] in recordable form by and between the District and Lennar dated as of the Closing Date, and (iv) the Declaration of Consent to Jurisdiction to WildBlue Community Development District and to Imposition of Special Assessments in recordable form by and between the District and Pulte, are collectively referred to herein as the "Series 2019 Ancillary Agreements." 2019 Project. For purposes hereof, the Completion Agreement (2019 Project) by and between the District and Lennar dated as of the Closing Date, and (ii) the Acquisition Agreement by and between the District and Lennar dated as of the Closing Date, are collectively referred to herein as the "2019 Project Ancillary Agreements" and, collectively with the Series 2019 Ancillary Agreements are referred to herein as the "Ancillary Agreements." 7. Representations, Warranties and Agreements. The District hereby represents, warrants and agrees as follows: (a) The Board is the governing body of the District and the District is and will be on the Closing Date duly organized and validly existing as a local unit of special- purpose government created pursuant to the Constitution and laws of the State, including, without limitation, the Act; (b) The District has full legal right, power and authority to: (i) adopt the Resolution and the Assessment Resolutions; (ii) enter into the Financing Documents and Ancillary Agreements to which it is a party; (iii) sell, issue and deliver the Series 2019 Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Series 2019 Bonds for the purposes described in the Limited Offering Memoranda; (v) acknowledge and authorize the use of the Preliminary Limited Offering Memorandum and acknowledge and authorize the use and execution of the Limited Offering Memorandum; and (vi) carry out and consummate the transactions contemplated by the Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements and the Limited Offering Memoranda, including but not limited to entering into agreement(s) with the Lee County Tax Collector and County Property Appraiser to 5 provide for the collection of the Series 2019 Special Assessments using the Uniform Method of collection in accordance with the Indenture. The District has complied, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Resolution, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements to which it is a party and the Series 2019 Bonds; (c) At meetings of the Board that were duly called and noticed and at which a quorum was present and acting throughout, the Board duly adopted the Resolution and the Assessment Resolutions, and the same are in full force and effect and have not been supplemented, amended, modified or repealed, except as set forth therein. By all necessary official Board action, the District has duly authorized and approved the use and delivery of the Preliminary Limited Offering Memorandum and the execution and delivery of the Financing Documents, the Ancillary Agreements, the Series 2019 Bonds and the Limited Offering Memorandum, has duly authorized and approved the performance by the District of the obligations on its part contained in the Financing Documents, the Ancillary Agreements and the Series 2019 Bonds and the consummation by it of all other transactions contemplated by this Purchase Contract and the Preliminary Limited Offering Memorandum in connection with the issuance of the Series 2019 Bonds. Upon execution and delivery by the District and the Trustee (and assuming the due authorization, execution and delivery of the Indenture by the Trustee), the Indenture will constitute legal, valid and binding obligations of the District, enforceable in accordance with their terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Upon execution by the District and the other parties thereto (and assuming the due authorization, execution and delivery of such agreements by the other parties thereto), the Financing Documents and the Ancillary Agreements will constitute the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law); (d) Except as may be expressly disclosed in the Preliminary Limited Offering Memorandum, the District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Series 2019 Bonds, the Financing Documents, the Ancillary Agreements and the Limited Offering Memorandum, the approval of the delivery of the Preliminary Limited Offering Memorandum and the adoption of the Resolution and the Assessment Resolutions, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material 6 default under any applicable constitutional provision, or law, or any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Resolutions, the Series 2019 Bonds and the Indenture. To the best of its knowledge, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Series 2019 Bonds, the Ancillary Agreements or the Financing Documents; (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which are required for the due authorization by, or which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the District of its obligations, to issue the Series 2019 Bonds, or under the Series 2019 Bonds, the Resolution, the Assessment Resolutions, the Financing Documents or the Ancillary Agreements have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2019 Bonds; (f) The descriptions of the Series 2019 Bonds, the Financing Documents, the Ancillary Agreements, the 2019 Project to the extent referred to in the Limited Offering Memoranda, conform in all material respects to the Series 2019 Bonds, the Financing Documents, the Ancillary Agreements, and the 2019 Project; (g) The Series 2019 Bonds, when issued, executed and delivered in accordance with the Indenture and when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture and upon such issuance, execution and delivery of the Series 2019 Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Series 2019 Bonds, a legally valid and binding pledge of and first lien on the Series 2019 Pledged Revenues. On the Closing Date, all conditions precedent to the issuance of the Series 2019 Bonds set forth in the Indenture will have been complied with or fulfilled; (h) As of the date hereof, there is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2019 Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memoranda, or the collection of the Series 2019 Special Assessments, or the pledge of and lien on the Series 2019 Pledged Revenues, pursuant to the Indenture; (iii) 7 contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Series 2019 Bonds, or the authorization of the 2019 Project, the Resolution, the Assessment Resolutions, the Financing Documents and the Ancillary Agreements to which the District is a party, or the application of the proceeds of the Series 2019 Bonds for the purposes set forth in the Limited Offering Memoranda; (iv) contesting the federal tax status of the Series 2019 Bonds; or (v) contesting the completeness or accuracy of the Limited Offering Memoranda or any supplement or amendment thereto; (i) To the extent applicable, the District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to: (i) qualify the Series 2019 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) determine the eligibility of the Series 2019 Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial limited offering and distribution of the Series 2019 Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer; (j) As of their respective dates (unless an event occurs of the nature described in paragraph (l) of this Section 7) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than Permitted Omissions) and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION - The Developer," "CONTINUING DISCLOSURE" (as it relates to the Developer) and "UNDERWRITING"; (k) If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (l) of this Section 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF 8 THE SERIES 2019 BONDS - Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION - The Developer," "CONTINUING DISCLOSURE" (as it relates to the Developer) and "UNDERWRITING"; (l) If between the date of this Purchase Contract and the earlier of (i) date that is ninety (90) days from the "end of the underwriting period" as defined in the Rule 15c2-12 or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access system (but in no event less than twenty-five (25) days following the end of the underwriting period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense (unless such supplement or amendment is the direct result of information provided by the Developer or Underwriter, then at the expense of said relevant person) supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the underwriting period shall be the next business day after the Closing Date; (m) Since its inception, there has been no material adverse change in the properties, businesses, results of operations, prospects, management or financial or other condition of the District, except as disclosed in the Limited Offering Memoranda, and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Resolution, the Assessment Resolutions, the Series 2019 Bonds, the Financing Documents or the Ancillary Agreements, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memoranda; (n) The District has not and is not now in default in the payment of the principal of or the interest on any governmental security issued or guaranteed by it after December 31, 1975, which would require the disclosure pursuant to Section 517.051, Florida Statutes or Rule 3E- 400.003 of the Florida Department of Financial Services; (o) The District has not previously entered into a continuing disclosure undertaking as an "obligated person" under the Rule 15c2-12. (p) Any certificate signed by any official of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein; and (q) From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Series 2019 Bonds), notes or other obligations payable from the Series 2019 Pledged Revenues. 9 8. Closing. At 10:00 a.m. prevailing time on [______, 2019] (the "Closing Date") or at such later time as may be mutually agreed upon by the District and the Underwriter, the District will, subject to the terms and condition hereof, deliver or cause to be delivered to the Underwriter the Series 2019 Bonds in definitive book-entry-only form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Series 2019 Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Series 2019 Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York ("DTC"), or at such other place as may be mutually agreed upon by the District and the Underwriter. The Series 2019 Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry-only form, with one bond for each maturity, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter. 9. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the District contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered on the Closing Date and upon the performance by the District of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, accept delivery of and pay for the Series 2019 Bonds, are conditioned upon the performance by the District of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and are also subject to the following additional conditions: (a) The representations and warranties of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) At the time of the Closing, the Resolution, the Assessment Resolutions, the Series 2019 Bonds, the Ancillary Agreements and the Financing Documents shall each be in full force and effect in accordance with their respective terms and the Resolution, the Assessment Resolutions, the Indenture and the Limited Offering Memoranda shall not have been supplemented, amended, modified or repealed, except in any such case as may have been agreed to by the Underwriter; (c) At or prior to the Closing Date, the Underwriter and the District shall have received each of the following: (1) The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chair of the Board or such other authorized member of the Board; (2) A copy of each of the Resolution and the Assessment Resolutions certified by the Secretary or an Assistant Secretary of the Board under seal as 10 having been duly adopted by the Board of the District and as being in full force and effect; (3) An executed copy of each of the Financing Documents and the Ancillary Agreements in form acceptable to the Underwriter and Underwriter's Counsel; (4) The opinion, dated as of the Closing Date and addressed to the District, of Greenberg Traurig, P.A., Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as APPENDIX C or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel, together with a letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to them; (5) The supplemental opinion, dated as of the Closing Date and addressed to the District and the Underwriter, of Greenberg Traurig, P.A., Bond Counsel, in the form annexed as Exhibit C hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel; (6) The opinions, dated as of the Closing Date and addressed to the District, the Underwriter and the Trustee of Hopping Green & Sams, P.A., counsel to the District, in the forms and substance acceptable to the Underwriter and Underwriter's Counsel; (7) The opinion, dated as of the Closing Date and addressed to the District and the Underwriter of Pavese Law Firm, counsel to Lennar, in form and substance acceptable to the Underwriter and its counsel; (8) The opinion, dated as of the Closing Date and addressed to the District and the Underwriter of [______], counsel to Pulte, in form and substance acceptable to the Underwriter and its counsel; (9) An opinion, dated as of the Closing Date and addressed to the Underwriter, Underwriter's Counsel, the District and Bond Counsel, of counsel to the Trustee, in form and substance acceptable to Bond Counsel, Underwriter, Underwriter's Counsel, and the District; (10) A customary authorization and incumbency certificate, dated as of the Closing Date, signed by authorized officers of the Trustee in form and substance acceptable to the Underwriter and Underwriter's Counsel; (11) Certificate of Lennar dated as of the Closing Date, in form and substance satisfactory to Bond Counsel, the Underwriter, Underwriter's counsel and counsel to the District; 11 (12) Certificate of Pulte dated as of the Closing Date, in form and substance satisfactory to Bond Counsel, the Underwriter, Underwriter's counsel and counsel to the District; (13) A copy of the Act; (14) A certificate, dated as of the Closing Date, signed by the Chair or Vice-Chair and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to be performed hereunder as of the Closing Date; (iii) except as may be disclosed in the Limited Offering Memoranda, the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District; (iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Series 2019 Special Assessments, as described in the Indenture; and (v) the Limited Offering Memoranda (other than Permitted Omissions in the Preliminary Limited Offering Memorandum and other than the information under the captions "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry Only System," "THE DEVELOPMENT," "THE DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION - The Developer," "CONTINUING DISCLOSURE" (as it relates to the Developer) and "UNDERWRITING," in the Limited Offering Memoranda as to which no view need be expressed) as of their respective dates, and as of the date hereof, does not contain any untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memoranda is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (15) A customary signature and no litigation certificate, dated as of the Closing Date, signed on behalf of the District by the Chair or Vice Chair and Secretary or an Assistant Secretary of the Board in form and substance acceptable to the Underwriter and Underwriter's Counsel; (16) Evidence of compliance by the District with the requirements of Section 189.051, Florida Statutes; (17) Executed copies of the District's certification as to arbitrage and other matters relative to the tax status of the Series 2019 Bonds under Section 148 of the Internal Revenue Code of 1986, as amended, and a copy of the District's Post Issuance Policies and Procedures; (18) Executed copy of Internal Revenue Service Form 8038-G relating to the Series 2019 Bonds; 12 (19) A certificate of the District Engineer, dated as of the Closing Date, in the form annexed as Exhibit D hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel; (20) A certificate of the District Manager and Methodology Consultant in the form annexed as Exhibit E hereto or otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel; (21) Such additional documents as may be required by the Indenture to be delivered as a condition precedent to the issuance of the Series 2019 Bonds; (22) Evidence of compliance by the District with the requirements of Section 215.84, Florida Statutes; (23) A certified copy of the final judgment of the Circuit Court in and for Lee County, Florida, validating the Bonds and the certificate of no-appeal; (24) A certified copy of the Engineer's Report dated December 20, 2018, relating to the Series 2019 Bonds; (25) A certificate of the District whereby the District has deemed the Preliminary Limited Offering Memorandum final as of its date, except for Permitted Omissions, as contemplated by Rule 15c2-12 in connection with the limited offering of the Series 2019 Bonds; (26) Certified copies of the WildBlue Community Development District Master Special Assessment Methodology Report dated December 21, 2018 and the Preliminary Supplemental Special Methodology Report, dated January 24, 2019 (collectively, the "Assessment Methodology") relating to the Series 2019 Bonds; (27) A certificate of the Dissemination Agent (i) acknowledging its agreement to serve as the initial Dissemination Agent for the District with respect to the Series 2019 Bonds and undertake the obligations of the Dissemination Agent as set forth in the Disclosure Agreement and (ii) representing that the Dissemination Agent is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12, (iii) that it has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreement, and (iv) covenanting to comply with the District's continuing disclosure undertakings entered into pursuant to Rule 15c2-12 at all times in the future; (28) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's Counsel, Bond Counsel or counsel to the District may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the District's representations and warranties contained herein and of the statements and information contained in the Limited Offering Memoranda and the due performance or satisfaction by the 13 District and the Developer on or prior to the Closing of all the agreements then to be performed and conditions then to be satisfied by each. If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2019 Bonds contained in this Purchase Contract (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Series 2019 Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect. 10. Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Series 2019 Bonds by notifying the District in writing of its election to do so if, after the execution hereof and prior to the Closing: (i) an event shall occur which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Limited Offering Memorandum or which is not reflected in the Limited Offering Memorandum but should be reflected therein in order to make the statements contained therein not misleading in any material respect and, in either such event, the District refuses to permit the Limited Offering Memorandum to be supplemented to supply such statement or information or the effect of the Limited Offering Memorandum as so supplemented is, in the judgment of the Underwriter, to materially adversely affect the market for the Series 2019 Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Series 2019 Bonds; or (ii) legislation shall be introduced in, enacted by, reported out of committee, or recommended for passage by the State, either House of the Congress, or recommended to the Congress or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation is proposed for consideration by either such committee by any member thereof or presented as an option for consideration by either such committee by the staff or such committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or a bill to amend the Code (which, if enacted, would be effective as of a date prior to the Closing) shall be filed in either House, or a decision by a court of competent jurisdiction shall be rendered, or a regulation or filing shall be issued or proposed by or on behalf of the Department of the Treasury or the Internal Revenue Service of the United States, or other agency of the federal government, or a release or Limited Offering Memorandum shall be issued by the President, the Department of the Treasury or the Internal Revenue Service of the United States, in any such case with respect to or affecting (directly or indirectly) the taxation of interest received on obligations of the general character of the Series 2019 Bonds which, in the opinion of the Underwriter, materially adversely affects the market for the Series 2019 Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Series 2019 Bonds; or 14 (iii) a stop order, ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering, sale or distribution of obligations of the general character of the Series 2019 Bonds is in violation or would be in violation of any provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended or the Trust Indenture Act of 1939, as amended; or (iv) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Series 2019 Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended (the "Securities Act"), or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Series 2019 Bonds, including any or all underlying arrangements, as contemplated hereby or by the Limited Offering Memorandum or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis the effect of which on financial markets is such as, in the reasonable judgment of the Underwriter, to materially adversely affect the market for the Series 2019 Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Series 2019 Bonds; or (vi) there shall have occurred a general suspension of trading, minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or prices for securities shall have been required on the New York Stock Exchange or other national stock exchange whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission or any other governmental agency having jurisdiction or any national securities exchange shall have: (i) imposed additional material restrictions not in force as of the date hereof with respect to trading in securities generally, or to the Series 2019 Bonds or similar obligations; or (ii) materially increased restrictions now in force with respect to the extension of credit by or the charge to the net capital requirements of underwriters or broker-dealers such as, in the judgment of the Underwriter, to materially adversely affect the market for the Series 2019 Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Series 2019 Bonds; or (vii) a general banking moratorium shall have been declared by federal or New York or Florida state authorities or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred such as, in the judgment of the Underwriter, to materially adversely affect the market for the Series 2019 Bonds or the sale, at the contemplated offering prices (or yields), by the Underwriter of the Series 2019 Bonds; or 15 (viii) the District has, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, other than in the ordinary course of its business; or (ix) a downgrading or suspension of any rating (without regard to credit enhancement) by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Global Ratings ("S&P"), or Fitch Ratings ("Fitch") of any debt securities issued by the Issuer, or (ii) there shall have been any official statement as to a possible downgrading (such as being placed on "credit watch" or "negative outlook" or any similar qualification) of any rating by Moody's, S&P or Fitch of any debt securities issued by the Issuer, including the Series 2019 Bonds if ever rated; or (x) the District fails to perform any action to be performed by it in connection with the levy and collection of the Series 2019 Special Assessments. 11. Expenses. (a) The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including, but not limited to: (i) the cost of the preparation and distribution of the Indenture; (ii) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (iii) the cost of registering the Series 2019 Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Series 2019 Bonds; (iv) the fees and disbursements of counsel to the District, the District Manager, the Dissemination Agent, Bond Counsel, Underwriter's Counsel, each of the Developer's Counsel, the District's methodology consultant, the District Engineer, the Trustee, Trustee's Counsel and any other experts or consultants retained by the District; and (v) the cost of recording in the Official Records of Lee County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. It is anticipated that such expenses shall be paid from the proceeds of the Series 2019 Bonds. The District shall record all documents required to be provided in recordable form hereunder within one business day after the Closing Date, which obligation shall survive the Closing. (b) The Underwriter agrees to pay from the expense component of the underwriting discount all advertising expenses in connection with the Series 2019 Bonds, if any. 12. No Advisory or Fiduciary Role. The District acknowledges and agrees that (i) the purchase and sale of the Series 2019 Bonds pursuant to this Agreement is an arm's-length commercial transaction between the District and the Underwriter, (ii) in connection with such transaction and with the discussions, undertakings and processes leading up to such transaction, the Underwriter is and has been acting solely as a principal and not as an advisor (including, without limitation, a Municipal Advisor (as such term is defined in Section 975(e) of the Dodd Frank Wall Street Reform and Consumer Protection Act)), agent or fiduciary of the District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the limited offering of the Series 2019 Bonds or the discussions, undertakings and 16 processes leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has provided any services or is currently advising or providing other services to the District on other matters) or any other obligation to the District, and the Underwriter has no obligation to the District with respect to the limited offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriter has financial and other interests that differ from those of the District; and (v) District has consulted with its own legal and financial and other advisors to the extent it has deemed appropriate in connection with the offering of the Series 2019 Bonds. 13. Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to the District Manager at Wrathell, Hunt and Associates, LLC, 2300 Glades Road, Suite #410W, Boca Raton, Florida 33431, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to FMSbonds, Inc., 20660 W. Dixie Highway, North Miami Beach, Florida 33180, Attention: Jon Kessler. 14. Parties in Interest; Survival of Representations. This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Purchase Contract shall remain operative and in full force and effect and survive the closing on the Series 2019 Bonds, regardless of: (i) any investigations made by or on behalf of the Underwriter and (ii) delivery of and payment for the Series 2019 Bonds pursuant to this Purchase Contract. 15. Jury Trial Waiver. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. 16. Effectiveness. This Purchase Contract shall become effective upon the execution by the appropriate officials of the District and shall be valid and enforceable at the time of such acceptance. To the extent of any conflict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern. 17. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. 18. Amendment. No modification, alteration or amendment to this Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto. 19. Governing Law. This Purchase Contract shall be governed and construed in accordance with the laws of the State. 17 20. Counterparts; Facsimile; PDF. This Purchase Contract may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatures upon the same instrument. Facsimile and pdf signatures shall be deemed originals. 18 Very truly yours, FMSBONDS, INC. By: Theodore A. Swinarski Senior Vice President - Trading Accepted and agreed to this [__]th day of [______], 2019. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT By: Russell Smith, Chair Board of Supervisors [SIGNATURE PAGE TO BOND PURCHASE CONTRACT] EXHIBIT A DISCLOSURE AND TRUTH-IN-BONDING STATEMENT [______, 2019] Board of Supervisors WildBlue Community Development District Lee County, Florida Re: $[______] WildBlue Community Development District Special Assessment Revenue Bonds, Series 2019 (the "Series 2019 Bonds") Dear Ladies and Gentlemen: Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the Series 2019 Bonds, FMSbonds, Inc. (the "Underwriter"), pursuant to a Bond Purchase Contract dated [______, 2019] (the "Bond Purchase Contract"), between FMSbonds, Inc. and WildBlue Community Development District (the "District"), furnishes the following disclosures to the District (all capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Bond Purchase Contract): 1. The total underwriting discount paid to the Underwriter pursuant to the Bond Purchase Contract for the Series 2019 Bonds is approximately $[____] per $1,000.00 or $[______]. 2. The names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, the Underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with either the District or the Underwriter, or both, for any paid or promised compensation or valuable consideration directly, expressly or impliedly, to act solely as an intermediary between the District and the Underwriter for the purposes of influencing any transaction in the purchase of the Series 2019 Bonds are: [_____]. 3. The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Series 2019 Bonds are set forth in Schedule I attached hereto. 4. The management fee charged by the Underwriter is: [$0/$1,000 or $0]. 5. Any other fee, bonus or other compensation estimated to be paid by the Underwriter in connection with the Series 2019 Bonds to any person not regularly employed or retained by the Underwriter in connection with the Series 2019 Bonds is as follows: [____]. Aponte & Associates Law Firm, P.L.L.C. has been retained as counsel to the Underwriter and will be compensated by the District in the amount of $[______]. A-1 7. The name and address of the Underwriter is: FMSbonds, Inc. 20660 W. Dixie Highway North Miami Beach, Florida 33180 The District is proposing to issue $[______] aggregate amount of the Series 2019 Bonds for the purposes of providing funds to: (i) finance a portion of the Costs of acquiring and/or constructing all or a portion of the 2019 Project; (ii) to fund the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement; and (iii) to pay the costs of issuance of the Series 2019 Bonds. This debt is expected to be repaid over a period of approximately [___] years. At a net interest cost of approximately [______]% for the Series 2019 Bonds, total interest paid over the life of the Series 2019 Bonds will be $[______]. The source of repayment for the Series 2019 Bonds is the Series 2019 Special Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the paragraph above, the issuance of the Series 2019 Bonds will result in approximately $[______] (representing the average annual debt service payments due on the Series 2019 Bonds) of the District's special assessment revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Series 2019 Bonds were not issued, the District would not be entitled to impose and collect the Special Assessments in the amount of the principal of and interest to be paid on the Series 2019 Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A-2 Sincerely, FMSBONDS, INC. By: Theodore A. Swinarski Senior Vice President - Trading [SIGNATURE PAGE TO DISCLOSURE AND TRUTH-IN-BONDING STATEMENT] A-3 SCHEDULE I Expenses for Series 2019 Bonds: A-4 EXHIBIT B TERMS OF BONDS 1. Purchase Price for the Series 2019 Bonds: $[______] (representing the $[______] aggregate principal amount of the Series 2019 Bonds, less original issue discount of $[______] and less an underwriter's discount of $[______]). 2. Principal Amounts, Maturities, Interest Rates and Prices: Series 2019 Bonds Maturity Date Principal Amount [______] Interest Rate Price $ % The Underwriter has offered the Series 2019 Bonds to the public on or before the date of this Purchase Contract at the initial offering prices set forth herein and has sold at least 10% of each maturity of the Series 2019 Bonds to the public at a price that is no higher than such initial offering prices. 3. Redemption Provisions: Optional Redemption The Series 2019 Bonds may, at the option of the Issuer, provided written notice has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days’ notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after November 15, 20[__] (less than all Series 2019 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2019 Optional Redemption Subaccount of the Series 2019 Bond Redemption Account. Extraordinary Mandatory Redemption in Whole or in Part The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows: B-1 (i) from Series 2019 Prepayment Principal deposited into the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Special Assessments on any assessable property within the District in accordance with the provisions of Section 4.05(a) of the First Supplemental Indenture. (ii) from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019 Rebate Fund and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture. (iii) Upon the Completion Date, from any funds remaining on deposit in the Series 2019 Acquisition and Construction Account not otherwise reserved to complete a portion of the 2019 Project and which have been transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. Mandatory Sinking Fund Redemption The Series 2019 Bonds maturing on December 15, 20[__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20[__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity B-2 The Series 2019 Bonds maturing on December 15, 20[__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20[__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments B-3 of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] B-4 EXHIBIT C BOND COUNSEL'S OPINION C-1 EXHIBIT D CERTIFICATE OF ENGINEER [______, 2019] WildBlue Community Development District Lee County, Florida FMSbonds, Inc. North Miami Beach, Florida U.S. Bank National Association Fort Lauderdale, Florida Re: $[______] WildBlue Community Development District Special Assessment Revenue Bonds, Series 2019 Ladies and Gentlemen: The undersigned representative of BARRACO AND ASSOCIATES, INC. (the "Engineers"), DOES HEREBY CERTIFY, that: 1. This certificate is furnished pursuant to Section 9(c)(17) of the Bond Purchase Contract dated [______, 2019] (the "Purchase Contract"), by and between WildBlue Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") with respect to the District's $[______] Special Assessment Revenue Bonds, Series 2019 (the "Series 2019 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated [______, 2019], and the Limited Offering Memorandum, dated [______, 2019], including the appendices attached thereto, relating to the Bonds (collectively, the "Limited Offering Memoranda"), as applicable. 2. The Engineers have been retained by the District to act as consulting engineers. 3. The plans and specifications for the 2019 Project (as described in the Limited Offering Memoranda) improvements were approved by all regulatory bodies required to approve them. All environmental and other regulatory permits or approvals required in connection with the construction of the 2019 Project were obtained. 4. The Engineers prepared the report entitled Master Engineer's Report dated December 20, 2018 (the "Report"). The Report was prepared in accordance with generally accepted engineering principles. The Report is included as ["APPENDIX C - ENGINEER'S REPORT"] to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and a description of the Report and certain other information relating to the 2019 Project are included in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum under the captions "THE CAPITAL IMPROVEMENT PLAN AND THE 2019 PROJECT" and "THE DEVELOPMENT." The Report and said information are true and D-1 complete in all material respects, contain no untrue statement of a material fact, and do not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. 5. The Engineers hereby consent to the inclusion of the Report as ["APPENDIX C - ENGINEER'S REPORT"] to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to the Engineers in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum. 6. The 2019 Project improvements will be constructed in sound workmanlike manner and in accordance with industry standards. 7. The price being paid by the District to the Developer for acquisition of the improvements included within the 2019 Project does not exceed the lesser of the cost of the 2019 Project or the fair market value of the assets acquired by the District. 8. To the best of our knowledge, after due inquiry, the Developer is in compliance in all material respects with all provisions of applicable law in all material matters relating to the Developer and the Development as described in the Limited Offering Memoranda. Except as otherwise described in the Limited Offering Memoranda, (a) all government permits required in connection with the construction of the Development as described in the Limited Offering Memoranda have been received; (b) we are not aware of the any default of any zoning condition, land use permit or development agreement which would adversely affect the ability to complete development of the Development as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no actual knowledge and are not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the Development as described in the Limited Offering Memoranda will not be obtained in due course as required by the Developer, or any other person or entity, necessary for the development of the Development as described in the Limited Offering Memoranda and all appendices thereto. 9. There is adequate water and sewer service capacity to serve the Development within the District. Date: [______, 2019]. BARRACO AND ASSOCIATES, INC. By: Name: Title: D-2 EXHIBIT E CERTIFICATE OF DISTRICT MANAGER AND METHODOLOGY CONSULTANT [______, 2019] WildBlue Community Independent Special District Lee County, Florida FMSbonds, Inc. North Miami Beach, Florida U.S. Bank National Association Fort Lauderdale, Florida Re: $[______] WildBlue Community Development District Special Assessment Revenue Bonds, Series 2019 ("Series 2019 Bonds") Ladies and Gentlemen: The undersigned representative of Wrathell, Hunt and Associates, LLC ("Wrathell"), DOES HEREBY CERTIFY: 1. This certificate is furnished pursuant to Section 9(c)(18) of the Bond Purchase Contract dated [______, 2019] (the "Purchase Contract"), by and between WildBlue Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") with respect to the District's $[______] Special Assessment Revenue Bonds, Series 2019 (the "Series 2019 Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Limited Offering Memoranda relating to the Series 2019 Bonds, as applicable. 2. Wrathell has acted as district manager and methodology consultant to the WildBlue Community Development District (the "District") in connection with the sale and issuance by the District of its Series 2019 Bonds and has participated in the preparation of the Preliminary Limited Offering Memorandum dated [______, 2019] and the Limited Offering Memorandum, dated [______, 2019], including the appendices attached thereto (collectively, the "Limited Offering Memoranda"). 3. In connection with the issuance of the Series 2019 Bonds, we have been retained by the District to prepare the WildBlue Community Development District Master Special Assessment Methodology Report dated December 21, 2018, as supplemented by the Preliminary Supplemental Special Assessment Methodology Report dated January 24, 2019 (collectively, the "Assessment Methodology"), which Assessment Methodology has been included as an appendix to the Limited Offering Memoranda. We hereby consent to the use of such Assessment Methodology in the Limited Offering Memoranda and consent to the references to us therein. 4. As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as they relate to the District, the 2019 Project, or E-1 any information provided by us, and the Assessment Methodology, as of their respective dates and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 5. The information set forth in the Limited Offering Memoranda under the headings ["THE DISTRICT," "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "FINANCIAL STATEMENTS," "LITIGATION" (insofar as such description relates to the District), "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," (as it relates to the District only) "CONTINGENT FEES,"] and in ["APPENDIX D - ASSESSMENT METHODOLOGY" and "APPENDIX E - DISTRICT'S FINANCIAL STATEMENTS"] did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 6. To the best of our knowledge, there has been no change which would materially adversely affect the assumptions made or the conclusions reached in the Assessment Methodology and the considerations and assumptions used in compiling the Assessment Methodology are reasonable. The Assessment Methodology and the assessment methodology set forth therein were prepared in accordance with all applicable provisions of Florida law. 7. As District Manager and Registered Agent for the District, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2019 Bonds, or in any way contesting or affecting the validity of the Series 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2019 Bonds, or the existence or powers of the District. 8. The Series 2019 Special Assessments, as initially levied, and as may be reallocated from time to time as permitted by resolutions adopted by the District with respect to the Series 2019 Special Assessments, are sufficient to enable the District to pay the debt service on the Series 2019 Bonds through the final maturity thereof. Dated: [______, 2019]. WRATHELL, HUNT AND ASSOCIATES, LLC, a Florida limited liability company By: Name: Title: E-2 EXHIBIT B DRAFT COPY OF PRELIMINARY LIMITED OFFERING MEMORANDUM B-1 ORL 299891331v1 PRELIMINARY LIMITED OFFERING MEMORANDUM DATED [JANUARY __, 2019] NEW ISSUE - BOOK-ENTRY ONLY LIMITED OFFERING NOT RATED In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions, assuming continuing compliance with certain covenants and Memorandum Offering Limited inary the accuracy of certain representations, (a) interest on the Series 2019 Bonds (as defined herein) is excludable from gross income for federal income tax purpose, (b) interest on the umstances shall this Preliminary Limited Limited shall Preliminary this umstances Series 2019 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and (c) the Series 2019 Bonds and the income thereon will der no circumstances shall this Preliminary Limited not be subject to taxation under the laws of the State of Florida, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. For a more complete discussion of the tax aspects of the Series 2019 Bonds including a discussion on alternative minimum tax on rict has deemed thisdeemed Prelim rict has corporations for tax years beginning before January 1, 2018, see "TAX MATTERS" herein. . $[______]* SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 Dated: Date of Delivery Due:[______], as shown herein. The $[______]* WildBlue Community Development District Special Assessment shall there be any sale of the 2013 Bonds in any jurisdiction in which such offer, solicitation or solicitationsale offer, such which jurisdiction 2013in any in theany of Bonds be sale there shall Revenue Bonds, Series 2019 (the "Series 2019 Bonds") are being issued by the WildBlue Community Development District (the "District" or "Issuer") only as registered bonds without 12 promulgated by the Exchange Securities andCommission. by 12the promulgated coupons- in current interest form in denominations of $5,000 and integral multiples thereof except as expressly set forth otherwise herein. offer to anynor of buy, there be sale the shall 2019 Series in Bonds any jurisdictionwhich in offer,or such solicitation The District will apply the proceeds of the Series 2019 Bonds for: (i) the payment of the Costs of acquiring and/or constructing all or a portion of the 2019 Project, (ii) to fund the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement, and (iii) to pay the costs of issuance of the Series 2019 Bonds. See "THE CAPITAL IMPROVEMENT PLAN AND THE 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein, and "APPENDIX A – COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE" attached hereto. The Series 2019 Bonds will bear interest at the fixed rates set forth on the inside cover, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi- annually on each June 15 and December 15, commencing [June 15, 2019]. The Series 2019 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") of New York, New York. Purchases of beneficial interests in the Series 2019 Bonds will be made only in book-entry form. Accordingly, principal of, and interest on the Series 2019 Bonds will be paid from sources described below by U.S. Bank inary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no orUnder completion amendment. circ subject are to herein contained information the and Memorandum Offering Limited inary National Association, as trustee (the "Trustee"), directly to DTC as the registered owner thereof. except for permitted omissions, within the contemplation of Rule 15c2 of thepermitted contemplation omissions, within except for " * Preliminary, subject to change. final, This Preliminary Limited Offering Memorandum and the information contained herein are subject anOffering offer constitute toMemorandum an orsell solicitationa of to completion or amendment. Un of laws jurisdiction securities orsuch under qualificationthe exemption would priorsale registration, beto unlawful This Prelim norbuy, an or offer of anto solicitation a offer sell to Offering constitute Memorandum Dist The jurisdiction. suchunderof the laws securities or qualification exemption unlawfulwould prior registration, beto " Disbursements of such payments to the DTC Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of the DTC Participants and the Indirect Participants (as hereinafter defined), as more fully described herein. Any purchaser of a beneficial interest in a Series 2019 Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Series 2019 Bond. See "BOOK-ENTRY ONLY SYSTEM" herein. The District is a local unit of special purpose government duly created, organized and existing under the provisions of the Uniform Community District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and created by Ordinance 2017-17 enacted by the Board of County Commissioners of Lee County, Florida on November 7, 2017, and became effective on November 18, 2017. The boundaries of the District contain approximately 2,352 acres of land in Lee County, Florida. The District was created for the purpose of planning, constructing, maintaining, operating, financing, and improving the provision of systems, facilities, and services necessary to meet the infrastructure needs of the Development (as defined herein). The Series 2019 Bonds are being issued by the District pursuant to the Act, Resolution Nos. 2018-25 and 2019-07 adopted by the Board of Supervisors of the District (the "Board") on January 25, 2018, and January 24, 2019, respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of [February 1, 2019] (the "Master Indenture"), as supplemented by that certain First Supplemental Trust Indenture dated as of [February 1, 2019] (the "First Supplemental Indenture" and, together with the Master Indenture, the " Indenture"). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A - COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE" attached hereto. The Series 2019 Bonds are equally and ratably secured by the Series 2019 Pledged Revenues, without preference or priority of one Series 2019 Bond over another. The Series 2019 Pledged Revenues shall mean (a) all revenues received by the Issuer from the Series 2019 Special Assessments levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019 Indenture created and established with respect to or for the benefit of the Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (A) any moneys transferred to the Series 2019 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein. THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, LEE COUNTY, FLORIDA (THE "COUNTY"), THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. The Series 2019 Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2019 BONDS - Redemption Provisions" herein. The Series 2019 Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). The Underwriter named below is limiting this offering to "Accredited Investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to Accredited Investors does not denote restrictions on transfer in any secondary market for the Series 2019 Bonds. The Series 2019 Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2019 Bonds. This cover page contains information for quick reference only. It is not a summary of the Series 2019 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision. The initial sale of the Series 2019 Bonds is subject to certain conditions precedent, including, without limitation, receipt of the opinion of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, as to the validity of the Series 2019 Bonds and the excludability of interest thereon from gross income for federal income tax purposes. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida, and for the Developer by its counsel, Pavese Law Firm, Fort Myers, Florida. Certain legal matters will be passed upon for the District by Greenberg Traurig, P.A., Orlando, Florida, as Disclosure Counsel. Aponte & Associates Law Firm, P.L.L.C, Orlando, Florida is serving as Underwriter's counsel. It is expected that the Series 2019 Bonds will be delivered in book-entry form through the facilities of DTC on or about [______], 2019. FMSbonds, Inc. Dated: ______, 2019. MATURITY SCHEDULE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT (LEE COUNTY, FLORIDA) $[______]* SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 * Preliminary; subject to change. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS Russell Smith,(1) Chair Chris Hasty,(1) Vice-Chair David Caldwell,(1) Assistant Secretary Barry Ernst,(1) Assistant Secretary Chris Johnson,(1) Assistant Secretary DISTRICT MANAGER/METHODOLOGY CONSULTANT Wrathell, Hunt and Associates, LLC Boca Raton, Florida DISTRICT COUNSEL Hopping Green & Sams, P.A. Tallahassee, Florida BOND COUNSEL Greenberg Traurig, P.A. Orlando, Florida DISCLOSURE COUNSEL Greenberg Traurig, P.A. Orlando, Florida DISTRICT ENGINEER Barraco and Associates, Inc. Fort Myers, Florida (1) [Employee of, or affiliated with, the Developer.] NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SERIES 2019 BONDS AND THERE SHALL BE NO OFFER, SOLICITATION, OR SALE OF THE SERIES 2019 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE DEVELOPER (AS HEREINAFTER DEFINED), THE DISTRICT, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE UNDERWRITER NAMED ON THE COVER PAGE OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPER OR IN THE STATUS OF THE DEVELOPMENT, SERIES 2019 ASSESSMENT AREA OR THE 2019 PROJECT (AS SUCH TERMS ARE HEREINAFTER DEFINED) SINCE THE DATE HEREOF. THE SERIES 2019 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE SERIES 2019 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE DISTRICT, LEE COUNTY, FLORIDA, THE STATE OF FLORIDA, NOR ANY OTHER POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE MERITS OF THE SERIES 2019 BONDS, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM. "FORWARD-LOOKING STATEMENTS" ARE USED IN THIS DOCUMENT BY USING FORWARD LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "INTENDS," "EXPECTS," "BELIEVES," "ANTICIPATES," "ESTIMATES," OR OTHERS. THE READER IS CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE GENERAL ECONOMIC AND BUSINESS CONDITIONS, CONDITIONS IN THE FINANCIAL MARKETS AND REAL ESTATE MARKET, THE DISTRICT'S COLLECTION OF ASSESSMENTS, AND VARIOUS OTHER FACTORS WHICH MAY BE BEYOND THE DISTRICT'S AND THE DEVELOPER'S CONTROL. BECAUSE THE DISTRICT AND THE DEVELOPER CANNOT PREDICT ALL FACTORS THAT MAY AFFECT FUTURE DECISIONS, ACTIONS, EVENTS, OR FINANCIAL CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT IS INCLUDED IN FORWARD-LOOKING STATEMENTS. THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT AND THE DEVELOPER DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF ITS EXPECTATIONS OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR, OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN. REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS LIMITED OFFERING MEMORANDUM FOR ANY PURPOSE INCLUDING FOR PURPOSES OF RULE 15C2-12 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE. THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1). TABLE OF CONTENTS PAGE INTRODUCTION ...... 1 DESCRIPTION OF THE SERIES 2019 BONDS ...... 3 General Description ...... 3 Redemption Provisions ...... 4 BOOK-ENTRY ONLY SYSTEM ...... 8 SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS ...... 11 General ...... 11 Additional Bonds ...... 12 Covenant Against Sale or Encumbrance ...... 12 Acquisition and Construction Fund ...... 13 Reserve Accounts ...... 13 Deposit and Application of the Pledged Revenues ...... 14 Investments ...... 15 Covenant to Levy the Series 2019 Special Assessments ...... 16 Prepayment of Series 2019 Special Assessments ...... 16 Collateral Assignment and Assumption of Development and Contract Rights...... 17 Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner ...... 18 Events of Default and Remedies ...... 19 ENFORCEMENT OF ASSESSMENT COLLECTIONS ...... 21 General ...... 21 Direct Billing & Foreclosure Procedure ...... 22 Uniform Method Procedure ...... 22 BONDOWNERS' RISKS ...... 25 Concentration of Land Ownership ...... 26 Bankruptcy Risks ...... 26 Series 2019 Special Assessments Are Non-Recourse ...... 27 Regulatory and Environmental Risks ...... 27 Economic Conditions and Changes in Development Plans ...... 28 Other Taxes ...... 29 Limited Secondary Market for Series 2019 Bonds ...... 29 Inadequacy of Reserve Accounts ...... 29 Legal Delays ...... 30 IRS Examination and Audit Risk ...... 30 Loss of Exemption from Securities Registration ...... 32 Federal Tax Reform ...... 33 State Tax Reform ...... 33 Insufficient Resources or Other Factors causing Failure to Complete the 2019 Project or the Development of, and Construction of Homes within, the Series 2019 Assessment Areas ...... 33 Payment of Series 2019 Special Assessments after Bank Foreclosure ...... 34 ESTIMATED SOURCES AND USES OF FUNDS ...... 35 DEBT SERVICE REQUIREMENTS...... 36 THE DISTRICT ...... 37 General Information ...... 37 Legal Powers and Authority ...... 37 (i) Governing Board ...... 38 The District Manager and Other Consultants ...... 38 Outstanding Indebtedness ...... 39 [THE CAPITAL IMPROVEMENT PLAN AND THE 2019 PROJECT] ...... 39 2019 Project ...... 39 ASSESSMENT METHODOLOGY AND THE ALLOCATION OF SERIES 2019 SPECIAL ASSESSMENTS ...... 39 General ...... 39 Series 2019 Special Assessments ...... 40 THE DEVELOPMENT ...... 41 General ...... 41 Land Acquisition Summary ...... 42 Development and Financing Plan ...... 42 Residential Product Offerings ...... 43 Amenities ...... 44 Development Approvals and Permits ...... 44 Environmental ...... 44 Utilities and the Utility System ...... 45 Taxes, Fees and Assessments ...... 45 Education ...... 45 Competition ...... 46 THE DEVELOPERS ...... 47 Lennar ...... 47 Pulte ...... 48 TAX MATTERS ...... 48 General ...... 48 [Original Issue Discount and Premium Bonds] ...... 50 Information Reporting and Backup Withholding ...... 51 Changes in Federal and State Tax Law ...... 51 AGREEMENT BY THE STATE ...... 52 LEGALITY FOR INVESTMENT ...... 52 SUITABILITY FOR INVESTMENT ...... 52 ENFORCEABILITY OF REMEDIES ...... 52 LITIGATION ...... 53 The District ...... 53 The Developer ...... 53 CONTINGENT FEES ...... 53 NO RATING ...... 53 EXPERTS ...... 53 FINANCIAL INFORMATION ...... 54 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ...... 54 CONTINUING DISCLOSURE ...... 54 UNDERWRITING ...... 55 VALIDATION ...... 56 LEGAL MATTERS ...... 56 MISCELLANEOUS ...... 56 (ii) AUTHORIZATION AND APPROVAL ...... 57 APPENDIX A - COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE APPENDIX B - PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX C - ENGINEER'S REPORT APPENDIX D - ASSESSMENT METHODOLOGY APPENDIX E - DISTRICT'S FINANCIAL STATEMENTS APPENDIX F - PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT (iii) LIMITED OFFERING MEMORANDUM $[______]* SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2019 INTRODUCTION The purpose of this Limited Offering Memorandum, including the cover page, the inside cover page, and appendices hereto, is to set forth certain information in connection with the offering and issuance by the WildBlue Community Development District (the "District" or "Issuer") of its $[______]* Special Assessment Revenue Bonds, Series 2019 (the "Series 2019 Bonds") THE SERIES 2019 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2019 BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2019 BONDS. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2019 BONDS. SEE "BONDOWNERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN. The District is a local unit of special purpose government duly created, organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act") and created by Ordinance 2017-17, enacted by the Board of County commissioners of Lee County, Florida on November 7, 2017, and became effective on November 8, 2017. The boundaries of the District contain approximately 2,352 acres of land in Lee County, Florida (the "County") (the "District Lands"). The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands, and has previously determined to undertake in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of certain District Lands. The Act authorizes the District to issue bonds for the purpose of, among others, financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, equipping and operating water management, water supply, sewer and wastewater management, roads, interchanges and bridges, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act. Lennar Homes, LLC, a Florida limited liability company (the "Lennar") and Pulte Home Company, a Florida limited liability company, are developers of the Development ("Pulte" and together with Lennar, the "Developer"). * Preliminary, subject to change. The Series 2019 Bonds are being issued by the District pursuant to the Act, Resolution Nos. 2018-25 and 2019-07 adopted by the Board of Supervisors of the District (the "Board") on January 25, 2018, and [January 24, 2019], respectively (collectively, the "Resolution"), and a Master Trust Indenture dated as of [February 1, 2019] (the "Master Indenture"), as supplemented with respect to the Series 2019 Bonds, by that certain First Supplemental Trust Indenture dated as of [February 1, 2019] (the "First Supplemental Indenture" and, together with the Master Indenture, the "Indenture"). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A - COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE" attached hereto. The District will apply the proceeds of the Series 2019 Bonds to: (i) the payment of the Costs of acquiring and/or constructing all or a portion of the 2019 Project, (ii) to fund the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement, and (iii) to pay the costs of issuance of the Series 2019 Bonds. See "THE CAPITAL IMPROVEMENT PLAN AND THE 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein, and "APPENDIX A - COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE" attached hereto. The Series 2019 Bonds are subject to optional redemption, mandatory sinking fund redemption and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2019 BONDS - Redemption Provisions" herein. The Series 2019 Bonds are equally and ratably secured by the Series 2019 Pledged Revenues. "Series 2019 Pledged Revenues" shall mean (a) all revenues received by the Issuer from the Series 2019 Special Assessments levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (A) any moneys transferred to the Series 2019 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) "special assessments" levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein. THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT 2 THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. There follows in this Limited Offering Memorandum a brief description of the District, the Developer, the Development, Series 2019 Assessment Area, the 2019 Project and summaries of the terms of the Series 2019 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the provisions of the Act are qualified in their entirety by reference to such documents and statutory provisions, and all references to the Series 2019 Bonds are qualified by reference to the respective definitive form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture, and the proposed forms of the First Supplemental Indenture appear in APPENDIX A attached hereto. This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change. DESCRIPTION OF THE SERIES 2019 BONDS General Description Each Series of the Series 2019 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 and any integral multiple thereof; provided, however, if any initial beneficial owner does not purchase at least $100,000 of the Series 2019 Bonds, respectively, at the time of initial delivery of the Series 2019 Bonds, such beneficial owner must either execute and deliver to the District and the Underwriter on the date of delivery of the Series 2019 Bonds an investor letter or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an "accredited investor," as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended. A Beneficial Owner may hold Series 2019 Bonds in an aggregate amount which is less than $5,000 as a result of any extraordinary mandatory redemption of Series 2019 Bonds (including as a result of Prepayments) or Amortization Installments on the Series 2019 Bonds that are made in due course, subject to rounding to the nearest $5,000 increment of principal. The Series 2019 Bonds will mature, subject to the redemption provisions set forth herein, on the dates and in the amounts set forth on the inside cover page hereof. See "SUITABILITY FOR INVESTMENT" herein. Each Series of the Series 2019 Bonds shall be dated as of the date of initial issuance and delivery. Each Series 2019 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2019 Bond has been paid, in which event such Series 2019 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2019 Bonds, in which event, such Series 2019 Bond shall bear interest from its date of issuance. "Interest 3 Payment Date" means each June 15 and December 15, commencing [June 15, 2019], and any other date on which principal of the Series 2019 Bonds is paid, and shall be computed on the basis of a 360-day year of twelve 30-day months. Upon initial issuance, the ownership of each such Series 2019 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee for The Depository Trust Company, New York, New York ("DTC"), the initial Bond Depository. With respect to Series 2019 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2019 Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2019 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2019 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Series 2019 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such Series 2019 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2019 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2019 Bond, for the purpose of registering transfers with respect to such Series 2019 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2019 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in the First Supplemental Indenture, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2019 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2019 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words "Cede & Co." in the First Supplemental Indenture, shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent. See "BOOK-ENTRY ONLY SYSTEM." U.S. Bank National Association is initially serving as the Trustee, Registrar and Paying Agent for the Series 2019 Bonds. Redemption Provisions The Series 2019 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in Article III of the First Supplemental Indenture. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the 4 dates as required in the First Supplemental Indenture. Except as otherwise provided in Section 3.01 if less than all the Series 2019 Bonds are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2019 Bonds or portions of the Series 2019 Bonds to be redeemed by lot. Partial redemptions of Series 2019 Bonds shall be made in such a manner that the remaining Series 2019 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2019 Bond. The Series 2019 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided in the First Supplemental Indenture and discussed below. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates specified below. Optional Redemption The Series 2019 Bonds may, at the option of the Issuer, provided written notice hereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days' notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after December 15, [20__] (less than all Series 2019 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2019 Optional Redemption Subaccount of the Series 2019 Bond Redemption Account. Extraordinary Mandatory Redemption in Whole or in Part The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows: (i) from Series 2019 Prepayment Principal deposited into the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Special Assessments on any assessable property within the District in accordance with the provisions of the First Supplemental Indenture. (ii) from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019 Rebate Fund and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture. (iii) Upon the Completion Date, from any funds remaining on deposit in the Series 2019 Acquisition and Construction Account not otherwise reserved to complete a portion of the 2019 Project and which have been transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. 5 Mandatory Sinking Fund Redemption The Series 2019 Bonds maturing on December 15, [20__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, [20__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, [20__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount 6 Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, [20__] are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years. 7 Notice of Redemption When required to redeem Series 2019 Bonds under any provision of the First Supplemental Indenture or directed to redeem Series 2019 Bonds by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Series 2019 Bonds for which notice was duly mailed in accordance with Article VIII of the Master Indenture. BOOK-ENTRY ONLY SYSTEM The information in this caption concerning The Depository Trust Company ("DTC"), New York, New York ("DTC") and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter makes any representation or warranty or takes any responsibility for the accuracy or completeness of such information. DTC will act as securities depository for the Series 2019 Bonds. The Series 2019 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2019 Bond certificate will be issued for each maturity of the Series 2019 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of 8 AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2019 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2019 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2019 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2019 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2019 Bonds, except in the event that use of the book-entry system for the Series 2019 Bonds is discontinued. To facilitate subsequent transfers, all Series 2019 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2019 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2019 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2019 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2019 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2019 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2019 Bond documents. For example, Beneficial Owners of Series 2019 Bonds may wish to ascertain that the nominee holding the Series 2019 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2019 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2019 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s 9 consenting or voting rights to those Direct Participants to whose accounts the Series 2019 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and interest payments on the Series 2019 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2019 Bonds at any time by giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2019 Bond certificates are required to be printed and delivered. The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2019 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC's book-entry system information has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof. NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2019 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2019 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM. 10 SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS General THE SERIES 2019 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. Series 2019 Pledged Revenues. The Series 2019 Bonds are equally and ratably secured by the Series 2019 Pledged Revenues, without preference or priority of one Series 2019 Bond over another. The "Series 2019 Pledged Revenues" shall mean (a) all revenues received by the Issuer from the Series 2019 Special Assessments levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture created and established with respect to or for the benefit of the Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (A) any moneys transferred to the Series 2019 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund, and (C) special assessments levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "maintenance assessments" levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). The "Series 2019 Special Assessments" are the assessments levied on the assessable lands within the District as a result of the Issuer's acquisition and/or construction of the 2019 Project, corresponding in amount to the debt service on the Series 2019 Bonds and designated as such in the methodology report relating thereto, together with the applicable interest specified by resolution adopted by the Board, the interest specified in Chapter 170 Florida Statutes, as amended, if any such interest is collected by or on behalf of the Board, and any applicable penalties collected by or on behalf of the District, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to as such and pledged to the Series 2019 Bonds. The Series 2019 Special Assessments are non-ad valorem assessments being imposed pursuant to the Assessment Resolutions (as defined in the Indenture) and the assessment proceedings conducted 11 by the District (the "Assessment Proceedings"). Non-ad valorem assessments are not based on millage and are not taxes, but are a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. The Series 2019 Special Assessments will constitute a lien against the land as to which the Series 2019 Special Assessments are imposed. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. The Series 2019 Special Assessments are levied in an amount corresponding to the debt service on the Series 2019 Bonds and allocated to certain lands within the District on the basis of benefit received as a result of the 2019 Project. The Assessment Methodology (as hereinafter defined), which describes the methodology for allocating the Series 2019 Special Assessments to the assessable lands within the Series 2019 Assessment Area is included as APPENDIX D attached hereto. Additional Bonds Series 2019 Special Assessments. Under the Indenture, the District will covenant not to issue any other Bonds or other debt obligations secured by the Series 2019 Special Assessments. The District further covenants not to issue any other Bonds or other debt obligations secured by Special Assessments levied against any assessable lands within the District subject to the Series 2019 Special Assessments until the Series 2019 Special Assessments have been Substantially Absorbed. Such covenants of the District will not prevent the District from issuing refunding bonds or preclude the District from imposing Special Assessments or other non–ad valorem assessments on any lands within the District in connection with capital projects that are necessary for health, safety or welfare reasons or to remediate any natural disaster. The District and the Trustee may rely on a written certificate from the District Manager regarding the status of the aforementioned platting and residential units. "Substantially Absorbed" shall mean the date at least [___]% of the principal portion of the Series 2019 Special Assessments have been assigned to residential units that have received certificates of occupancy. Other Assessment Areas. The District is permitted to issue Bonds or other debt obligations on lands within a Series 2019 Assessment Area for any capital project where no Series 2019 Special Assessments are levied. [The District anticipates issuing additional bonds in the future to fund improvements in other areas of the District that will be secured by Assessments on lands separate and distinct from the lands subject to any of the Series 2019 Special Assessments.] The District and other public entities currently impose and may impose additional taxes or other special assessments on the same properties encumbered by the Series 2019 Special Assessments without the consent of the Owners of the Series 2019 Bonds. The District expects to continue to impose certain non-ad valorem special assessments called maintenance assessments, which are of equal dignity with the Series 2019 Special Assessments, on the same lands upon which the Series 2019 Special Assessments are imposed, to fund the maintenance and operation of the District. See "THE DEVELOPMENT - Taxes, Fees and Assessments" and "BONDOWNERS' RISKS" herein for more information. Covenant Against Sale or Encumbrance In the Indenture, the District has covenanted that (i) except for those improvements comprising the 2019 Project that are to be conveyed by the District to a unit of local government, 12 or to the State or any agency instrumentality of either of the forgoing or the United States Government; and (ii) except as otherwise permitted in the Indenture, it will not sell, lease or otherwise dispose of or encumber the 2019 Project or any part thereof. See "APPENDIX A - COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE" attached hereto for more information. Acquisition and Construction Fund Acquisition and Construction Account relating to the 2019 Project. The Indenture establishes a separate account within the Acquisition and Construction Fund designated as the "Series 2019 Acquisition and Construction Account." A portion of the proceeds from the Series 2019 Bonds shall be deposited into the Series 2019 Acquisition and Construction Account in the amounts set forth in the First Supplemental Indenture, and such moneys shall be applied as set forth in the Indenture. After the Completion Date, any moneys remaining in the Series 2019 Acquisition and Construction Account, as evidenced in writing from the Issuer or from the District Manager, on behalf of the Issuer to the Trustee, shall be transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. Pursuant to the Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the "Series 2019 Costs of Issuance Account." Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Costs of Issuance Account in the amount set forth in Section 2.06 of the First Supplemental Indenture. Upon presentment to the Trustee of a properly signed requisition, the Trustee shall withdraw moneys from the Series 2019 Costs of Issuance Account to pay the costs of issuing the Series 2019 Bonds. Six months after the issuance of the Series 2019 Bonds, any moneys remaining in the Series 2019 Costs of Issuance Account in excess of the actual costs of issuing the Series 2019 Bonds requested to be disbursed by the Issuer shall be deposited into the Series 2019 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2019 Bonds shall be paid from excess Series 2019 Pledged Revenues on deposit in the Series 2019 Revenue Account. Reserve Accounts Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Reserve Fund designated as the "Series 2019 Reserve Account." Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Reserve Account in the amount set forth in Section 2.06 of the First Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2019 Reserve Account shall be applied for the purposes provided therein and in Section 4.01(f) of the First Supplemental Indenture. All investment earnings on moneys in the Series 2019 Reserve Account shall remain on deposit therein. On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019 Reserve Account and transfer any excess therein above the Reserve Requirement for 13 the Series 2019 Bonds caused by investment earnings to be transferred to the Series 2019 Revenue Account in accordance with the First Supplemental Indenture. Notwithstanding any of the foregoing, amounts on deposit in the Series 2019 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019 Bonds to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2019 Special Assessments and applied to redeem a portion of the Series 2019 Bonds is less than the principal amount of Series 2019 Bonds indebtedness attributable to such lands. Deposit and Application of the Pledged Revenues Series 2019 Bonds. Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the “Series 2019 Revenue Account.” Series 2019 Special Assessments (except for Prepayments of Series 2019 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2019 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2019 Revenue Account. Pursuant to the First Supplemental Indenture the Trustee shall transfer from amounts on deposit in the Series 2019 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority: FIRST, upon receipt but no later than the Business Day next preceding each June 15 commencing June 15, 2019, to the Series 2019 Interest Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the interest on the Series 2019 Bonds becoming due on the next succeeding June 15, less any amounts on deposit in the Series 2019 Capitalized Interest Account and the Series 2019 Interest Account not previously credited; SECOND, upon receipt but no later than the Business Day next preceding each December 15 commencing December 15, 2019, to the Series 2019 Interest Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the interest on the Series 2019 Bonds becoming due on the next succeeding December 15, less any amount on deposit in the Series 2019 Capitalized Interest Account or the Series 2019 Interest Account not previously credited; THIRD, no later than the Business Day next preceding each December 15, commencing December 15, 20[___], to the Series 2019 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the principal amount of Series 2019 Bonds subject to sinking fund redemption on such December 15, less any amount on deposit in the Series 2019 Sinking Fund Account not previously credited; FOURTH, no later than the Business Day next preceding the December 15, which is the principal payment date for any Series 2019 Bonds, to the Series 2019 Principal Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the principal amount of Series 2019 Bonds Outstanding maturing on such 14 December 15, less any amounts on deposit in the Series 2019 Principal Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2019 Bonds remain Outstanding, to the Series 2019 Reserve Account, an amount from the Series 2019 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2019 Bonds; and SIXTH, notwithstanding the foregoing, at any time the Series 2019 Bonds are subject to redemption on a date which is not a June 15 or December 15 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2019 Revenue Account to the Series 2019 Interest Account, the amount necessary to pay interest on the Series 2019 Bonds subject to redemption on such date; and SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2019 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2019 Bonds and next, any balance in the Series 2019 Revenue Account shall remain on deposit in such Series 2019 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2019 Rebate Fund, in which case, the Issuer shall direct the Trustee to make such deposit thereto. Investments The Trustee shall, as directed by the Issuer in writing, invest moneys held in the Series 2019 Accounts in the Debt Service Fund and the Bond Redemption Fund only in Government Obligations and securities described in subparagraphs (iv), (v), (vi), (ix), (x) or (xi) of the definition of Investment Securities. The Trustee shall, as directed by the Issuer in writing, invest moneys held in Series 2019 Reserve Account 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 in the Indenture. All securities securing investments under the Indenture shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of the Master Indenture, any interest and other income so received shall be deposited in the Series 2019 Revenue Account. Upon 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 15 loss resulting from the sale thereof. 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 Series 2019 Revenue Account. In the absence of written investment instructions from the Issuer, the Trustee shall not be responsible or liable for keeping the moneys held by it invested or for any losses because such amounts were not invested. Moneys in any of the Funds and Accounts established pursuant to the Indenture, when held by the Trustee, shall be promptly invested by the Trustee in accordance with all written directions from the Issuer and the Issuer shall be responsible for ensuring that such instructions conform to requirements of the Master Indenture. The Trustee shall not be liable or responsible for any loss or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may conclusively rely upon the Issuer's written instructions as to both the suitability and legality of all investments directed under the Indenture. Covenant to Levy the Series 2019 Special Assessments The District has covenanted to comply with the terms of the proceedings adopted with respect to the Series 2019 Special Assessments, including the Assessment Methodology, and to levy the Series 2019 Special Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on each applicable Series 2019 Bonds, when due. If any Series 2019 Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such Series 2019 Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the District shall have omitted to make such Series 2019 Special Assessment when it might have done so, the District has additionally covenanted to either (i) take all necessary steps to cause a new Series 2019 Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement, or (ii) in its sole discretion, make up the amount of such Series 2019 Special Assessment from legally available moneys, which moneys shall be deposited into the Series 2019 Revenue Account. In case any such subsequent Series 2019 Special Assessment shall also be annulled, the District shall obtain and make other Series 2019 Special Assessments until a valid Series 2019 Special Assessment shall be made. Prepayment of Series 2019 Special Assessments Pursuant to the Assessment Proceedings, an owner of property subject to the Series 2019 Special Assessments may pay the entire principal balance of such Series 2019 Special Assessments at any time, or a portion of the remaining balance of Series 2019 Special Assessments one time if there is also paid, in addition to the prepaid principal balance of the Series 2019 Special Assessment, an amount equal to the interest that would otherwise be due on such prepaid amount 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 such Series 2019 Special Assessments owned by such owner. 16 Pursuant to the Act, the provisions of Section 170.09, Florida Statutes, which permit the prepayment of special assessments without interest upon completion of a project funded by such assessments, are not applicable to assessments levied by the District. In addition, the Developer, as the majority owner of the property within the Series 2019 Assessment Areas of the District, will acknowledge that no such right is available with respect to the Series 2019 Special Assessments, on behalf of itself and its successors and assigns in connection with the issuance of the Series 2019 Bonds. The Series 2019 Bonds are subject to extraordinary mandatory redemption as indicated under "DESCRIPTION OF THE SERIES 2019 BONDS - Redemption Provisions - Extraordinary Mandatory Redemption" from optional prepayments of Series 2019 Special Assessments by property owners. Collateral Assignment and Assumption Agreement As a condition precedent to the issuance of the Series 2019 Bonds, and as an inducement for the Bondholders to purchase the Series 2019 Bonds, the Developer will execute and deliver to the District a Collateral Assignment and Assumption Agreement (the "Collateral Assignment"), pursuant to which the Developer will collaterally assign to the District, to the extent assignable, to the extent accepted by the District in its sole discretion and to the extent that they are solely owned or controlled by the Developer or subsequently acquired by the Developer, and subject to the limitations set forth below, all of its development rights relating to the development of the of the 2019 Project and the Series 2019 Assessment Area (collectively, the "Development Rights"). The Development Rights include the following as they pertain to the development of the 2019 Project and the Series 2019 Assessment Area: (i) engineering and construction plans and specifications for grading, roadways, site drainage, stormwater drainage, signage, water distribution, waste water collection, and other improvements; (ii) preliminary and final site plans; (iii) architectural plans and specifications for public buildings and other public improvements to the developable property within the Series 2019 Assessment Area; (iv) permits, approvals, resolutions, variances, licenses and franchises granted by governmental authorities, or any of their respective agencies, for or affecting the 2019 Project or the Series 2019 Assessment Area and construction of improvements thereon and off-site to the extent improvements are necessary or required to complete the development of the Series 2019 Assessment Area; (v) contracts with engineers, architects, land planners, landscape architects, consultants, contractors, and suppliers for or relating to the construction of the 2019 Project or the construction of public improvements on the Series 2019 Assessment Area; (vi) all prepaid impact fees and impact fee credits; (vii) contracts and agreements with private utility providers to provide utility services to the lands within the Series 2019 Assessment Area; and (viii) all future creations, changes, extensions, revisions, modifications, substitutions, and replacements of any of the foregoing. [The Development Rights specifically exclude any portion of the Development Rights listed above which relate solely to lands outside of the Series 2019 Assessment Area, or relates to a [Prior Transfer] (as defined in the Collateral Assignment) as may be required by applicable permits, approvals, plats, entitlements or regulations affecting the District, if any, or to end user residents. Upon the occurrence of an Event of Default (as defined in the Collateral Assignment), the Developer and the District have agreed to cooperate in order to effectuate a bifurcation of any Development Rights applicable to the Series 2019 17 Assessment Area and other lands in the District so that the District shall only assume the Development Rights applicable to the Series 2019 Assessment Area.] Notwithstanding any above provisions to the contrary, in the event the District forecloses on the lands within the Series 2019 Assessment Area subject to any Series 2019 Special Assessments as a result of the Developer's or subsequent landowner's failure to pay such assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the 2019 Project or the development of the Series 2019 Assessment Area. See "BONDOWNERS' RISKS" herein. Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner The Master Indenture contains the following provisions which shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to the Series 2019 Special Assessments pledged to the Series 2019 Bonds Outstanding (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). For as long as any Series 2019 Bonds remain Outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, the Series 2019 Bonds or the Series 2019 Special Assessments, the Issuer shall be obligated to act in accordance with any direction from the Trustee with regard to all matters directly or indirectly affecting at least three percent (3%) of the Outstanding aggregate principal amount of the Series 2019 Bonds or for as long as any Series 2019 Bonds remain Outstanding, in any proceeding involving the Issuer, any Insolvent Taxpayer, the Series 2019 Bonds or the Series 2019 Special Assessments or the Trustee. The District will acknowledge and agree that, although such Series 2019 Bonds were issued by the District, the Owners of such Series 2019 Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer: (a) the Issuer agrees that it shall follow the direction of the Trustee in making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2019 Special Assessments, the Series 2019 Bonds or any rights of the Trustee under the Indenture; (b) the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2019 Special Assessments, the Series 2019 Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction from the Trustee; (c) the Trustee shall have the right, but is not obligated to, (i) vote in any such Proceeding any and all claims of the Issuer, or (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, including without limitation, motions seeking relief from the automatic stay, dismissal the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-petition financing. If the Trustee chooses to exercise any such rights, the Issuer shall be deemed to have appointed the 18 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 Bankruptcy Code and (d) 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 Trustee’s enforcement of the Issuer claim and rights with respect to the Series 2019 Special Assessments or receipt of adequate protection (as that term is defined in the 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 Series 2019 Special Assessments, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim. See "BONDOWNERS' RISKS - Bankruptcy Risks" herein for more information.] Events of Default and Remedies The Indenture provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the Series 2019 Bonds: (a) if payment of any installment of interest on any Series 2019 Bond is not made when it becomes due and payable; or (b) if payment of the principal or Redemption Price of any Series 2019 Bond 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 in, or is rendered incapable of, fulfilling its obligations under the Indenture or under the Act, as determined by a majority of the Holders of such Series 2019 Bond; 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 Series 2019 Bond and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Series 2019 Bond; provided, however, that if such performance requires work to be 19 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; or (f) if at any time the amount in the Series 2019 Reserve Account or any account therein is less than the Reserve Requirement as a result of the Trustee withdrawing an amount therefrom to satisfy the Reserve Requirement on the Series 2019 Bonds and such amount has not been restored within thirty (30) days of such withdrawal; or (g) if, at any time after eighteen months following issuance of the Series 2019 Bonds, more than twenty percent (20%) of the "maintenance special assessments" levied by the Issuer on the District Lands upon which the Special Assessments are levied to secure the Series 2019 Bonds pursuant to Section 190.021(3), Florida Statutes, as amended, and collected directly by the District have become due and payable and have not been paid, when due. No Series of Bonds issued under the Master Indenture, including the Series 2019 Bonds, shall be subject to acceleration. Upon occurrence and continuance of an Event of Default, no optional redemption or extraordinary mandatory redemption of the Series 2019 Bonds pursuant to the Indenture shall occur unless all of the Bonds of the Series where an Event of Default has occurred will be redeemed or if 100% of the Holders of the Outstanding Series 2019 Bonds agree to such redemption. Upon the happening and continuance of any Event of Default specified above with respect to the Series 2019 Bonds, the Trustee the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its own name: (a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Series 2019 Bonds, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Series 2019 Bonds and to perform its or their duties under the Act; (b) bring suit upon the Series 2019 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 Series 2019 Bonds; (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 Series 2019 Bonds; 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 2019 Bonds. 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 under the Indenture as though no such proceeding had been taken. The Majority Owners of such Series 2019 Bonds then Outstanding shall, subject to the requirements of the Master Indenture, have the right, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee under the Master Indenture. 20 ENFORCEMENT OF ASSESSMENT COLLECTIONS General The primary source of payment for the Series 2019 Bonds is the collection of Series 2019 Special Assessments imposed on certain lands in the District specially benefited by the 2019 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF SERIES 2019 ASSESSMENTS" herein and "APPENDIX D - ASSESSMENT METHODOLOGY" attached hereto. The imposition, levy, and collection of Series 2019 Special Assessments must be done in compliance with the provisions of Florida law. Failure by the District, the County Tax Collector ("Tax Collector") or the County Property Appraiser ("Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Series 2019 Special Assessments during any year. Such delays in the collection of Series 2019 Special Assessments, or complete inability to collect any Series 2019 Special Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2019 Bonds. See "BONDOWNERS' RISKS" herein. To the extent that landowners fail to pay the Series 2019 Special Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2019 Bonds. For the Series 2019 Special Assessments to be valid, the Series 2019 Special Assessments must meet two requirements: (i) the benefit from the 2019 Project to the lands subject to the Series 2019 Special Assessments must exceed or equal the amount of the Series 2019 Special Assessments, and (ii) the Series 2019 Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Certificate of the Assessment Consultant certifies that these requirements have been met with respect to the Series 2019 Special Assessments. In the event that the Series 2019 Special Assessments are levied based on the assumptions that future contributions will be made, the Series 2019 Special Assessments may need to be reallocated in the event such contributions are not made. Pursuant to the Act and the Assessment Proceedings, the District may collect the Series 2019 Special Assessments through a variety of methods. See "BONDOWNERS' RISKS" herein. Initially, and for undeveloped properties owned by the Developer and subsequent landowners, the District will directly issue annual bills to landowners requiring payment of the Series 2019 Special Assessments, and will enforce that bill through foreclosure proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF SERIES 2019 ASSESSMENTS" herein and "APPENDIX D - ASSESSMENT METHODOLOGY" attached hereto. As lands are developed, the Series 2019 Special Assessments will be added to the County tax roll and collected pursuant to the Uniform Method. The following is a description of certain statutory provisions relating to each of these collection methods. Such description is not intended to be exhaustive and is qualified in its entirety by reference to such statutes. 21 Direct Billing & Foreclosure Procedure As noted above, and pursuant to Chapters 170, Florida Statutes and the Act, the District may directly levy, collect and enforce the Series 2019 Special Assessments. In this context, Section 170.10 of the Florida Statutes provides that upon the failure of any property owner to timely pay all or any part of the annual installment of principal and/or interest of a special assessment due, including the Series 2019 Special Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one-year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes. Enforcement of the obligation to pay Series 2019 Special Assessments and the ability to foreclose the lien of such Series 2019 Special Assessments upon the failure to pay such Series 2019 Special Assessments may not be readily available or may be limited because enforcement is dependent upon judicial action which is often subject to discretion and delay. Additionally, there is no guarantee that there will be demand for any foreclosed lands sufficient to repay the Special Assessments. See "BONDOWNERS' RISKS" herein. Uniform Method Procedure Subject to certain conditions, and for developed lands (as described above), the District may alternatively elect to collect the Series 2019 Special Assessments using the Uniform Method. The Uniform Method of collection is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Series 2019 Special Assessments to be levied and then collected in this manner. If the Uniform Method of collection is used, the Series 2019 Special Assessments will be collected together with County, school, special district, and other ad valorem taxes and non-ad valorem assessments (together, "Taxes and Assessments"), all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the District. The statutes relating to enforcement of Taxes and Assessments provide that such Taxes and Assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes and assessments - including the Series 2019 Special Assessments - are to be billed, and landowners in the District are required to pay, all Taxes and Assessments without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2019 Special Assessments. 22 All Taxes and Assessments are payable at one time, except for partial payment schedules as may be provided by Florida law such as Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. Therefore, in the event the Series 2019 Special Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item, would cause the Series 2019 Special Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2019 Bonds. Under the Uniform Method, if the Series 2019 Special Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid Taxes and Assessments become delinquent on April 1 of the year following assessment. The Tax Collector is required to collect the Taxes and Assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such Taxes and Assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process. Neither the District nor the Underwriter can give any assurance to the holders of the Series 2019 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Series 2019 Special Assessments, (2) that future landowners and taxpayers in the District will pay such Series 2019 Special Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, and (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2019 Special Assessments and all other liens that are coequal therewith. Collection of delinquent Series 2019 Special Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Series 2019 Special Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or struck off, to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face 23 amount thereof plus interest at the rate of not more than 18% per annum, costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2019 Special Assessments), interest, costs and charges on the real property described in the certificate. Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued (unless full payment for a tax deed is made to the clerk of court, including documentary stamps and recording fees), at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, and charges due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described above. Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all other outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due (as well as any costs of resale, if applicable). If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale. In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and all other costs to the applicant for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. The holder is also responsible for payment of any amounts included in the bid not already paid, including but not limited to, documentary stamp tax, recording fees, and, if property is homestead property, the moneys to cover the one- half value of the homestead. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, together with all subsequent unpaid taxes plus the costs and expenses of the application for deed, with interest on the total of such sums, are forwarded to the holder 24 thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear. If the property is purchased for an amount in excess of the statutory bid of the certificate holder, but such excess is not sufficient to pay all governmental liens of record, the excess shall be paid to each governmental unit pro rata. Except for certain governmental liens and certain restrictive covenants and restrictions, no right, interest, restriction or other covenant survives the issuance of a tax deed. Thus, for example, outstanding mortgages on property subject to a tax deed would be extinguished. [If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid, or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of the County.] There can be no guarantee that the Uniform Method will result in the payment of Series 2019 Special Assessments. For example, the demand for tax certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Series 2019 Special Assessments, which are the primary source of payment of the Series 2019 Bonds. Additionally, legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS" herein BONDOWNERS' RISKS There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the Series 2019 Bonds offered hereby and are set forth below. Prospective investors in the Series 2019 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2019 Bonds and have the ability to bear the economic risks of such prospective 25 investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2019 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Series 2019 Bonds. Concentration of Land Ownership As of the date of delivery of the Series 2019 Bonds, the Developer owns all of the developable lands within Series 2019 Assessment Areas, which are the lands that will absorb the Series 2019 Special Assessments securing the Series 2019 Bonds. The Builders are currently under contract pursuant to the Builder Contracts to purchase all of the property within the Series 2019 Assessment Areas. Payment of the Series 2019 Special Assessments is primarily dependent upon timely payment by the Developer and the other future landowners in the Series 2019 Assessment Area. Non-payment of the Series 2019 Special Assessments would have a substantial adverse impact upon the District's ability to pay debt service on the Series 2019 Bonds. See "THE DEVELOPMENT," "THE DEVELOPER" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein. Bankruptcy Risks In the event of the institution of bankruptcy or similar proceedings with respect to the Developer or any other owner of benefited property, delays could occur in the payment of debt service on the Series 2019 Bonds as such bankruptcy could negatively impact the ability of: (i) the Developer and any other landowner being able to pay the Series 2019 Special Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2019 Special Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Series 2019 Special Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2019 Bonds under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Series 2019 Indenture and the Series 2019 Bonds, including, without limitation, enforcement of the obligation to pay Series 2019 Special Assessments and the ability of the District to foreclose the lien of the Series 2019 Special Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Series 2019 Bonds could have a material adverse impact on the interest of the Owners thereof. In addition to the general bankruptcy and similar proceedings risks discussed above, a 2011 bankruptcy court decision in Florida held that the governing body of a community development district, which is a special purpose government similar to the District, and not the bondholders or indenture trustee, was the creditor of the developer/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or 26 disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an Insolvent Taxpayer. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS - Indenture Provisions Relating to Bankruptcy or Insolvency of Landowner." The District cannot express any view whether such delegation would be enforceable and none of the legal opinions provided in connection with the issuance of the Series 2019 Bonds will opine to the enforceability of such provision. Series 2019 Special Assessments Are Non-Recourse The principal security for the payment of the principal and interest on the Series 2019 Bonds is the timely collection of the Series 2019 Special Assessments. The Series 2019 Special Assessments do not constitute a personal indebtedness of the landowners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the Developer, the Builders or subsequent landowners will be able to pay the Series 2019 Special Assessments or that they will pay such Series 2019 Special Assessments even though financially able to do so. Neither the Developer nor any other subsequent landowner has any obligation to pay the Series 2019 Special Assessments. Neither the Developer nor any other subsequent landowner is a guarantor of payment of any Series 2019 Special Assessment and the recourse for the failure of the Developer or any other subsequent landowner, to pay the Series 2019 Special Assessments is limited to the collection proceedings against the land as described herein. Therefore, the likelihood of collection of the Series 2019 Special Assessments may ultimately depend on the market value of the land subject to taxation. While the ability of the Developer or subsequent landowner to pay Series 2019 Special Assessments is a relevant factor, the willingness of the Developer or subsequent landowner to pay the taxes, which may also be affected by the value of the land subject to taxation, is also an important factor in the collection of Series 2019 Special Assessments. The failure of the Developer or subsequent landowners to pay the Series 2019 Special Assessments could render the District unable to collect delinquent Series 2019 Special Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2019 Bonds. Regulatory and Environmental Risks The development of the Development is subject to comprehensive federal, state and local regulations and future changes to such regulations. Approval is required from various public agencies in connection with, among other things, the design, nature and extent of planned improvements, both public and private, and construction of the infrastructure in accordance with applicable zoning, land use and environmental regulations. Although all such approvals required to date have been received and any further approvals are anticipated to be received as needed, failure to obtain any such approvals in a timely manner could delay or adversely affect the completion of the development of the District lands, including Series 2019 Assessment Area. 27 See ["THE DEVELOPMENT - Development Approvals and Permits,"] herein for more information. The value of the land within the District, the success of the Development and the likelihood of timely payment of principal and interest on the Series 2019 Bonds could be affected by environmental factors with respect to the land in the District. Should the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the lands within the District and the likelihood of the timely payment of the Series 2019 Bonds. [The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. At the time of the delivery of the Series 2019 Bonds, the Developer is unaware of any condition within the District which currently requires, or is reasonably expected to require in the foreseeable future, investigation or remediation under any applicable federal, state or local governmental laws or regulations relating to the environment. See "THE DEVELOPMENT - Environmental" for more information on the Developer's environmental site assessments.] It is possible that hazardous environmental conditions could exist within the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District and no assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future whether originating within the District or from surrounding property, and what effect such may have on the development of the District lands. The value of the lands subject to the Series 2019 Special Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the District, such catastrophic events could potentially render the District Lands unable to support future development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the Series 2019 Bonds. The Series 2019 Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries. Economic Conditions and Changes in Development Plans The successful sale of the residential units, once such homes are built within the District may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developer. Moreover, the Developer has the right to modify or change its plan for development of the Development, from time to time, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size and number of units to be developed, and may seek in the future, in accordance with, and subject to the provisions of the Act, to contract or expand the boundaries of the District. 28 Other Taxes The willingness and/or ability of an owner of benefited land to pay the Series 2019 Special Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the County or any other local special purpose or general purpose governmental entities. County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the Series 2019 Special Assessments, collected pursuant to the Uniform Method are payable at one time. Public entities whose boundaries overlap those of the District, could, without the consent of the owners of the land within the District, impose additional taxes on the property within the District. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2019 Special Assessments. In addition, lands within the District may also be subject to assessments by property and home owner associations. Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2019 Special Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Series 2019 Special Assessment, even though the landowner is not contesting the amount of the Series 2019 Special Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem taxes and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by [April 20 of such year]. Limited Secondary Market for Series 2019 Bonds The Series 2019 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2019 Bonds in the event an Owner thereof determines to solicit purchasers of the Series 2019 Bonds. Because the Series 2019 Bonds are being sold pursuant to exemptions from registration under applicable securities laws, no secondary market may develop and an owner may not be able to resell the Series 2019 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2019 Bonds may be sold. Such price may be lower than that paid by the current Owners of the Series 2019 Bonds, depending on the progress of development of the Development, including Series 2019 Assessment Area, existing real estate and financial market conditions and other factors. Inadequacy of Reserve Accounts Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the Series 2019 Special Assessments, may not adversely affect the timely payment of debt service on the Series 2019 Bonds because of the Series Reserve Accounts. The 29 ability of the Series Reserve Accounts to fund deficiencies caused by delinquent Series 2019 Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the Series Reserve Accounts may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in each of the Series Reserve Accounts to make up deficiencies. If the District has difficulty in collecting the Series 2019 Special Assessments, the Reserve Accounts could be rapidly depleted and the ability of the District to pay debt service could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the Series Reserve Accounts and such other Funds, Accounts and subaccounts created under the Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. Other than regularly scheduled Series 2019 Special Assessment revenues, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2019 Special Assessments in order to provide for the replenishment of the Series 2019 Reserve Account. Legal Delays If the District should commence a foreclosure action against a landowner for nonpayment of Series 2019 Special Assessments, such landowners may raise affirmative defenses to such foreclosure action, which although such affirmative defenses would likely be proven to be without merit, could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Series 2019 Bondholders to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of Series 2019 Bond proceeds that can be used for such purpose. IRS Examination and Audit Risk The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by community development districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this subsection, the "Audited Bonds") issued by Village Center Community Development District (the "Village Center CDD"). During the course of the audit of the Audited Bonds, Village Center CDD received a ruling dated May 30, 2013, in the form of a non-precedential technical advice memorandum ("TAM") concluding that Village Center CDD is not a political subdivision for purposes of Section 103(a) of the Code because Village Center CDD was organized and operated to perpetuate private control and avoid indefinitely responsibility to an electorate, either directly or through another elected state or local government body. Such a conclusion could lead to the further conclusion that the interest on the Audited Bonds was not excludable from gross income of the owners of such bonds for federal income tax purposes. Village Center CDD received a second TAM dated June 17, 2015, which granted relief to Village Center CDD from retroactive application of the IRS's conclusion regarding its failure to qualify as a political subdivision. Prior to the conclusion of the audits, the Audited Bonds were all refunded with taxable bonds. The audit of the Audited Bonds that were issued for utility improvements were closed without change to the tax exempt status of those Audited Bonds on April 25, 2016, and 30 the audit of the remainder of the Audited Bonds (which funded recreational amenity acquisitions from entities related to the principal landowner in the Village Center CDD) was closed on July 14, 2016, without the IRS making a final determination that the interest on the Audited Bonds in question was required to be included in gross income. However, the IRS letter to the Village Center CDD with respect to this second set of Audited Bonds noted that the Agency found that the Village Center CDD was not a "proper issuer of tax-exempt bonds" and that those Audited Bonds were private-activity bonds that did not fall in any of the categories that qualify for tax- exemption. Although the TAMs and the letters to the Village Center CDD from the IRS referred to above are addressed to, and binding only on, the IRS and Village Center CDD in connection with the Audited Bonds, they reflect the audit position of the IRS, and there can be no assurance that the IRS would not commence additional audits of bonds issued by other community development districts and other special districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to the Village Center CDD. On February 23, 2016, the IRS published proposed regulations designed to provide prospective guidance with respect to potential private business control of issuers by providing a new definition of political subdivision for purposes of determining whether an entity is an appropriate issuer of bonds the interest on which is excluded from gross income for federal tax purposes. The proposed regulations require that a political subdivision (i) have the power to exercise at least one sovereign power, (ii) be formed and operated for a governmental purpose, and (iii) have a governing body controlled by or have significant uses of its fund or assets otherwise controlled by a government unit with all three sovereign powers or by an electorate that is not controlled by an unreasonably small number of unrelated electors. On October 4, 2017, the Treasury Department ("Treasury") announced that it will withdraw the proposed regulations, stating that, "while Treasury and the IRS continue to study the legal issues relating to political subdivisions, Treasury and the IRS currently believe that these proposed regulations should be withdrawn in their entirety, and plan to publish a withdrawal of the proposed regulations shortly in the Federal Register. Treasury and the IRS may propose more targeted guidance in the future after further study of the relevant legal issues." Notice of withdrawal of the proposed regulations was published in the Federal Register on October 20, 2017. It has been reported that the IRS has closed audits of other community development districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within five years of the issuance of tax- exempt bonds or their bonds may be determined to be taxable retroactive to the date of issuance. The Act provides for the transition of the Governing Board of the District based on certain time frames and thresholds as further described in "THE DISTRICT - Governing Board" herein. The District, unlike Village Center CDD, was formed with the intent that it will ultimately contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by landowners and not by qualified electors. The Developer will certify as to its expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act, and its expectations as to compliance with the Act by any members of the Board that it elects. Such certification by the Developer does not ensure that such certification shall be determinative of, or may influence the outcome of any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 31 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of any Series 2019 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law. Owners of the Series 2019 Bonds are advised that, if the IRS does audit the Series 2019 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2019 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Series 2019 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2019 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2019 Bonds would adversely affect the availability of any secondary market for the Series 2019 Bonds. Should interest on the Series 2019 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2019 Bonds be required to pay income taxes on the interest received on such Series 2019 Bonds and related penalties, but because the interest rate on such Series 2019 Bonds will not be adequate to compensate Owners of the Series 2019 Bonds for the income taxes due on such interest, the value of the Series 2019 Bonds may decline. THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATE ON THE SERIES 2019 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2019 BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2019 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2019 BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2019 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED). Loss of Exemption from Securities Registration Since the Series 2019 Bonds have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, if the District is ever deemed, by the IRS, judicially or otherwise, not to be a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of the federal and state securities laws. Accordingly, the District and purchasers of Series 2019 Bonds may not be able to rely on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"), relating to securities issued by political subdivisions. In that event the Owners of the Series 2019 Bonds would need to ensure that subsequent transfers of the Series 2019 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act. 32 Federal Tax Reform Various proposals are mentioned from time to time by members of the Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the Service may, in the future, issue rulings that have the effect of changing the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations of states and their political subdivisions, such as the Series 2019 Bonds, by eliminating or changing the tax-exempt status of interest on certain of such bonds. Whether any of such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Series 2019 Bonds, cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Series 2019 Bonds. See also "TAX MATTERS." State Tax Reform It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or special districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for special district bonds. This report renews requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Series 2019 Bonds. It should be noted that Section 10(p) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under this act that it will not limit or alter the rights of the district … to levy and collect the … assessments … and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not in any way impair the rights or remedies of such holders." Insufficient Resources or Other Factors causing Failure to Complete the 2019 Project or the Development of, and Construction of Homes within, the Series 2019 Assessment Areas In the event the District does not have sufficient moneys on hand to complete the 2019 Project, there can be no assurance that the District will be able to raise through the issuance of bonds, or otherwise, the moneys necessary to complete the 2019 Project. Further, pursuant to the Indenture, the District will covenant not to issue any other Bonds or other debt obligations secured by any of the Series 2019 Special Assessments. Such covenant shall not prohibit the District from issuing refunding bonds. In addition, the District will covenant not to issue any other Bonds or other debt obligations secured by special assessments levied on assessable lands within the Series 2019 Assessment Area. The District is permitted to issue Bonds or other debt 33 obligations on lands within the District for any capital project where no Series 2019 Special Assessments are levied. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS - Additional Bonds" for more information. [The costs of the 2019 Project are expected to be sufficient to develop finished lots in the Series 2019 Assessment Area.]. The costs to develop finished lots in the Series 2019 Assessment Area exceed the costs of the 2019 Project. The Developer will agree to fund or cause to be funded the completion of the 2019 Project and will enter into a Completion Agreement with the District as evidence thereof. There can be no assurance that the Developer will have sufficient resources to do so. Such obligation of the Developer is an unsecured obligation. See "THE DEVELOPMENT" and "THE DEVELOPER" herein. Payment of Series 2019 Special Assessments after Bank Foreclosure In the event a bank forecloses on property because of a default on the mortgage on any lands within the Series 2019 Assessment Area, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2019 Special Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 34 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of proceeds of the Series 2019 Bonds: Sources of Funds: Series 2019 Bonds Series 2019 Principal Amount $ Plus/Less Original Issue Premium/Discount Total Sources $ Use of Funds: Series 2019 Acquisition and Construction Account $ Series 2019 Costs of Issuance Account(1) Series 2019 Reserve Account Total Uses $ ______(1) Costs of issuance include, without limitation, underwriter's discount, legal fees and other costs associated with the issuance of the Series 2019 Bonds. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 35 DEBT SERVICE REQUIREMENTS The following table sets forth the scheduled debt service on the Series 2019 Bonds: Period Ending December 15 Principal Interest Total Debt Service TOTALS [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 36 THE DISTRICT General Information The District, is a community development district duly established and existing pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, (the "Act") and created by Ordinance 2017-17 enacted by the Board of County Commissioners of Lee County on November 7, 2017 and effective on November 8, 2017. The boundaries of the District contain approximately 2,352 acres of land in the County (the "District Lands"). The District Lands are being developed as part of the development known as "WildBlue" (referred to herein as the "WildBlue Community"). See "THE DEVELOPMENT" for more information. Legal Powers and Authority The District is an independent unit of local government created pursuant to, and established in accordance with, the Act. The Act authorizes the planning, constructing, maintaining, operating, financing and improving the provision of systems, facilities and services necessary to meet the infrastructure needs of the WildBlue Community. The Act provides legal authority for the District to issue bonds pursuant to its general powers. The District is classified as an independent district under Chapter 189, Florida Statutes. The Act gives the District's Governing Board the authority to, among other things: (i) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, finance, fund and maintain improvements, systems, facilities, services, works, projects and infrastructure, including without limitation any obligations pursuant to a development order, and further including without limitation: (a) water management and control for lands within the District and connection any of such facilities with roads and bridges; (b) water supply, sewer and waste-water management, reclamation and reuse systems or any combination thereof, irrigation systems, and construction and operation of connecting intercepting or outlet sewers and sewer mains and pipes and water mains, conduits, or pipelines in, along, and under any street, alley, highway, or other public place or ways, and disposal of any effluent, residue, or other byproducts of such system or sewer system; (c) transportation and transportation-related improvements, equal to or exceeding the specifications of the county in which such improvements are located, including without limitation highways, streets, roads, alleys, trails, pathways, sidewalks, parkways, bicycle lanes, jogging paths, interchanges, bridges, thoroughfares of all kinds, landscaping and hardscaping, irrigation, storm drains, street lighting, traffic signals, signage, parking facilities and undergrounding of cable, fiber or wire lines; (d) parks and facilities for indoor and outdoor recreational, cultural, educational and library uses; (v) fire prevention and control; (e) emergency medical and rescue response services; (f) school buildings and related structures for use in the educational system when authorized by the affected school board; and (g) any facilities or improvements that may otherwise be provided for by any county or municipality, including but not limited to libraries, annexes, substations and other buildings to house public officials, staff and employees; (ii) borrow money and issue bonds of the District; (iii) determine, order, levy, impose, collect and enforce assessments pursuant to the Act and the general laws of the State; and (iv) exercise all of the powers necessary, convenient, incidental or proper in connection with any of the powers authorized in the Act. 37 The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits; these functions are to be performed by general purpose local governments having jurisdiction over the lands within the District. The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any bondowners to pursue any remedy for enforcement of any lien or pledge given by the District in connection with its bonds, including the Series 2019 Bonds. Governing Board The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five voting members (the "Supervisors"). The current members of the Board and the expiration of the term of each member are set forth below: Name Title Term Expires Russell Smith* Chair November 2020 Christ Hasty* Vice-Chair November 2021 David Caldwell* Assistant Secretary November 2022 Barry Ernst* Assistant Secretary November 2020 Chris Johnson* Assistant Secretary November 2020 ______* [Employee of, or affiliated with, the Developer.] A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the Members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law. The District Manager and Other Consultants The chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a district manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board. The District has retained Wrathell, Hunt and Associates, LLC, Boca Raton, Florida, to serve as its district manager ("District Manager"). The District Manager's office is located at 2300 Glades Road, Suite #410W, Boca Raton, Florida, 33431. The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Greenberg Traurig, P.A., Orlando, 38 Florida, as Bond Counsel and Disclosure Counsel; Barraco and Associates, Inc., Fort Myers, Florida, as District Engineer; and Hopping Green & Sams, P.A., Tallahassee, Florida, as District Counsel. The Board has also retained the District Manager to serve as Methodology Consultant and to prepare the Assessment Methodology for the Series 2019 Bonds. The Board also intends to retain Wrathell, Hunt and Associates, LLC, as Dissemination Agent for the Series 2019 Bonds. Outstanding Indebtedness The District has never previously issued debt. [THE CAPITAL IMPROVEMENT PLAN AND THE 2019 PROJECT] The Engineer's Report dated [December 20, 2018] (the "Engineer's Report"), prepared by Barraco and Associates, Inc. (the "District Engineer"), sets forth certain public infrastructure improvements to be constructed to support the development of the next phases of development which includes the approximately 2,352 gross acres of development planned for [673] residential units in the Series 2019 Assessment Area (the "2019 Project"). See "THE DEVELOPMENT" for more information. In the Engineer's Report, the District Engineer estimates the total cost to complete the 2019 Project to be approximately $[______], which consists of the following. 2019 Project The 2019 Project commenced in the [______], [will be constructed in sub-phases] and is expected to be substantially complete in [______]. The 2019 Project is comprised of stormwater management and control facilities, including, but not limited to, related earthwork; water and wastewater systems; Onsite and offsite roadway improvements; Environmental restoration and mitigation; and all related soft and incidental costs. Developer equity and net proceeds of the Series 2019 Bonds are expected to fund the Costs of the 2019 Project, including reimbursing a portion of the costs borne by the Developer. The Developer will enter into a completion agreement, to fund or cause to be funded the completion of the 2019 Project to the extent that net proceeds of the Series 2019 Bonds are not sufficient to pay such cost. See ["BONDOWNERS' RISKS - Insufficient Resources or Other Factors causing Failure to Complete the 2019 Project or the Development of, and Construction of Homes"] herein. ASSESSMENT METHODOLOGY AND THE ALLOCATION OF SERIES 2019 SPECIAL ASSESSMENTS General The Master Special Assessment Methodology Report dated December 21, 2018 and supplemented by the Preliminary Supplemental Special Assessment Methodology Report dated January 24, 2019 (collectively, the "Assessment Methodology") which describes the 39 methodology for the allocation of the Series 2019 Special Assessments to lands within Series 2019 Assessment Area, has been prepared by Wrathell, Hunt and Associates, LLC, Boca Raton, Florida (the "Methodology Consultant"). See "EXPERTS" herein for more information. The Assessment Methodology is included as APPENDIX D attached hereto. Once the final terms of the Series 2019 Bonds are determined, the Assessment Methodology will be further supplemented to reflect such final terms. Once levied and imposed, each of the Series 2019 Special Assessments are a first lien on the respective portion of assessable land in the respective Series 2019 Assessment Area until paid or barred by operation of law, co-equal with other taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. Series 2019 Special Assessments Series 2019 Assessment Area contains approximately 1,553.36 gross acres of land planned representing all of the land located within the current boundaries of the District less the area that is proposed to be excluded from its boundaries and will be platted for 673 residential lots of [varying sizes as presented below]. The Series 2019 Bonds are payable from and secured solely by the Series 2019 Pledged Revenues. The Series 2019 Pledged Revenues consist of the revenues derived from the Series 2019 Special Assessments. The Series 2019 Special Assessments will initially be levied on an equal pro-rata gross acre basis in accordance with the Assessment Methodology. See "APPENDIX D - ASSESSMENT METHODOLOGY" attached hereto, and "THE DEVELOPMENT - General" herein for [a map showing the Series 2019 Assessment Area and its location in the District and the Development.] The Series 2019 Special Assessments will initially be levied on a gross acre basis at a rate of $12,724.03 per acre. [The District anticipates imposing operations and maintenance assessments of approximately $[____] per unit per year, which are subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the Series 2019 Special Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the County and the School District of Lee County, Florida, may each levy ad valorem taxes upon the land in the Series 2019 Assessment Area up to 10 mills each. The millage rate applicable to property located within the Development in tax year 2017 was approximately [______] mills. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. See "THE DEVELOPMENT - Taxes, Fees and Assessments" for more information.] The following information appearing below under the captions "THE DEVELOPMENT" and "THE DEVELOPERS" has been furnished by the Developer for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by the District or its counsel; or the Underwriter or its counsel. Only the Developer will make a representation and warranty as to the accuracy or completeness of such information to the extent supplied by it. 40 The following information is provided by the Developer as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Developer's obligations to pay the Series 2019 Special Assessments are no greater than the obligation of any other landowner or subsequent landowner within the Series 2019 Assessment Area of the District. The Developer is not a guarantor of payment as to any land within the District and the recourse for the Developer's failure to pay is limited to its ownership interests in the land. THE DEVELOPMENT General The District lands are being developed as part of a large-scale, mixed-use development known as "WildBlue Development" (the "Development"). The Development contains 2,352 gross acres and [__] net acres of land is planned for approximately 673 residential units. The Development is located in the County, approximately [__] miles east of I-75 off of Corkscrew Road, in the Estero community in the southern portion of unincorporated Lee County. Nearby amenities include the Germain Arena, Miromar Outlets, Gulf Coast Town Center, Coconut Point Mall, and Florida Gulf Coast University. Southwest International Airport is approximately 11 miles to the Northwest. [INSERT SUMMARY OF DEVELOPMENT PLAN FOR DISTRICT AND MPD] There are currently four landowners within the District: Lennar Homes, LLC ("Lennar"), Pulte Homes Corporation ("Pulte"), SDWB LLC and SD WildBlue, LLC (collectively, doing business as "Stock Development") and Alico East Fund, LLC ("Alico"). Lennar is the master developer (the "Master Developer") of the Development. Lennar is responsible for installing master improvements and overseeing general master development activities. Pulte, Stock and Lennar are each responsible for installing its onsite infrastructure for its parcels. Lennar owns approximately [___] developable acres which are planned to contain 180 single-family lots, and pursuant to the Alico-Lennar Contract (as defined herein), is under contract to acquire an additional approximately 95 gross acres which are planned to contain 145 single-family lots (collectively, the " Lennar Lots"). Pulte owns approximately 221 gross acres which are planned to contain 256 single-family lots (the "Pulte Lots"). Stock Development owns approximately 80 acres which are planned to contain 92 single-family lots (the "Stock Lots") are owned and will be built by Stock. The following table provides a summary of the land ownership, acreage and product mix. Builder Acreage Product Mix Lots 75' Lots 263 Lennar Homes 2,051 325 85' Lots 62 52' Lots 100 Pulte Home Company 221 66' Lots 95 256 72' Lots 61 Stock Development 80 85' Lots 46 92 41 102' Lots 34 140' Lots 12 The Series 2019 Bonds will finance a portion of the master infrastructure associated with the Development. The Series 2019 Bonds will be secured by the Series 2019 Assessments levied on all developable acreage within the District. Each builder will be responsible for their respective parcel infrastructure development costs. Depending upon the lot size, builder and home size, home prices will range from _$____ to $____. The Development will contain a wide array of selections for homebuyers from more entry level homes on 52' lots to semi-custom homes on 140' lots. The Development is expected to attract retirees. The map below depicts the location of the WildBlue Development. [INSERT MAP] Land Acquisition Summary Lennar, Pulte and Stock Development each acquired their respective parcels from Alico. Lennar acquired the 1,956 gross acre / net acre tract entitled for 180 lots on __ for $___. Lennar is under contract to acquire an additional 95 acres for a purchase price of ___. This transaction is expected to close on or about ____. There is no mortgage on the Lennar Lots. Pulte acquired the 221 gross acre / net acre tract entitled for 256 lots on __ for $___. There is no mortgage on the Pulte Lots. Stock acquired the 80 gross acre / net acre tract entitled for 92 lots on __ for $___. There is a mortgage on the Stock Lots. [Insert information re Mortgage] Development and Financing Plan Master Infrastructure. The total expected master infrastructure costs to complete the Development are approximately $34,790,000. The Series 2019 Bonds will fund approximately $19 million of such costs. The remaining master infrastructure costs will be shared [DESCRIBE]. Each builder will be responsible for its own parcel development costs. Master infrastructure commenced __ and is ongoing. It is expected that all master infrastructure will be completed by ____ Lennar Lots. Lennar commenced development on the 1,956 gross acre / net acre tract entitled for 180 lots ("Lennar Parcel 1") in ___ and is expected to be completed in ___. Lennar expects to start marketing homes in ____. Home prices are expected to range between $_____. Lennar expects to close __ units per month commencing ___ until sellout. Total costs to develop Lennar Parcel 1 are expected to be ___, __ of which has been spent to date. All costs will be funded by Lennar with equity. 42 Lennar will close on the additional 95 acres ("Lennar Parcel 2") in ___. Lennar expects to commence development of Lennar Parcel 2 in __ and is expects completion to occur in ___. Lennar expects to start marketing homes in ____. Home prices are expected to range between $_____. Lennar expects to close __ units per month commencing ___ until sellout. Total costs to develop Lennar Parcel 2 are expected to be ___, __ of which has been spent to date. All costs will be funded by Lennar with equity. Pulte Lots. Pulte commenced development on the 221 gross acre / net acre tract entitled for 256 lots ("Pulte Lots") in ___ and is expected to be completed in ___. Pulte expects to start marketing homes in ____. Home prices are expected to range between $_____. Pulte expects to close __ units per month commencing ___ until sellout. Total costs to develop the Pulte Lots are expected to be ___, __ of which has been spent to date. All costs will be funded by Pulte with equity. Stock Lots. Stock Development commenced development on the 80 gross acre / net acre tract entitled for 92 lots ("Stock Lots") in ___ and is expected to be completed in ___. Stock Development expects to start marketing homes in ____. Home prices are expected to range between $_____. Stock Development expects to close __ units per month commencing ___ until sellout. Total costs to develop the Stock Lots are expected to be ___, __ of which has been spent to date. All costs will be funded by Stock Development with proceeds from [_____] which is evidenced by a mortgage. [INSERT INFO RE MORTGAGE]. Residential Product Offerings Lennar Lots. The following table reflects the Master Developer's current expectations for the number and type of units planned for the Lennar Lots, along with estimated starting home prices by type of unit, all of which are subject to change. Number of Product Type Units Sq. Footage Estimated Base Home Price Ranges 75' Lot 174 ______sq. ft. $______-- ______85' Lot 6 ______sq. ft. $______-- ______Total: 180 Alico-Lennar Lots. The following table reflects the Master Developer's current expectations for the number and type of units planned for the Alico-Lennar Lots, along with estimated starting home prices by type of unit, all of which are subject to change. Number of Product Type Units Sq. Footage Estimated Base Home Price Ranges 75' Lot 89 ______sq. ft. $______-- ______85' Lot 56 ______sq. ft. $______-- ______Total: 145 43 Pulte Lots. The following table reflects the Master Developer's current expectations for the number and type of units planned for the Pulte Lots, along with estimated starting home prices by type of unit, all of which are subject to change. Number of Product Type Units Sq. Footage Estimated Base Home Price Ranges 52' Lot 100 ______sq. ft. $______-- ______66' Lot 95 ______sq. ft. $______-- ______72' Lot 61 ______sq. ft. $______-- ______Total: 256 Stock Lots. The following table reflects the Master Developer's current expectations for the number and type of units planned for the Stock Lots, along with estimated starting home prices by type of unit, all of which are subject to change. Number of Product Type Units Sq. Footage Estimated Base Home Price Ranges 85' Lot 46 ______sq. ft. $______-- ______102' Lot 34 ______sq. ft. $______-- ______140' Lot 12 ______sq. ft. $______-- ______Total: 92 Amenities [INSERT INFORMATION REGARDING PLANNED AMENITIES, INCLUDING COST ESTIMATES, FUNDING SOURCES AND RESPONSIBILITY] Development Approvals and Permits The District, including the Series 2019 Assessment Area, is located within the WildBlue Mixed Use Planned Development (the "MPD"). [insert information describing the proposed MPD boundary amendment and requisite approvals]. Insert information regarding platting of Lennar Lots, Alico-Lennar Lots, Pulte Lots and Stock Lots. All permits know to be required for construction of the Project's main infrastructure are either in effect or considered obtainable within the normal course of construction plan development and permit/application processing. Modification to existing permits may be required as detailed construction plans are developed. [Update] Environmental [Provide summary of Environmental issues for the Development, including a summary of all known environmental reports, findings, remedial efforts and remaining issues.] 44 Utilities and the Utility System [______] will be the electric utility provider for the Series 2019 Assessment Area. The internal roadways in the Series 2019 Assessment Area are not paved yet. The 2019 Project includes the water, waste water and irrigation system improvements. Upon completion the water and waste water improvements will be transferred to, maintained, owned and operated by Lee County Utilities. The irrigation system will be maintained owned and operated by the District. Taxes, Fees and Assessments Series 2019 Assessments. The Assessment Area 4 Assessments will initially be levied on a gross acre basis and as lots are platted will be levied and allocated on a first-platted, first assessed basis to the platted units to pay the debt service on the Assessment Area 4 Bonds. The estimated total Assessment Area 4 Bonds par per unit and annual assessment per unit once platted is set forth below: Annual Debt Number Assessment Total Annual Series 2019 Bonds Product Type of Units Per Unit (*) Assessments (*) Total Par Per Unit (*) 52' Lot 100 $1,450.80 $145,080.00 $22,245.26 66' Lot 95 1,841.40 174,933.00 28,234.37 72' Lot 61 2,008.80 122,536.80 30,801.13 75' Lot 263 2,092.50 550,327.50 32,084.51 85' Lot 108 2,371.50 256,122.00 36,362.45 102' Lot 34 2845.80 96,757.20 43,634.94 140' Lot 12 3,906.00 46,872.00 59,891.09 Total: 673 $1,392,628.50 ______(*) Excludes 2% for costs of collection and assumes payment in November with the maximum 4% early payment discount. Other Assessments. The District anticipates imposing operations and maintenance assessments of approximately $[__] per unit per year, which are subject to change. The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the Series 2019 Assessments and any other assessments levied by the District. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the County and the School District of Lee County, Florida, may each levy ad valorem taxes upon the land in the Series 2019 Assessment Area up to 10 mills each. The millage rate applicable to property located within the Development in tax year 2017 was approximately [______] mills. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. Education School-age residents of the Development are expected to attend Pinewoods Elementary School, Three Oaks Middle School and Estero High School, which are located approximately 6.1 45 miles, 10 miles and 9 miles away from the Development, respectively, and which were rated by the State in 2015 (the most recent year for which grades are available) as A, A and B, respectively. The School District of Lee County may change school boundaries from time to time, and there is no requirement that students residing in the Development be permitted to attend the schools which are closest to the Development. Competition The Development is expected to compete with new home sales and secondary market resales in other residential communities along the Corkscrew Road corridor east of Interstate 75 generally. The Landowner believes that the projects below will be the most direct competition for the Development: Corkscrew Shores. Corkscrew Shores is located approximately 2.5 miles from the Development on Corkscrew Road. Being developed by Pulte, prices in Corkscrew Shores range from approximately $266,500 to approximately $1,000,000. Upon build out, Corkscrew Shores is expected to contain 648 single-family units, and feature amenities including a resort pool, clubhouse, tennis, pickleball and bocce ball courts, and a neighborhood lake. Development began in 2014 and is expected to be completed in 2019. Bella Terra Located approximately 3.5 miles from the Development on Corkscrew Road, Bella Terra contains 843 single-family homes, which have been fully built out, and features a clubhouse, resort pool and spa, tennis and bocce ball courts, multi-use fields and a tot lot. Bella Terra was developed by Lennar, beginning in 2005. The Preserve at Corkscrew Located approximately 3.7 miles from the Development on Corkscrew Road, the Preserve at Corkscrew contains 441 single-family homes, which have been fully built out. The Preserve features amenities including a clubhouse, resort-style pool, and tennis courts. The Preserve at Corkscrew was developed by the Cameratta Companies, with Pulte and Lennar serving as builders, beginning in 2011. Wildcat Run Golf & Country Club Located approximately 4.7 miles from the Development, Wildcat Run contains approximately 292 single-family units, which have been fully built out, and features amenities including a clubhouse with a dining room and bar, tennis courts, a fitness center and an 18-hole golf course. Wildcat Run was developed by WCI. Grandezza Golf & Country Club Located approximately 5.5 miles from the Development, Grandezza contains approximately 1,097 single-family units, which have been fully built out, and features amenities 46 including The Club at Grandezza, which offers golf, tennis, and indoor and outdoor dining areas. Grandezza was developed by Stock. Stoneybrook Located approximately 6.2 miles from the Development, Stoneybrook contains 1,120 single-family units, which have been fully built out, and features amenities including a community center with an exercise room and library, community pools, bocce, tennis and volleyball courts and a children's playground, and views of the championship Stoneybrook Golf Course. Stoneybrook was developed by Lennar. Tidewater Tidewater is located approximately 6.9 miles from the Development. Being developed by Del Webb (Pulte), Tidewater is an age-restricted community for adults 55 years and older, which is planned for 385 single-family units. Home prices range from approximately $268,000 to approximately $588,000, and the community features a clubhouse with activity rooms and a catering kitchen, resort pool and spa, bocce ball and pickleball courts, a fitness center and event lawn. Development began in 2016 and is expected to be completed in 2019. This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather provides a description of those that the Landowner feels pose primary competition to the Development. THE DEVELOPERS Lennar is the Master Developer of the Development. Lennar owns approximately 1,956 gross acres within the District, expected to be developed as 180 single-family lots (the "Lennar Lots"), and pursuant to the Alico-Lennar Contract is under contract to acquire the remaining approximately 95 gross acres owned by the Original Developer, expected to be developed as 145 single-family lots (the "Alico-Lennar Lots"). Pulte is the Developer responsible for developing the approximately 221 gross acres within the District planned to be developed as 256 single- family lots (the "Pulte Lots"). The remaining approximately 80 gross acres planned for 92 single- family lots (the "Stock Lots") are owned and will be built by Stock. All of the Lennar Lots, the Alico-Lennar Lots, the Pulte Lots and the Stock Lots are included within the 673 single-family lots comprising the Series 2019 Assessment Area subject to the Series 2019 Special Assessments. Information regarding Lennar and Pulte is provided below. For information regarding Stock, see "THE DEVELOPMENT – Stock Builder Contract" herein. Lennar Lennar Homes was formed on November 30, 2006 and is owned by Lennar Corporation ("Lennar Corp."). Lennar Corp. stock trades on the New York Stock Exchange under the symbol LEN. Lennar Corp. is subject to the information requirements of the Securities and Exchange Commission Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements, and other information with the Securities and Exchange Commission (the "SEC"). The file number for Lennar Corp. is No-1-11749. Such reports, proxy statements 47 and other information can be inspected and copied at the Public Reference Section of the SEC, Room 100 F Street, N.E., Washington D.C. 20549 and at the SEC's website at http://www.sec.gov. Copies of such materials can be obtained by mail from the Public Reference Section of the SEC at prescribed rates. All documents subsequently filed by Lennar Corp. pursuant to the requirements of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above. Pulte Pulte was formed December 31, 2016 and is owned by PulteGroup, Inc. ("PulteGroup"). PulteGroup stock trades on the New York Stock Exchange under the symbol PHM. PulteGroup is subject to the information requirements of the Exchange Act, and in accordance therewith files reports, proxy statements, and other information with the SEC. The file number for PulteGroup is No. 1-9804. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the SEC Room 100 F Street, N.E., Washington D.C. 20549 and at the SEC's website at http://www.sec.gov. Copies of such materials can be obtained by mail from the Public Reference Section of the SEC at prescribed rates. All documents subsequently filed by PulteGroup pursuant to the requirements of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above. Stock Development [Insert information regarding Stock Development] TAX MATTERS General In the opinion of Greenberg Traurig, P.A., Bond Counsel, under existing statutes, regulations, rulings and court decisions and assuming continuing compliance with certain covenants and the accuracy of certain representations, (1) interest on the Series 2019 Bonds will be excludable from gross income for federal income tax purposes, (2) interest on the Series 2019 Bonds will not be an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and (3) the Series 2019 Bonds and the interest thereon will not be subject to taxation under the laws of the State, except estate taxes and taxes under Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations as defined therein. For corporations with tax years beginning after January 1, 2018, the federal alternative minimum tax does not apply. Corporations with tax years beginning before January 1, 2018 should consult with their tax advisor to determine their federal alternative minimum tax. The above opinion on federal tax matters with respect to the Series 2019 Bonds will be based on and will assume the accuracy of certain representations and certifications of the District and the Landowner, and compliance with certain covenants of the District to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2019 Bonds will be and will remain obligations, the interest on which is 48 excludable from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2019 Bonds. The Internal Revenue Code of 1986, as amended (the "Code") prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excludable from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations in order for the interest to be and to continue to be so excludable from the date of issuance. Noncompliance with these requirements by the District may cause the interest on the Series 2019 Bonds to be included in gross income for federal income tax purposes and thus to be subject to federal income tax retroactively to the date of issuance of the Series 2019 Bonds. The District has covenanted to take the actions required of it for the interest on the Series 2019 Bonds to be and to remain excludable from gross income for federal income tax purposes, and not to take any actions that would adversely affect that excludability. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt of interest on, or disposition of the Series 2019 Bonds. Prospective purchasers of the Series 2019 Bonds should be aware that the ownership of the Series 2019 Bonds may result in other collateral federal tax consequences, including, without limitation, (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 2019 Bonds or, in the case of a financial institution, that portion of an owner's interest expense allocable to interest on the Series 2019 Bonds; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by a percentage of certain items, including interest on the Series 2019 Bonds; (iii) the inclusion of interest on the Series 2019 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax; (iv) the inclusion of interest on the Series 2019 Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the inclusion of interest on the Series 2019 Bonds in the determination of the taxability of certain Social Security and Railroad Retirement benefits to certain recipients of such benefits. The nature and extent of the other tax consequences described above will depend on the particular tax status and situation of each owner of the Series 2019 Bonds. Prospective purchasers of the Series 2019 Bonds should consult their own tax advisors as to the impact of these other tax consequences. Bond Counsel's opinions will be based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, the opinions of Bond Counsel are not guarantees of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinions. 49 [Original Issue Discount and Premium Bonds] Certain of the Series 2019 Bonds ("Discount Bonds") may be sold in the initial public offering at prices that are less than their stated amounts to be paid at maturity. The difference between the issue price of Discount Bonds and the stated redemption price at maturity is original issue discount. For this purpose, issue price is determined under Sections 1273 and 1274 of the Code (i.e., for bonds issued for money, the issue price in an initial public offering is the initial offering price to the public (excluding bond houses, brokers or similar persons acting in the capacity of underwriters of wholesalers) at which price a substantial amount of the Discount Bonds was sold). Original issue discount is treated in the same manner for federal income tax purposes as interest, as described above. The amount of original issue discount that is treated as having accrued with respect to a Discount Bond is added to the cost basis of the owner of the bond in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such Discount Bond that are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a constant yield method over the period to maturity. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date, the sale, redemption or other disposition of Discount Bonds, and with respect to the state and local tax consequences of owning a Discount Bond. Subsequent purchasers of Discount Bonds should consult their tax advisors as to the effect on the accrual of original issue discount. Certain of the Series 2019 Bonds (the "Premium Bonds") may be sold at prices in excess of the principal amount payable at maturity (or their earlier call date in the case of the certain callable Premium Bonds). Under the Code, the difference between the principal amount payable at maturity (or earlier call date for certain callable Premium Bonds) and the tax basis to a purchaser is "bond premium." Bond premium is amortized over the term of Premium Bond (or the period to the call date of a certain callable Premium Bond that minimizes the yield to the purchaser of the callable Premium Bond). A purchaser of a Premium Bond is required to decrease his or her adjusted basis in the Premium Bond by the amount of amortizable bond premium attributable to each taxable year he or she holds the Premium Bond. The amount of amortizable bond premium attributable to each taxable year is determined at a constant interest rate compounded actuarially. The amortizable bond premium attributable to a taxable year is not deductible for federal income tax purposes. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. Purchasers of Premium Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium, the sale, redemption or other disposition of Premium Bonds and with respect to the state and local tax consequences of owning and disposing of Premium Bonds. 50 Information Reporting and Backup Withholding Interest paid on tax-exempt obligations such as the Series 2019 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2019 Bonds from gross income for federal income tax purposes. However, in connection with that information reporting requirement, the Code subjects certain noncorporate owners of Series 2019 Bonds, under certain circumstances, to "backup withholding" at the rates set forth in the Code, with respect to payments on the Series 2019 Bonds and proceeds from the sale of Series 2019 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2019 Bonds. This withholding generally applies if the owner of Series 2019 Bonds (a) fails to furnish the payor such owner's social security number or other taxpayer identification number, (b) furnishes the payor an incorrect taxpayer identification number, (c) fails to properly report interest, dividends or other "reportable payments" as defined in the Code or, (d) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the taxpayer identification number provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2019 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding. Changes in Federal and State Tax Law From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading "TAX MATTERS" or adversely affect the market value of the Series 2019 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to obligations issued or executed and delivered prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2019 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2019 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2019 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2019 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. PROSPECTIVE PURCHASERS OF THE SERIES 2019 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2019 BONDS AS TO THE IMPACT OF THE CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2019 BONDS. 51 AGREEMENT BY THE STATE Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2019 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders. LEGALITY FOR INVESTMENT The Act provides that the Series 2019 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits. SUITABILITY FOR INVESTMENT In accordance with applicable provisions of Florida law, the Series 2019 Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder. The limitation of the initial offering to Accredited Investors does not denote restrictions on transfer in any secondary market for the Series 2019 Bonds. Investment in the Series 2019 Bonds poses certain economic risks. No dealer, broker, salesperson or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum. ENFORCEABILITY OF REMEDIES The remedies available to the Owners of the Series 2019 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Series 2019 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds will be qualified as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. 52 LITIGATION The District [There is no litigation of any nature now pending or, to the knowledge of the District threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2019 Bonds, or in any way contesting or affecting (i) the validity of the Series 2019 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the Series 2019 Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Resolutions.] The Developer [The Developer has represented that there is no litigation of any nature now pending or, to the knowledge of the Developer, threatened, which could reasonably be expected to have a material and adverse effect upon the completion of the 2019 Project and the development of the lands in the District as described herein, materially and adversely affect the ability of the Developer to pay the Series 2019 Special Assessments imposed against the land within the District owned by the Developer or materially and adversely affect the ability of the Developer to perform its various obligations described in this Limited Offering Memorandum.] CONTINGENT FEES The District has retained Bond Counsel, Disclosure Counsel, District Counsel, the District Engineer, the Methodology Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (who has retained Trustee's Counsel), with respect to the authorization, sale, execution and delivery of the Series 2019 Bonds. Except for the payment of fees to District Counsel, the District Engineer and the Methodology Consultant, the payment of fees of the other professionals is each contingent upon the issuance of the Series 2019 Bonds. NO RATING No application for a rating for the Series 2019 Bonds has been made to any rating agency, nor is there any reason to believe that an investment grade rating for the Series 2019 Bonds would have been obtained if application had been made. EXPERTS The Engineer's Report attached as APPENDIX C to this Limited Offering Memorandum has been prepared by Barraco and Associates, Inc., Fort Myers, Florida, the District Engineer. APPENDIX C should be read in its entirety for complete information with respect to the subjects discussed therein. Wrathell, Hunt and Associates, LLC, Boca Raton, Florida, as Methodology Consultant, has prepared the Assessment Methodology set forth as APPENDIX D attached 53 hereto. APPENDIX D should be read in its entirety for complete information with respect to the subjects discussed therein. As a condition to closing on the Series 2019 Bonds, both the District Engineer and the Methodology Consultant will consent to the inclusion of their reports in this Limited Offering Memorandum. FINANCIAL INFORMATION This District will covenant in a Continuing Disclosure Agreement, the proposed form of which is set forth in APPENDIX F attached hereto, to provide its annual audited financial statements to certain information repositories as presented in APPENDIX E, commencing with the audit for the District's fiscal year ended September 30, 2019. Attached hereto as APPENDIX E is a copy of the District's most recent audited financial statements for the District's fiscal year ended September 30, 2017. The District's audited financial statements for the period ended September 30, 2018, are expected to be delivered by June 30, 2019. Such audited financial statements, including the auditors' report for the audited financial statements, have been included in this Limited Offering Memorandum as public documents and consent from the auditors was not requested. Each Series of the Series 2019 Bonds are not general obligation bonds of the District and are payable solely from the applicable [Series 2019 Pledged Revenues]. Beginning October 1, 2015, each independent special district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S. Under such statute, each district must post its proposed budget and final budget and a link to the auditor general's website (and the district's audit) on a district website or the website of the municipal or county government. The District currently has such a website in place and it is as follows: http://wildbluecdd.net/. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private business). The District is not and has never been in default as to principal or interest on its bonds or other debt obligations. CONTINUING DISCLOSURE The District, the Developer and Wrathell, Hunt and Associates, LLC, as dissemination agent, will enter into Continuing Disclosure Agreements (collectively, the "Disclosure Agreement"), the proposed form of which is set forth in the attached APPENDIX F for the benefit of the Series 2019 Bondholders (including owners of beneficial interests in such Series 2019 Bonds), respectively, to provide certain financial information and operating data relating to the District and the Development by certain dates prescribed in the Disclosure Agreement (the 54 "Reports") with the Municipal Securities Rulemaking Board ("MSRB") through the MSRB's Electronic Municipal Market Access system ("EMMA"). The specific nature of the information to be contained in the Reports is set forth in "APPENDIX F - PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Under certain circumstances, the failure of the District or the Developer to comply with their respective obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of default under the Series 2019 Indenture, but such event of default under the Disclosure Agreement would allow the Series 2019 Bondholders (including owners of beneficial interests in such Bonds), as applicable, to bring an action for specific performance. The Disclosure Agreement will be executed by the District and the Developer at the time of issuance of the Series 2019 Bonds, in order to assist the Underwriter in complying with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the "Rule"). The District has not previously entered into continuing disclosure undertakings. Lennar has previously entered into continuing disclosure undertakings with respect to the [______]. The following disclosure is being provided by Lennar for the sole purpose of assisting the Underwriter in complying with the Rule. Lennar previously entered into continuing disclosure undertakings (the "Lennar's Prior Undertakings") as an "obligated person" under the Rule. During the Compliance Period, Lennar [______]. Pulte has previously entered into continuing disclosure undertakings with respect to the [______]. The following disclosure is being provided by Pulte for the sole purpose of assisting the Underwriter in complying with the Rule. Pulte previously entered into continuing disclosure undertakings (the "Pulte's Prior Undertakings") as an "obligated person" under the Rule. During the Compliance Period, Pulte [______]. UNDERWRITING FMSbonds, Inc. (the "Underwriter") has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2019 Bonds from the District at a purchase price of $[______] (par amount of the Series 2019 Bonds, [plus/less an original issue premium/discount of $[______]] and an Underwriter's discount of $[______]). The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all of the Series 2019 Bonds if any Series 2019 Bonds of such Series are purchased. The Underwriter intends to offer the Series 2019 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Series 2019 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter. 55 VALIDATION The Series 2019 Bonds are included within the Forty-Six Million Seven Hundred and Sixty Thousand Dollars ($46,760,000) of special assessment revenue bonds of the District validated by final judgment of the Circuit Court of the Twentieth Judicial Circuit of Florida in and for the County, rendered on April 2, 2018. The appeal period for this judgment expired on May 4, 2018, with no appeal having been filed. LEGAL MATTERS Certain legal matters related to the authorization, sale and delivery of the Series 2019 Bonds are subject to the approval of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida. Certain legal matters will be passed upon for Lennar by its counsel, Pavese Law Firm, Fort Myers, Florida and for Pulte by its counsel Pavese Law Firm, Fort Myers, Florida. Certain legal matters will be passed upon for the District by Greenberg Traurig, P.A., Orlando, Florida, as Disclosure Counsel. Aponte & Associates Law Firm, P.L.L.C. Orlando, Florida is serving as Underwriter's counsel. Bond Counsel's form of opinions set forth in APPENDIX E hereto are based on existing law, which is subject to change. Such opinions are further based on factual representations made to Bond Counsel as of the date thereof. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or the courts; rather, such opinions represent Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion. MISCELLANEOUS Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized. The references herein to the Series 2019 Bonds and other documents referred to herein are brief summaries of certain provisions thereof. Such summaries do not purport to be complete and reference is made to such documents for full and complete statements of such provisions. This Limited Offering Memorandum is submitted in connection with the limited offering of the Series 2019 Bonds and may not be reproduced or used, as a whole or in part, for any purpose. This Limited Offering Memorandum is not to be construed as a contract with the purchaser or the Beneficial Owners of any of the Series 2019 Bonds. 56 AUTHORIZATION AND APPROVAL The execution and delivery of this Limited Offering Memorandum has been duly authorized by the Board of the District. WILBBLUE DEVELOPMENT SPECIAL DISTRICT By: ______Russell Smith, Chair 57 APPENDIX A COPY OF MASTER INDENTURE AND PROPOSED FORM OF THE FIRST SUPPLEMENTAL INDENTURE APPENDIX B FORM OPINION OF BOND COUNSEL APPENDIX C ENGINEER'S REPORT APPENDIX D ASSESSMENT METHODOLOGY APPENDIX E DISTRICT'S FINANCIAL STATEMENTS APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT EXHIBIT C FORM OF CONTINUING DISCLOSURE AGREEMENT ORL 299891331v1 C-1 CONTINUING DISCLOSURE AGREEMENT LENNAR HOMES, LLC This Continuing Disclosure Agreement (this "Disclosure Agreement") dated as of [February __, 2019], is executed and delivered by the WildBlue Community Development District (the "Issuer" or the "District"), Lennar Homes, LLC, a Florida limited liability company (the "Developer"), and Wrathell, Hunt and Associates, LLC, as dissemination agent (together with its successors and assigns, the "Dissemination Agent") in connection with the Issuer's (i) $[______] Special Assessment Revenue Bonds, Series 2019 (the "Bonds") and consented to and agreed to by the Trustee (as defined herein) and the District Manager (as defined herein). The Bonds are secured pursuant to a Master Trust Indenture dated as of February 1, 2019 (the "Master Indenture") and a First Supplemental Trust Indenture dated as of February 1, 2019 (the "First Supplemental Indenture" and, together with the Master Indenture the "Indenture"), each entered into by and between the Issuer and U.S. Bank National Association, as trustee (the "Trustee"), a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in [Orlando], Florida. The Bonds are being issued by the Issuer to provide funds to be used for the purposes of providing funds for a portion of the Costs of the 2019 Project as defined in the Indenture. The Issuer has authorized the preparation and distribution of the Preliminary Limited Offering Memorandum dated [January __, 2019] with respect to the Bonds (the "Preliminary Limited Offering Memorandum") and, on or before the date of the Preliminary Limited Offering Memorandum, the Issuer and the Developer deemed that the Preliminary Limited Offering Memorandum was final within the meaning of the Rule (as defined herein). Upon the initial sale of the Bonds to the Participating Underwriter (as defined herein), the Issuer authorized the preparation and distribution of the Limited Offering Memorandum dated [February __, 2019] with respect to the Bonds (the "Limited Offering Memorandum"). The Issuer, the Developer, and the Dissemination Agent covenant and agree as follows: 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Developer, and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer and the Developer, respectively, have undertaken to provide certain annual or quarterly financial information and notice of certain events on an ongoing basis for so long as the Bonds remain outstanding as set forth herein and in the continuing disclosure undertakings of the Issuer and the Developer. The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer and each Obligated Person agree to promptly provide such additional information. The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law. 2. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture and the Limited Offering Memorandum. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings: "Annual Filing Date" means the date set forth in Section 3(a) hereof by which the Annual Report is to be filed with each Repository. "Annual Financial Information" means annual financial information as such term is used in paragraph (f)(9) of the Rule and specified in Section 4(a) of this Disclosure Agreement. "Annual Report" shall mean any annual report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Assessment Area" shall mean collectively that portion of the District lands subject to the Assessments. "Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement. "Audited Financial Statements Filing Date" means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report. "Beneficial Owner" shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Business Day" means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed. 2 "Developer" means Lennar Homes, LLC, a Florida limited liability company responsible for installing master improvements and overseeing general master development activities in the District. "Disclosure Representative" shall mean (i) as to the Issuer, the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent; and (ii) as to each entity comprising an Obligated Person (other than the Issuer), the individuals executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent. "Dissemination Agent" shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 8 hereof. Wrathell, Hunt and Associates, LLC, has been designated as the initial Dissemination Agent hereunder. "District Manager" shall mean Wrathell, Hunt and Associates, LLC, and its successors and assigns. "EMMA" means the Electronic Municipal Market Access system, a service of the MSRB, or any successor thereto. "EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB. "Fiscal Year" shall mean the period commencing on October 1 and ending on September 30 of the next succeeding year, or any such other twelve-month period designated by the Issuer, from time to time, to be its fiscal year. "Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated [February __, 2019], prepared in connection with the issuance of the Bonds. "Listed Events" shall mean any of the events listed in Section 6(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, as amended. "Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise, fund, or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer, and for the purposes of this Disclosure Agreement, the Developer, and its affiliates, successors or assigns (excluding homebuyers who are end users), for so long as such Developer or its affiliates, successors or assigns (excluding residential 3 homebuyers who are end users) are the owners of District lands responsible for payment of at least 20% of the Assessments. "Participating Underwriter" shall mean FMSbonds, Inc. "Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be May 1, 2019. "Quarterly Report" shall mean any Quarterly Report provided by any Obligated Person (other than the Issuer) pursuant to, and as described in, Section 5 of this Disclosure Agreement. "Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the only Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure filings through the EMMA website at http://emma.msrb.org. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same has and may be amended from time to time. "SEC" means the Securities and Exchange Commission. "State" shall mean the State of Florida. "Unaudited Financial Statements" means the financial statements (if any) of the Issuer the prior Fiscal Year which have not been certified by an independent auditor. 3. Provision of Annual Reports. (a) Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than one hundred eighty (180) days after the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ended September 30, 2019; provided, however, the District shall provide to the Dissemination Agent the Audited Financial Statements for Fiscal Year ended September 30, 2019, by the Audited Financial Statements Filing Date (as defined herein). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). If the Audited Financial Statements are not available prior to the Audited Financial Statements Filing Date, the Issuer shall provide the Unaudited Financial Statements and when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Dissemination Agent for filing with the Repository. 4 The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6. (b) If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report and the Audited Financial Statements (or if the Audited Financial Statements are not available, the Unaudited Financial Statements), as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 6(a)(xv) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A. (c) If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements (even if Unaudited Financial Statements are provided), then a Listed Event as described in Section 6(a)(xv) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall: (i) determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and (ii) promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statement has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed. (e) All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format. 5 4. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer, including the following: (i) The amount of Assessments levied in the Assessment Area for the most recent prior Fiscal Year. (ii) The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year. (iii) If available, the amount of delinquencies in the Assessment Area greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners. (iv) If available, the amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year. (v) All fund balances in all Funds and Accounts for the Bonds. (vi) The total amount of Bonds Outstanding. (vii) The amount of principal and interest to be paid on the Bonds in the current Fiscal Year. (viii) The most recent Audited Financial Statements of the Issuer. (ix) In the event of any amendment or waiver of a provision of this Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered more than 180 days after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including limited offering memorandums and official statements of debt issues of the Issuer or related public entities, 6 which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference. (b) The Issuer and each Obligated Person agree to supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer, Obligated Persons and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer, an Obligated Person or others as thereafter disseminated by the Dissemination Agent. (c) Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided. 5. Quarterly Reports. (a) Each Obligated Person (other than the Issuer) shall provide an electronic copy of the Quarterly Report to the Dissemination Agent no later than fifteen (15) days prior to the Quarterly Filing Date. Promptly upon receipt of an electronic copy of the Quarterly Report, but in any event within ten (10) days after receipt thereof but in all events if received prior to the Quarterly Filing Date no later than such date, the Dissemination Agent shall provide a Quarterly Report to the Repository. (b) Each Quarterly Report shall contain an update of the following information to the extent available: (i) The number and type of lots in the Assessment Area subject to the Assessments. (ii) The number and type of lots planned for the Assessment Area. (iii) The number and type of lots owned in the Assessment Area by the Obligated Person. (iv) The number and type of lots platted in the Assessment Area. (v) The number and type of lots in the Assessment Area owned by the Obligated Person under contract with a homebuilder and closed with a homebuilder and the name of such builder. (vi) The number and type of homes under construction in the Assessment Area, as reported to the Developer by the homebuilders. 7 (vii) The number and type of homes closed with homebuyers (delivered to end users) in the Assessment Area. (viii) Any change to the number or type of lots planned to be developed in the Assessment Area by the Obligated Person. (ix) Materially adverse changes or determinations to permits/approvals for the development of the Assessment Area which necessitate changes to the land use plans of any Obligated Person. (x) The occurrence of any new or modified mortgage debt on the land owned by the Obligated Person in the Assessment Area, including the amount, interest rate and terms of repayment. (c) If an Obligated Person sells, assigns or otherwise transfers ownership of real property in the Assessment Area (a "Transferor Obligated Person") to a third party (a "Transferee"), which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Transferor Obligated Person hereby agrees to use its best efforts to contractually obligate such Transferee to agree to comply with the disclosure obligations of an Obligated Person hereunder for so long as such Transferee is an Obligated Person hereunder, to the same extent as if such Transferee were a party to this Disclosure Agreement (an "Assignment"). The Transferor Obligated Person shall notify the District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing herein shall be construed to relieve the Developer from its respective obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment. (d) If the Dissemination Agent has not received a Quarterly Report that contains, at a minimum, the information in Section 5(b) of this Disclosure Agreement by 12:00 noon on the first (1st) Business Day following each Quarterly Filing Date, a Listed Event described in Section 6(a)(xv) shall have occurred and the District and each Obligated Person hereby direct the Dissemination Agent to send a notice to the Repository in substantially the form attached as Exhibit A, with a copy to the District. The Dissemination Agent shall file such notice no later than thirty (30) days following the applicable Quarterly Filing Date. 6. Reporting of Significant Events. (a) This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on the Reserve Account related to the Bonds reflecting financial difficulties; 8 (iv) Unscheduled draws on credit enhancements reflecting financial difficulties;* (v) Substitution of credit or liquidity providers, or their failure to perform;* (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (vii) Modifications to rights of Bondholders, if material; (viii) Bond calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution, or sale of property securing repayment of the Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership or similar event of the Issuer or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person); (xiii) Consummation of a merger, consolidation, or acquisition involving the Issuer or any Obligated Person or the sale of all or substantially all of the assets of the Issuer or any Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xiv) Appointment of a successor or additional Trustee or the change of name of the Trustee, if material; (xv) Incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other * Not applicable to the Bonds at their date of issuance. 9 similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; (xvi) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties; and (xvii) Failure to provide (A) any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, or (B) any Quarterly Report that contains, in all material respects, the information required to be included therein under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws. (b) The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Event described in Section 6(a)(xv), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Dissemination Agent to disseminate the information (provided that such date is not later than the tenth (10th) Business Day after the occurrence of the Listed Event or such earlier time period as required by this Agreement). (c) Each Obligated Person shall notify the Issuer of the occurrence of a Listed Event described in subsections (a)(x), (xii), (xiii) or (xv) above as to such Obligated Person within five (5) Business Days after the occurrence of the Listed Event so as to enable the Issuer to comply with its obligations under this Section 6. (d) If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository. 7. Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. 8. Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Beneficial Owners. If at any time there is not any other designated Dissemination Agent, the Issuer shall be deemed to be the Dissemination Agent. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain responsible until payment in full for any and 10 all sums owed and payable to the Dissemination Agent hereunder. The initial Dissemination Agent shall be Wrathell, Hunt and Associates, LLC. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of the Dissemination Agent. The Dissemination Agent, may terminate its role as Dissemination Agent at any time upon delivery of thirty (30) days prior written notice to the District and each Obligated Person. The District may terminate the Dissemination Agent at any time upon delivery of written notice to the Dissemination Agent and each Obligated Person. 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Issuer shall describe such amendment and/or waiver in the next Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Notwithstanding the above provisions of this Section 9, no amendment to the provisions of Section 5(b) hereof may be made without the consent of each Obligated Person, if any. 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 11. Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking 11 mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance. 12. Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement among the District, the Developer and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, the Developer and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA compliant format. 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developer, the Dissemination Agent, the Trustee, the Participating Underwriter and the Beneficial Owners of the Bonds (the Dissemination Agent, the Trustee, Participating Underwriter and Beneficial Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity. 14. Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Beneficial Owner, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Lee County Tax Collector and the Issuer's most recent adopted budget. 15. Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Lee County, Florida. 16. Counterparts. This Disclosure Agreement may be executed in several counterparts and by PDF signature and all of which shall constitute but one and the same instrument. 17. Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination 12 Agent at the expense of the Issuer, any information or reports the Dissemination Agent requests in writing that are readily available and in the possession of the Trustee. 18. Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement. Notwithstanding the foregoing, as to the Developer or any assignee or successor thereto that becomes an Obligated Person pursuant to the terms of this Disclosure Agreement, only successor or assignees to such parties who are, by definition, Obligated Persons, shall be bound or benefited by this Disclosure Agreement. [SIGNATURE PAGE FOLLOWS] 13 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER [SEAL] By: Russell Smith, Chair ATTEST: By: ______Secretary LENNAR HOMES, LLC, a Florida limited liability company, AS DEVELOPER By: Name: Title: WRATHELL, HUNT AND ASSOCIATES, LLC, AS DISSEMINATION AGENT By: Name: Title: 14 CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER WRATHELL, HUNT AND ASSOCIATES, LLC, AS DISTRICT MANAGER By: ______Name: ______Title: ______ Acknowledged and agreed to for purposes of Sections 11, 13 and 17 only: U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: Amanda Kumar, Assistant Vice President 15 EXHIBIT A FORM OF NOTICE TO REPOSITORIES OF FAILURE TO FILE [ANNUAL REPORT] [AUDITED FINANCIAL STATEMENTS][QUARTERLY REPORT] Name of Issuer: WildBlue Community Development District Name of Bond Issue: $[______] Special Assessment Revenue Bonds, Series 2019 (the "Bonds") Obligated Person(s): WildBlue Community Development District Lennar Homes, LLC Original Date of Issuance: [______, 2019] CUSIP Numbers: [______] NOTICE IS HEREBY GIVEN that the [Issuer][Obligated Person] has not provided an [Annual Report] [Audited Financial Statements] [Quarterly Report] with respect to the above- named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated [______, 2019], by and between the Issuer, the Developer and the Dissemination Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the [Annual Report] [Audited Financial Statements] [Quarterly Report] will be filed by ______, 20____. Dated: ______ WRATHELL, HUNT AND ASSOCIATES, LLC, as Dissemination Agent By: Name: Title: cc: Issuer Trustee A-1 EXHIBIT D FORM OF FIRST SUPPLEMENTAL TRUST INDENTURE ORL 299885218v4/176957.010100 ORL 299891331v1 D-1 ______ ______ BETWEEN WILDBLUE COMMUNITY DEVELOPMENT DISTRICT AND U.S. BANK NATIONAL ASSOCIATION as Trustee ______ Dated as of ______1, 2019 ______ Authorizing and Securing $______WILDBLUE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ...... 3 ARTICLE II THE SERIES 2019 BONDS ...... 8 SECTION 2.01. Amounts and Terms of Series 2019 Bonds; Issue of Series 2019 Bonds .....8 SECTION 2.02. Execution ...... 8 SECTION 2.03. Authentication ...... 8 SECTION 2.04. Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2019 Bonds...... 8 SECTION 2.05. Debt Service on the Series 2019 Bonds ...... 9 SECTION 2.06. Disposition of Series 2019 Bond Proceeds ...... 10 SECTION 2.07. Book-Entry Form of Series 2019 Bonds ...... 10 SECTION 2.08. Appointment of Registrar and Paying Agent ...... 11 SECTION 2.09. Conditions Precedent to Issuance of the Series 2019 Bonds ...... 11 ARTICLE III REDEMPTION OF SERIES 2019 BONDS ...... 13 SECTION 3.01. Redemption Dates and Prices ...... 13 SECTION 3.02. Notice of Redemption ...... 16 ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 SPECIAL ASSESSMENT LIENS ...... 17 SECTION 4.01. Establishment of Certain Funds and Accounts ...... 17 SECTION 4.02. Series 2019 Revenue Account ...... 19 SECTION 4.03. Power to Issue Series 2019 Bonds and Create Lien ...... 20 SECTION 4.04. 2019 Project to Conform to Consulting Engineers Report ...... 20 SECTION 4.05. Prepayments; Removal of Series 2019 Special Assessment Liens...... 21 ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER ...... 22 SECTION 5.01. Collection of Series 2019 Special Assessments ...... 22 SECTION 5.02. Continuing Disclosure ...... 22 SECTION 5.03. Investment of Funds and Accounts ...... 22 SECTION 5.04. Additional Obligations ...... 22 SECTION 5.05. Requisite Owners for Direction or Consent ...... 23 SECTION 5.06. Acknowledgement Regarding Series 2019 Acquisition and Construction Account Moneys Following an Event of Default ...... 23 ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR ...... 24 SECTION 6.01. Acceptance of Trust ...... 24 SECTION 6.02. Trustee’s Duties ...... 24 ARTICLE VII MISCELLANEOUS PROVISIONS ...... 25 SECTION 7.01. Interpretation of First Supplemental Indenture ...... 25 SECTION 7.02. Amendments ...... 25 SECTION 7.03. Counterparts ...... 25 i SECTION 7.04. Appendices and Exhibits ...... 25 SECTION 7.05. Payment Dates ...... 25 SECTION 7.06. No Rights Conferred on Others ...... 25 SECTION 7.07. Brokerage Confirmations ...... 25 SECTION 7.08. Patriot Act Requirements of the Trustee ...... 25 EXHIBIT A DESCRIPTION OF 2019 PROJECT EXHIBIT B FORM OF SERIES 2019 BOND EXHIBIT C FORMS OF REQUISITIONS EXHIBIT D FORM OF INVESTOR LETTER ii THIS FIRST SUPPLEMENTAL TRUST INDENTURE (the “First Supplemental Indenture”), dated as of ______1, 2019 between the WILDBLUE COMMUNITY DEVELOPMENT DISTRICT (together with its successors and assigns, the “Issuer”), a local unit of special-purpose government organized and existing under the laws of the State of Florida, and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States and having a designated corporate trust office in Fort Lauderdale, Florida, as trustee (said banking corporation and any bank or trust company becoming successor trustee under this First Supplemental Indenture being hereinafter referred to as the “Trustee”); W I T N E S S E T H: WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the “Act”), by Ordinance No. 2017-17 enacted by the Board of County Commissioners of Lee County, Florida (the “County”), on November 7, 2017 and becoming effective on November 18, 2017 (the “Ordinance”); and WHEREAS, the premises governed by the Issuer, as described more fully in the Ordinance, consisting of approximately 1,563 acres of land (herein, the “District Lands” or “District”), are located entirely within the unincorporated area of the County; and WHEREAS, the Issuer has been created for the purpose of delivering certain community development services and facilities for the benefit of the District Lands; and WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the District Lands; and WHEREAS, the Issuer has previously adopted Resolution No. 2018-25 on January 25, 2018 (the “Original Authorizing Resolution”), authorizing the issuance of not to exceed $46,760,000 in aggregate principal amount of its Special Assessment Bonds in one or more Series (the “Bonds”) to finance all or a portion of the design, acquisition and construction costs of certain improvements pursuant to the Act for the special benefit of the District Lands or portions thereof and approving the form of and authorizing the execution and delivery of a master trust indenture and supplemental indenture; and WHEREAS, to the extent not constructed by the Issuer, Lennar Homes, LLC, a Florida limited liability company (the “Landowner”) is the master developer of a residential community to be located within the District and may construct all of the public infrastructure necessary to serve and benefit such residential community (herein, the “Development”), and which will be constructed and/or purchased by the Issuer with a portion of the proceeds of the herein described Series 2019 Bonds (such public infrastructure as described on Exhibit A is herein collectively referred to as the “2019 Project”); and WHEREAS, the Issuer has determined to issue a Series of Bonds designated as the WildBlue Community Development District Special Assessment Bonds, Series 2019 (the “Series 2019 Bonds”), pursuant to the Master Indenture and this First Supplemental Indenture (hereinafter sometimes collectively referred to as the “2019 Indenture”); and WHEREAS, in the manner provided herein, the proceeds of the Series 2019 Bonds will be used to provide funds for (i) the Costs of acquiring and/or constructing all or a portion of the 2019 Project, [(ii) funding Capitalized Interest through at least ______15, 2019,] (iii) the funding of the Series 2019 Reserve Account, and (iv) the payment of the costs of issuance of the Series 2019 Bonds; and WHEREAS, the Series 2019 Bonds will be secured by a pledge of Series 2019 Pledged Revenues (as hereinafter defined) to the extent provided herein; and NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that to provide for the issuance of the Series 2019 Bonds, the security and payment of the principal or Redemption Price thereof (as the case may be) and interest thereon, the rights of the Bondholders and the performance and observance of all of the covenants contained herein and in said Series 2019 Bonds, and for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Series 2019 Bonds by the Owners thereof, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer does hereby assign, transfer, set over and pledge to U.S. Bank National Association, as Trustee, its successors in trust and its assigns forever, and grants a lien on all of the right, title and interest of the Issuer in and to the Series 2019 Pledged Revenues as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series 2019 Bonds issued hereunder, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows: TO HAVE AND TO HOLD the same and any other revenues, property, contracts or contract rights, accounts receivable, chattel paper, instruments, general intangibles or other rights and the proceeds thereof, which may, by delivery, assignment or otherwise, be subject to the lien created by the Indenture with respect to the Series 2019 Bonds. IN TRUST NEVERTHELESS, for the equal and ratable benefit and security of all present and future Owners of the Series 2019 Bonds issued and to be issued under this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise (except as otherwise specifically provided in this First Supplemental Indenture) of any one Series 2019 Bond over any other Series 2019 Bond, all as provided in the Indenture. PROVIDED, HOWEVER, that if the Issuer, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal or redemption price of the Series 2019 Bonds issued, secured and Outstanding hereunder and the interest due or to become due thereon, at the times and in the manner mentioned in such Series 2019 Bonds and the Indenture, according to the true intent and meaning thereof and hereof, and the Issuer shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then upon such final payments this First Supplemental Indenture and the rights hereby granted shall cease and terminate, otherwise this First Supplemental Indenture to be and remain in full force and effect. 2 ARTICLE I DEFINITIONS In this First Supplemental Indenture capitalized terms used without definition shall have the meanings ascribed thereto in the Master Indenture and, in addition to certain terms defined in the recitals above, the following terms shall have the meanings specified below, unless otherwise expressly provided or unless the context otherwise requires: “Acquisition Agreement” shall mean that certain [Acquisition Agreement] relating to the acquisition of the 2019 Project, and [Completion Agreement (2019 Project)], relating to the completion of the 2019 Project, each by and between the Landowner and the Issuer. “Arbitrage Certificate” shall mean that certain Arbitrage Certificate, including arbitrage rebate covenants, of the Issuer, dated ______, 2019, relating to certain restrictions on arbitrage under the Code with respect to the Series 2019 Bonds. “Assessment Resolutions” shall mean Resolution No. 2019-01, Resolution No. 2019-02 and Resolution No. 2019-05 of the Issuer adopted on December 6, 2018, December 6, 2018 and January 24, 2019, respectively, as amended and supplemented from time to time. “Authorized Denomination” shall mean, with respect to the Series 2019 Bonds, on the date of issuance, in the denominations of $5,000 and any integral multiple thereof provided, however, if any initial beneficial owner does not purchase at least $100,000 of the Series 2019 Bonds at the time of initial delivery of the Series 2019 Bonds, such beneficial owner must execute and deliver to the Issuer and the Underwriter on the date of delivery of the Series 2019 Bonds the investor letter substantially in the form attached hereto as Exhibit D or otherwise establish to the satisfaction of the Underwriter that such Beneficial Owner is an “accredited investor,” as described in Rule 501(a) under Regulation D of the Securities Act of 1933, as amended. “Bond Counsel” shall mean Greenberg Traurig, P.A., or any other nationally recognized bond counsel firm selected by the Issuer. “Bonds” shall mean the Issuer’s Special Assessments Bonds issued pursuant to the Master Indenture. “Capitalized Interest” shall mean interest due or to become due on the Series 2019 Bonds, which will be paid, or is expected to be paid, from the proceeds of the Series 2019 Bonds. “Collateral Assignment” shall mean that certain instrument entitled Collateral Assignment and Assumption Agreement and executed by the Landowner in favor of the Issuer whereby all of the Project Documents and other material documents necessary to complete the 2019 Project are collaterally assigned as security for the Landowner’s obligation to pay the Series 2019 Special Assessments imposed against the assessable lands within the District owned by the Landowner or builders from time to time. “Continuing Disclosure Agreement” shall mean the Continuing Disclosure Agreement for the benefit of the owners of the Series 2019 Bonds, dated ______, 2019, by and 3 among the Issuer, the dissemination agent named therein, the Landowner and joined by the other parties named therein, in connection with the issuance of the Series 2019 Bonds. “Defeasance Securities” shall mean, with respect to the Series 2019 Bonds, to the extent permitted by law, (a) cash deposits, and (b) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of Treasury) which are non-callable and non-prepayable. “District Manager” shall mean Rizzetta & Company, Inc., and its successors and assigns. “Interest Payment Date” shall mean June 15 and December 15 of each year commencing June 15, 2019, each Quarterly Redemption Date and any other date the principal of the Series 2019 Bonds is paid. “Majority Holders” means the beneficial owners of more than fifty percent (50%) of the Outstanding Series 2019 Bonds. “Master Indenture” shall mean the Master Trust Indenture, dated as of ______, 2019, by and between the Issuer and the Trustee, as supplemented and amended with respect to matters pertaining solely to the Master Indenture or the Series 2019 Bonds (as opposed to supplements or amendments relating to any other Series of Bonds). “Paying Agent” shall mean U.S. Bank National Association, and its successors and assigns as Paying Agent hereunder. “Prepayment” shall mean the payment by any owner of property within the District of the amount of the Series 2019 Special Assessments encumbering its property, in whole or in part, prior to its scheduled due date, including optional prepayments. The term “Prepayment” also means any proceeds received as a result of accelerating the Series 2019 Special Assessments and/or as a result of a true-up payment. “Prepayments” shall include, without limitation, Series 2019 Prepayment Principal. “Quarterly Redemption Date” shall mean each March 15, June 15, September 15 and December 15. “Redemption Price” shall mean the principal amount of any Series 2019 Bond payable upon redemption thereof pursuant to this First Supplemental Indenture. “Registrar” shall mean U.S. Bank National Association and its successors and assigns as Registrar hereunder. “Regular Record Date” shall mean the first day (whether or not a Business Day) of the calendar month for which an Interest Payment Date occurs. “Resolution” shall mean, collectively, (i) Resolution No. 2018-25 of the Issuer adopted on January 25, 2018, pursuant to which the Issuer authorized the issuance of not exceeding $46,760,000 aggregate principal amount of its Bonds to finance the construction or acquisition of public infrastructure within the District, and (ii) Resolution No. 2019-07 of the Issuer adopted on January 24, 2019, pursuant to which the Issuer authorized, among other things, the issuance of 4 the Series 2019 Bonds in an aggregate principal amount of not exceeding $25,000,000 to finance the acquisition of all or a portion of the 2019 Project, specifying the details of the Series 2019 Bonds and awarding the Series 2019 Bonds to the Underwriter of the Series 2019 Bonds, subject to the parameters set forth herein. “Series 2019 Acquisition and Construction Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Indenture. “Series 2019 Bond Redemption Account” shall mean the Series 2019 Bond Redemption Account established as a separate Account within the Bond Redemption Fund pursuant to Section 4.01(g) of this First Supplemental Indenture. “Series 2019 Bonds” shall mean the $______aggregate principal amount of WildBlue Community Development District Special Assessment Bonds, Series 2019, to be issued as fully registered Bonds in accordance with the provisions of the Master Indenture and this First Supplemental Indenture, and secured and authorized by the Master Indenture and this First Supplemental Indenture. “Series 2019 Capitalized Interest Account” shall mean the account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Indenture. “Series 2019 Costs of Issuance Account” shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 4.01(a) of this First Supplemental Indenture. “Series 2019 General Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Indenture. “Series 2019 Interest Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(d) of this First Supplemental Indenture . “Series 2019 Optional Redemption Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Indenture. “Series 2019 Pledged Revenues” shall mean (a) all revenues received by the Issuer from the Series 2019 Special Assessments levied and collected on the assessable lands within the District, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019 Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019 Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019 Indenture created and established with respect to or for the benefit of the Series 2019 Bonds; provided, however, that Series 2019 Pledged Revenues shall not include (A) any moneys transferred to the Series 2019 Rebate Fund and investment earnings thereon, (B) moneys on deposit in the Series 2019 Costs of Issuance 5 Account of the Acquisition and Construction Fund, and (C) “special assessments” levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or “maintenance assessments” levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A), (B) and (C) of this proviso). “Series 2019 Prepayment Principal” shall mean the portion of a Prepayment corresponding to the principal amount of the Series 2019 Special Assessments being prepaid pursuant to Section 4.05 of this First Supplemental Indenture or as a result of an acceleration of the Series 2019 Special Assessments pursuant to Section 170.10, Florida Statutes, if such Series 2019 Special Assessments are being collected through a direct billing method. “Series 2019 Prepayment Subaccount” shall mean the subaccount so designated, established as a separate subaccount under the Series 2019 Bond Redemption Account pursuant to Section 4.01(g) of this First Supplemental Indenture. “Series 2019 Principal Account” shall mean the account so designated, established as a separate account within the Debt Service Fund pursuant to Section 4.01(c) of this First Supplemental Indenture. “Series 2019 Rebate Fund” shall mean the Fund so designated, established pursuant to Section 4.01(j) of this First Supplemental Indenture. “Series 2019 Reserve Account” shall mean the Series 2019 Reserve Account established as a separate Account within the Debt Service Reserve Fund pursuant to Section 4.01(f) of this First Supplemental Indenture. “Series 2019 Reserve Requirement” or “Reserve Requirement” shall mean an amount equal to ___% of the maximum annual debt service with respect to the initial principal amount of the Series 2019 Bonds determined on the date of issuance. Any amount in the Series 2019 Reserve Account may, upon final maturity or redemption of all Outstanding Series 2019 Bonds be used to pay principal of and interest on the Series 2019 Bonds at that time. The Series 2019 Reserve Requirement shall be equal to $______. “Series 2019 Revenue Account” shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 4.01(b) of this First Supplemental Indenture. “Series 2019 Sinking Fund Account” shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 4.01(e) of this First Supplemental Indenture. “Series 2019 Special Assessments” shall mean a portion of the Special Assessments levied on the assessable lands within the District as a result of the Issuer’s acquisition and/or construction of the 2019 Project, corresponding in amount to the debt service on the Series 2019 Bonds and designated as such in the methodology report relating thereto. 6 “2019 Indenture” shall mean collectively, the Master Indenture and this First Supplemental Indenture. “2019 Project” shall mean a portion of the public infrastructure deemed necessary for the development of the Development within the District generally described on Exhibit A attached hereto. “Underwriter” shall mean FMSbonds, Inc., the underwriter of the Series 2019 Bonds. The words “hereof,” “herein,” “hereto,” “hereby,” and “hereunder” (except in the form of Series 2019 Bonds), refer to the entire Indenture. Every “request,” “requisition,” “order,” “demand,” “application,” “notice,” “statement,” “certificate,” “consent,” or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chairperson or Vice Chairperson and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or Responsible Officer of the Issuer. All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa. [END OF ARTICLE I] 7 ARTICLE II THE SERIES 2019 Bonds SECTION 2.01. Amounts and Terms of Series 2019 Bonds; Issue of Series 2019 Bonds. No Series 2019 Bonds may be issued under this First Supplemental Indenture except in accordance with the provisions of this Article and Articles II and III of the Master Indenture. (a) The total principal amount of Series 2019 Bonds that may be issued under this First Supplemental Indenture is expressly limited to $______. The Series 2019 Bonds shall be numbered consecutively from R-1 and upwards. (b) Any and all Series 2019 Bonds shall be issued substantially in the form attached hereto as Exhibit B, with such appropriate variations, omissions and insertions as are permitted or required by the Indenture and with such additional changes as may be necessary or appropriate to conform to the provisions of the Resolution. The Issuer shall issue the Series 2019 Bonds upon execution of this First Supplemental Indenture and satisfaction of the requirements of Section 3.01 of the Master Indenture; and the Trustee shall, at the Issuer’s request, authenticate such Series 2019 Bonds and deliver them as specified in the request. SECTION 2.02. Execution. The Series 2019 Bonds shall be executed by the Issuer as set forth in the Master Indenture. SECTION 2.03. Authentication. The Series 2019 Bonds shall be authenticated as set forth in the Master Indenture. No Series 2019 Bond shall be valid until the certificate of authentication shall have been duly executed by the Trustee, as provided in the Master Indenture. SECTION 2.04. Purpose, Designation and Denominations of, and Interest Accruals on, the Series 2019 Bonds. (a) The Series 2019 Bonds are being issued hereunder in order to provide funds (i) for the payment of the Costs of acquiring and/or constructing all or a portion of the 2019 Project, (ii) to fund the Series 2019 Reserve Account in an amount equal to the Series 2019 Reserve Requirement, [(iii) to fund Capitalized Interest through at least ______15, 2019], and (iv) to pay the costs of issuance of the Series 2019 Bonds. The Series 2019 Bonds shall be designated “WildBlue Community Development District Special Assessment Bonds, Series 2019,” and shall be issued as fully registered bonds without coupons in Authorized Denominations. (b) The Series 2019 Bonds shall be dated as of the date of initial delivery. Interest on the Series 2019 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Interest on the Series 2019 Bonds shall be payable from the most recent Interest Payment Date next preceding the date of authentication thereof to which interest has been paid, unless the date of authentication thereof is a June 15 or December 15 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to June 15, 2019, in which case from the date of initial delivery or unless the date of authentication thereof is between a Record Date and the next succeeding Interest Payment Date, in which case from such Interest Payment Date. 8 (c) Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the principal or Redemption Price of the Series 2019 Bonds shall be payable in lawful money of the United States of America at the designated corporate trust office of the Paying Agent upon presentation of such Series 2019 Bonds. Except as otherwise provided in Section 2.07 of this First Supplemental Indenture in connection with a book entry only system of registration of the Series 2019 Bonds, the payment of interest on the Series 2019 Bonds shall be made on each Interest Payment Date to the Owners of the Series 2019 Bonds by check or draft drawn on the Paying Agent and mailed on the applicable Interest Payment Date to each Owner as such Owner appears on the Bond Register maintained by the Registrar as of the close of business on the Regular Record Date, at his address as it appears on the Bond Register. Any interest on any Series 2019 Bond which is payable, but is not punctually paid or provided for on any Interest Payment Date (hereinafter called “Defaulted Interest”) shall be paid to the Owner in whose name the Series 2019 Bond is registered at the close of business on a special record date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class, postage-prepaid, to each Owner of record as of the fifth (5th) day prior to such mailing, at his address as it appears in the Bond Register not less than ten (10) days prior to such special record date. The foregoing notwithstanding, any Owner of Series 2019 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Paying Agent, upon requesting the same in a writing received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which interest payments are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Paying Agent at least fifteen (15) days prior to the relevant Record Date. SECTION 2.05. Debt Service on the Series 2019 Bonds. (a) The Series 2019 Bonds will mature on December 15 in the years and in the principal amounts, and bear interest at the rates all set forth below, subject to the right of prior redemption in accordance with their terms. Year Amount Interest Rate ______*Term Bonds (b) Interest on the Series 2019 Bonds will be computed in all cases on the basis of a 360 day year of twelve 30 day months. Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by the Series 2019 Bonds on the day before the default occurred. 9 SECTION 2.06. Disposition of Series 2019 Bond Proceeds. From the net proceeds of the Series 2019 Bonds received by the Trustee in the amount of $______. (a) $______derived from the net proceeds of the Series 2019 Bonds (which is an amount equal to the Series 2019 Reserve Requirement) shall be deposited in the Series 2019 Reserve Account of the Debt Service Reserve Fund; (b) $______derived from the net proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Capitalized Interest Account to pay Capitalized Interest; (c) $______derived from the net proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund for payment of the costs of issuing the Series 2019 Bonds; and (d) $______representing the balance of the net proceeds of the Series 2019 Bonds shall be deposited in the Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund which the Issuer shall cause to be applied in accordance with Article V of the Master Indenture and the terms of the Acquisition Agreement. SECTION 2.07. Book-Entry Form of Series 2019 Bonds. The Series 2019 Bonds shall be issued as one fully registered bond for each maturity of Series 2019 Bonds and deposited with The Depository Trust Company (“DTC”), New York, New York, which is responsible for establishing and maintaining records of ownership for its participants. As long as the Series 2019 Bonds are held in book-entry-only form, Cede & Co. shall be considered the registered owner for all purposes hereof and in the Master Indenture. DTC shall be responsible for maintaining a book-entry-only system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership interests of individual purchasers of the Series 2019 Bonds (“Beneficial Owners”). Principal and interest on the Series 2019 Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer. Individuals may purchase beneficial interests in Authorized Denominations in book- entry-only form, without certificated Series 2019 Bonds, through DTC Participants and Indirect Participants. During the period for which Cede & Co. is registered owner of the Series 2019 Bonds, any notices to be provided to any Beneficial Owner will be provided to Cede & Co. DTC shall be responsible for notices to DTC Participants and DTC Participants shall be responsible for 10 notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. The Issuer shall enter into a blanket letter of representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the Issuer in accordance with the procedures of DTC. In the event of such termination, the Issuer shall select another securities depository and in that event, all references herein to DTC or Cede & Co., shall be deemed to be for reference to such successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Series 2019 Bonds in the form of fully registered Series 2019 Bonds in accordance with the instructions from Cede & Co. In the event DTC, any successor of DTC or the Issuer, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Series 2019 Bonds may be exchanged for an equal aggregate principal amount of Series 2019 Bonds in other Authorized Denominations upon surrender thereof at the designated corporate trust office of the Trustee. SECTION 2.08. Appointment of Registrar and Paying Agent. The Issuer shall keep, at the designated corporate trust office of the Registrar, books (the “Bond Register”) for the registration, transfer and exchange of the Series 2019 Bonds, and hereby appoints U.S. Bank National Association, as its Registrar to keep such books and make such registrations, transfers, and exchanges as required hereby. U.S. Bank National Association hereby accepts its appointment as Registrar and its duties and responsibilities as Registrar hereunder. Registrations, transfers and exchanges shall be without charge to the Bondholder requesting such registration, transfer or exchange, but such Bondholder shall pay any taxes or other governmental charges on all registrations, transfers and exchanges. The Issuer hereby appoints U.S. Bank National Association as Paying Agent for the Series 2019 Bonds. U.S. Bank National Association hereby accepts its appointment as Paying Agent and its duties and responsibilities as Paying Agent hereunder. SECTION 2.09. Conditions Precedent to Issuance of the Series 2019 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2019 Bonds, all the Series 2019 Bonds shall be executed by the Issuer for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the Issuer or upon its order, but only upon the further receipt by the Trustee of: (a) Certified copies of the Assessment Resolutions; (b) Executed originals of the Master Indenture and this First Supplemental Indenture; (c) An opinion of Counsel to the District substantially to the effect that (i) the Issuer has been duly established and validly exists as a community development district under the Act, (ii) the Issuer has good right and lawful authority under the Act to construct and/or purchase the 2019 Project being financed with the proceeds of the Series 2019 Bonds, subject to 11 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 having lawful jurisdiction in order to own and operate the 2019 Project, (iii) all proceedings undertaken by the Issuer with respect to the Series 2019 Special Assessments have been in accordance with Florida law, (iv) the Issuer has taken all action necessary to levy and impose the Series 2019 Special Assessments, and (v) the Series 2019 Special Assessments are legal, valid and binding liens upon the property against which such Series 2019 Special Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid; (d) A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2019 Bonds, the Issuer will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture; (e) An opinion of Bond Counsel; (f) A certificate of the Issuer’s methodology consultant that the benefit from the proposed 2019 Project equals or exceeds the amount of corresponding Series 2019 Special Assessments, the Series 2019 Special Assessments are fairly and reasonably allocated across the land that are subject to the Series 2019 Special Assessments, and the Series 2019 Special Assessments are sufficient to pay the Debt Service on the Series 2019 Bonds; and (g) A copy of the Collateral Assignment. Payment to the Trustee of the net purchase price from the sale of the Series 2019 Bonds shall constitute conclusive evidence upon which the Trustee is entitled to rely that the conditions to authenticate the Series 2019 Bonds have been met to the satisfaction of the District and the Underwriter. [END OF ARTICLE II] 12 ARTICLE III REDEMPTION OF SERIES 2019 Bonds SECTION 3.01. Redemption Dates and Prices. The Series 2019 Bonds shall be subject to redemption at the times and in the manner provided in Article VIII of the Master Indenture and in this Article III. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates hereinafter required. Except as otherwise provided in this Section 3.01, if less than all the Series 2019 Bonds are to be redeemed pursuant to an extraordinary mandatory redemption, the Trustee shall select the Series 2019 Bonds or portions of the Series 2019 Bonds to be redeemed by lot. Partial redemptions of Series 2019 Bonds shall be made in such a manner that the remaining Series 2019 Bonds held by each Bondholder shall be in Authorized Denominations, except for the last remaining Series 2019 Bond. The Series 2019 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the Redemption Price of the Series 2019 Bonds shall be made on the dates specified below. (a) Optional Redemption. The Series 2019 Bonds may, at the option of the Issuer, provided written notice hereof has been sent to the Trustee at least forty-five (45) days prior to the redemption date (unless the Trustee will accept less than forty-five (45) days’ notice), be called for redemption prior to maturity as a whole or in part, at any time, on or after November 15, 20XX (less than all Series 2019 Bonds of a maturity to be selected randomly), at a Redemption Price equal to the principal amount of Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date from moneys on deposit in the Series 2019 Optional Redemption Subaccount of the Series 2019 Bond Redemption Account. (b) Extraordinary Mandatory Redemption in Whole or in Part. The Series 2019 Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part, on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at a Redemption Price equal to 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, as follows: (i) from Series 2019 Prepayment Principal deposited into the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Special Assessments on any assessable property within the District in accordance with the provisions of Section 4.05(a) of this First Supplemental Indenture. (ii) from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019 Rebate Fund and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture. (iii) Upon the Completion Date, from any funds remaining on deposit in the Series 2019 Acquisition and Construction Account not otherwise reserved to complete a 13 portion of the 2019 Project and which have been transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. (c) Mandatory Sinking Fund Redemption. The Series 2019 Bonds maturing on December 15, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20XX are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount 14 Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20__ are subject to mandatory sinking fund redemption from the moneys on deposit in the Series 2019 Sinking Fund Account on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Mandatory Sinking Fund Year Redemption Amount ______*Maturity Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemptions, the District shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years. 15 SECTION 3.02. Notice of Redemption. When required to redeem Series 2019 Bonds under any provision of this First Supplemental Indenture or directed to redeem Series 2019 Bonds by the Issuer, the Trustee shall give or cause to be given to Owners of the Series 2019 Bonds to be redeemed, notice of the redemption, as set forth in Article VIII of the Master Indenture. [END OF ARTICLE III] 16 ARTICLE IV ESTABLISHMENT OF CERTAIN FUNDS AND ACCOUNTS; ADDITIONAL COVENANTS OF THE ISSUER; PREPAYMENTS; REMOVAL OF SERIES 2019 SPECIAL ASSESSMENT LIENS SECTION 4.01. Establishment of Certain Funds and Accounts. (a) The Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the “Series 2019 Acquisition and Construction Account.” Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Acquisition and Construction Account and the 2018 Escrow Subaccount in the amounts set forth in Section 2.06 of this First Supplemental Indenture, together with any moneys transferred to the Series 2019 Acquisition and Construction Account, and such moneys in the Series 2019 Acquisition and Construction Account shall be applied as set forth in Section 5.01 of the Master Indenture. After the Completion Date, any moneys remaining in the Series 2019 Acquisition and Construction Account, as evidenced in writing from the Issuer or from the District Manager, on behalf of the Issuer to the Trustee, shall be transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2019 Acquisition and Construction Account. Pursuant to the Master Indenture, the Trustee shall establish a separate account within the Acquisition and Construction Fund designated as the “Series 2019 Costs of Issuance Account.” Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Costs of Issuance Account in the amount set forth in Section 2.06 of this First Supplemental Indenture. Upon presentment to the Trustee of a properly signed requisition in substantially the form attached hereto as Exhibit C, the Trustee shall withdraw moneys from the Series 2019 Costs of Issuance Account to pay the costs of issuing the Series 2019 Bonds. Six months after the issuance of the Series 2019 Bonds, any moneys remaining in the Series 2019 Costs of Issuance Account in excess of the actual costs of issuing the Series 2019 Bonds requested to be disbursed by the Issuer shall be deposited into the Series 2019 Interest Account. Any deficiency in the amount allocated to pay the cost of issuing the Series 2019 Bonds shall be paid from excess Series 2019 Pledged Revenues on deposit in the Series 2019 Revenue Account. (b) Pursuant to Section 6.03 of the Master Indenture, the Trustee shall establish a separate Account within the Revenue Fund designated as the “Series 2019 Revenue Account.” Series 2019 Special Assessments (except for Prepayments of Series 2019 Special Assessments which shall be identified as such by the Issuer to the Trustee and deposited in the Series 2019 Prepayment Subaccount) shall be deposited by the Trustee into the Series 2019 Revenue Account which shall be applied as set forth in Section 6.03 of the Master Indenture and Section 4.02 of this First Supplemental Indenture. (c) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish a separate Account within the Debt Service Fund designated as the “Series 2019 Principal Account.” Moneys shall be deposited into the Series 2019 Principal Account as provided in Section 6.04 of the Master Indenture and Section 4.02 of this First Supplemental Indenture, and applied for the purposes provided therein. 17 (d) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish two (2) separate Accounts within the Debt Service Fund designated as the “Series 2019 Interest Account” and the “Series 2019 Capitalized Interest Account.” Moneys deposited into the Series 2019 Interest Account and Series 2019 Capitalized Interest Account pursuant to Section 6.04 of the Master Indenture and Sections 2.06 and 4.02 of this First Supplemental Indenture, shall be applied for the purposes provided therein. (e) Pursuant to Section 6.04 of the Master Indenture, the Trustee shall establish another separate Account within the Debt Service Fund designated as the “Series 2019 Sinking Fund Account.” Moneys shall be deposited into the Series 2019 Sinking Fund Account as provided in Section 6.04 of the Master Indenture and applied for the purposes provided therein and in Section 3.01(c) of this First Supplemental Indenture. (f) Pursuant to Section 6.05 of the Master Indenture, the Trustee shall establish a separate Account within the Reserve Fund designated as the “Series 2019 Reserve Account.” Proceeds of the Series 2019 Bonds shall be deposited into the Series 2019 Reserve Account in the amount set forth in Section 2.06 of this First Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2019 Reserve Account shall be applied for the purposes provided therein and in this Section 4.01(f) of this First Supplemental Indenture. All investment earnings on moneys in the Series 2019 Reserve Account shall remain on deposit therein. On each March 15 and September 15 (or, if such date is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the Series 2019 Reserve Account and transfer any excess therein above the Reserve Requirement for the Series 2019 Bonds caused by investment earnings to be transferred to the Series 2019 Revenue Account in accordance with Section 4.02 hereof. Notwithstanding any of the foregoing, amounts on deposit in the Series 2019 Reserve Account shall be transferred by the Trustee, in the amounts directed in writing by the Majority Holders of the Series 2019 Bonds to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account, if as a result of the application of Article X of the Master Indenture, the proceeds received from lands sold subject to the Series 2019 Special Assessments and applied to redeem a portion of the Series 2019 Bonds is less than the principal amount of Series 2019 Bonds indebtedness attributable to such lands. (g) Pursuant to Section 6.06 of the Master Indenture, the Trustee shall establish a separate Series Bond Redemption Account within the Bond Redemption Fund designated as the “Series 2019 Bond Redemption Account” and within such Account, a “Series 2019 General Redemption Subaccount,” a “Series 2019 Optional Redemption Subaccount,” and a “Series 2019 Prepayment Subaccount.” Except as otherwise provided in this First Supplemental Indenture regarding Prepayments or in connection with the optional redemption of the Series 2019 Bonds, moneys to be deposited into the Series 2019 Bond Redemption Account as provided in Section 6.06 of the Master Indenture, shall be deposited to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. (h) Moneys that are deposited into the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account (including all earnings on investments 18 held therein) shall be used to call Series 2019 Bonds for the extraordinary mandatory redemption in whole, pursuant to Section 3.01(b)(ii) hereof or in part pursuant to Section 3.01(b)(iii) hereof. (i) Moneys in the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account (including all earnings on investments held in such Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account) shall be accumulated therein to be used to call for redemption pursuant to Section 3.01(b)(i) hereof an amount of Series 2019 Bonds equal to the amount of money transferred to the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account for the purpose of such extraordinary mandatory redemption on the dates and at the price provided in such Section 3.01(b)(i) hereof. (j) The Issuer hereby directs the Trustee to establish a Series 2019 Rebate Fund designated as the “Series 2019 Rebate Fund.” Moneys shall be deposited into the Series 2019 Rebate Fund, as provided in the Arbitrage Certificate and applied for the purposes provided therein. (k) Any moneys on deposit in the Series 2019 Optional Redemption Subaccount shall be used to optionally redeem all or a portion of the Series 2019 Bonds pursuant to Section 3.01(a) hereof. SECTION 4.02. Series 2019 Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2019 Revenue Account to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority: FIRST, upon receipt but no later than the Business Day next preceding each June 15 commencing June 15, 2019, to the Series 2019 Interest Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the interest on the Series 2019 Bonds becoming due on the next succeeding June 15, less any amounts on deposit in the Series 2019 Capitalized Interest Account and the Series 2019 Interest Account not previously credited; SECOND, upon receipt but no later than the Business Day next preceding each December 15 commencing December 15, 2019, to the Series 2019 Interest Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the interest on the Series 2019 Bonds becoming due on the next succeeding December 15, less any amount on deposit in the Series 2019 Capitalized Interest Account or the Series 2019 Interest Account not previously credited; THIRD, no later than the Business Day next preceding each December 15, commencing December 15, 20___, to the Series 2019 Sinking Fund Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account equal to the principal amount of Series 2019 Bonds subject to sinking fund redemption on such December 15, less any amount on deposit in the Series 2019 Sinking Fund Account not previously credited; FOURTH, no later than the Business Day next preceding the December 15, which is the principal payment date for any Series 2019 Bonds, to the Series 2019 Principal Account of the Debt Service Fund, an amount from the Series 2019 Revenue Account 19 equal to the principal amount of Series 2019 Bonds Outstanding maturing on such December 15, less any amounts on deposit in the Series 2019 Principal Account not previously credited; FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Series 2019 Bonds remain Outstanding, to the Series 2019 Reserve Account, an amount from the Series 2019 Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Reserve Requirement for the Series 2019 Bonds; and SIXTH, notwithstanding the foregoing, at any time the Series 2019 Bonds are subject to redemption on a date which is not a June 15 or December 15 Interest Payment Date, the Trustee shall be authorized to transfer from the Series 2019 Revenue Account to the Series 2019 Interest Account, the amount necessary to pay interest on the Series 2019 Bonds subject to redemption on such date; and SEVENTH, subject to the foregoing paragraphs, the balance of any moneys remaining after making the foregoing deposits shall be first deposited into the Series 2019 Costs of Issuance Account to cover any deficiencies in the amount allocated to pay the cost of issuing the Series 2019 Bonds and next, any balance in the Series 2019 Revenue Account shall remain on deposit in such Series 2019 Revenue Account, unless pursuant to the Arbitrage Certificate, it is necessary to make a deposit into the Series 2019 Rebate Fund , in which case, the Issuer shall direct the Trustee to make such deposit thereto. Notwithstanding that the Issuer has funded the Series 2019 Capitalized Interest Account to pay interest on the Series 2019 Bonds through at least ______15, 2019, moneys on deposit in the Series 2019 Capitalized Interest Account, including all investment earnings thereon, shall remain on deposit in such Account and be used by the Trustee to pay interest on the Series 2019 Bonds on any subsequent Interest Payment Date if moneys remain after ______15, 2019. When such Account has been depleted of all funds, the Trustee shall be authorized to close such Account. SECTION 4.03. Power to Issue Series 2019 Bonds and Create Lien. The Issuer is duly authorized under the Act and all applicable laws of the State to issue the Series 2019 Bonds, to execute and deliver the Indenture and to pledge the Series 2019 Pledged Revenues for the benefit of the Series 2019 Bonds to the extent set forth herein. The Series 2019 Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Series 2019 Bonds, except the lien created by the Series 2019-2 Special Assessments and as otherwise permitted under the Master Indenture. The Series 2019 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 Owners of the Series 2019 Bonds under the Indenture against all claims and demands of all persons whomsoever. SECTION 4.04. 2019 Project to Conform to Consulting Engineers Report. Upon the issuance of the Series 2019 Bonds, the Issuer will promptly proceed to construct or acquire 20 the 2019 Project, as described in Exhibit A hereto and in the Consulting Engineer’s Report relating thereto, all pursuant to the terms and provisions of the Acquisition Agreement. SECTION 4.05. Prepayments; Removal of Series 2019 Special Assessment Liens. (a) At any time any owner of property subject to the Series 2019 Special Assessments may, at its option, or as a result of acceleration of the Series 2019 Special Assessments because of non-payment thereof, or as a result of true-up payment, shall require the Issuer to reduce or release and extinguish the lien upon its property by virtue of the levy of the Series 2019 Special Assessments, except as provided below, by paying or causing there to be paid, to the Issuer all or a portion of the Series 2019 Special Assessment, which shall constitute Series 2019 Prepayment Principal, plus accrued interest to the next succeeding Interest Payment Date (or the first succeeding Interest Payment Date if such Prepayment is made within 45 calendar days before an Interest Payment Date), attributable to the property subject to Series 2019 Special Assessment owned by such owner. (b) Upon receipt of Series 2019 Prepayment Principal as described in paragraph (a) above, subject to satisfaction of the conditions set forth therein, the Issuer shall immediately pay the amount so received to the Trustee and, in all cases, the Issuer shall take such action as is necessary to record in the official records of the District that the Series 2019 Special Assessment has been paid in whole or in part and that such Series 2019 Special Assessment lien is thereby reduced, or released and extinguished, as the case may be. [END OF ARTICLE IV] 21 ARTICLE V COVENANTS AND DESIGNATIONS OF THE ISSUER SECTION 5.01. Collection of Series 2019 Special Assessments. Pursuant to the terms and provisions of the Master Indenture, the Issuer shall collect the Series 2019 Special Assessments relating to the acquisition and construction of the 2019 Project through the Uniform Method of Collection (the “Uniform Method”) afforded by Chapter 197, Florida Statutes. Notwithstanding the terms and provisions of the Master Indenture to the contrary, the Issuer shall, pursuant to the provisions of the Assessment Resolutions, directly collect the Series 2019 Special Assessments levied in lieu of the Uniform Method with respect to any assessable lands which have not yet been platted or for platted lots that are owned by the Developer, unless the Trustee at the direction of the Majority Holders directs the Issuer otherwise or the timing for using the Uniform Method will not yet allow for using such method. In addition, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the Issuer covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2019 Special Assessments, and to levy the Series 2019 Special Assessments in such manner as will generate funds sufficient to pay debt service on the Series 2019 Bonds when due. All Series 2019 Special Assessments that are collected directly by the Issuer shall be due and payable by the landowner not later than thirty (30) days prior to each Interest Payment Date. Notwithstanding anything to the contrary herein or in the Master Indenture, in connection with the Issuer pursuing foreclosure proceedings with respect to any lot or parcel delinquent in the amount of any Series 2019 Special Assessments, it shall be entitled, with the written approval of the Majority Holders, to first recover from any foreclosure, before such proceeds are applied to the payment of principal or interest on the Series 2019 Bonds, all fees and costs expended in connection with such foreclosure, regardless of whether such fees and costs could be construed as Series 2019 Special Assessment or Series 2019 Pledged Revenues. Prior to any use of proceeds from the Series 2019 Bonds for foreclosure costs and expenses, the Issuer shall also obtain the written approval of the Majority Holders and shall also obtain an opinion of Bond Counsel addressed to the Issuer and the Trustee (which the Trustee may conclusively rely) to the effect that such use will not adversely affect the tax-exempt status of the Series 2019 Bonds. SECTION 5.02. Continuing Disclosure. Contemporaneously with the execution and delivery hereof, the Issuer has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The Issuer covenants and agrees to comply with the provisions of such Continuing Disclosure Agreement applicable to it; however, as set forth therein, failure to so comply shall not constitute and Event of Default hereunder, but shall instead be enforceable by mandamus or any other means of specific performance. SECTION 5.03. Investment of Funds and Accounts. The provisions of Section 7.02 of the Master Indenture shall apply to the investment and reinvestment of moneys in the Series 2019 Accounts and subaccounts therein created hereunder and Funds relating thereto. SECTION 5.04. Additional Obligations. The Issuer covenants not to issue any other Bonds or other debt obligations, other than the Series 2019 Bonds, secured by the Series 2019 Special Assessments. The Issuer further covenants not to issue any other Bonds or other 22 debt obligations secured by Special Assessments levied against any assessable lands within the District subject to the Series 2019 Special Assessments until the Series 2019 Special Assessments have been Substantially Absorbed. Such covenants of the Issuer will not prevent the Issuer from issuing refunding bonds or preclude the Issuer from imposing Special Assessments or other non–ad valorem assessments on any lands within the District in connection with capital projects that are necessary for health, safety or welfare reasons or to remediate any natural disaster. The Issuer and the Trustee may rely on a written certificate from the District Manager regarding the status of the aforementioned platting and residential units. “Substantially Absorbed” shall mean the date at least ___% of the principal portion of the Series 2019 Special Assessments have been assigned to residential units that have received certificates of occupancy. SECTION 5.05. Requisite Owners for Direction or Consent. Anything in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision which requires more than fifty percent (50%) of the Owners, shall in each case be deemed to refer to, and shall mean, the Majority Holders. SECTION 5.06. Acknowledgement Regarding Series 2019 Acquisition and Construction Account Moneys Following an Event of Default. In accordance with the provisions of the Indenture, upon the occurrence of an Event of Default with respect to the Series 2019 Bonds, the Series 2019 Bonds are payable solely from the Series 2019 Pledged Revenues and any other moneys held by the Trustee under the Indenture for such purpose. Anything in the Indenture to the contrary notwithstanding, the Issuer hereby acknowledges that, upon the occurrence of an Event of Default with respect to the Series 2019 Bonds, (i) the 2015 Pledged Revenues include, without limitation, all amounts on deposit in the Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund then held by the Trustee, (ii) the Series 2019 Pledged Revenues may not be used by the Issuer (whether to pay costs of the 2019 Project or otherwise) without the consent of the Majority Holders, and (iii) the Series 2019 Pledged Revenues may be used by the Trustee, at the direction or with the approval of the Majority Holders, to pay the reasonable costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The Issuer also acknowledges and agrees that upon an Event of Default the Trustee is authorized to exercise the Issuer’s right under the Collateral Assignment at the direction of the Majority Holders but without the consent or approval of the Issuer and the Issuer covenants not to enter into any contract regarding the construction and/or acquisition of the 2019 Project that will cause the expenditure of any additional funds constituting proceeds of the Series 2019 Bonds or any Series 2019 Pledged Revenues upon the occurrence of an Event of Default without the written direction of the Majority Holders. [END OF ARTICLE V] 23 ARTICLE VI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR SECTION 6.01. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created and agrees to perform such trusts upon the terms and conditions set forth in the Indenture. The Trustee agrees to act as Paying Agent and Registrar for the Series 2019 Bonds. SECTION 6.02. Trustee’s Duties. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the Issuer or for the recitals contained herein (except for the certificate of authentication on the Series 2019 Bonds), all of which are made solely by the Issuer. Except as otherwise expressly stated in this First Supplemental Indenture, nothing contained herein shall limit the rights, benefits, privileges, protection and entitlement inuring to the Trustee under the Master Indenture. [END OF ARTICLE VI] 24 ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.01. Interpretation of First Supplemental Indenture. This First Supplemental Indenture amends and supplements the Master Indenture with respect to the Series 2019 Bonds, and all of the provisions of the Master Indenture, to the extent not inconsistent herewith, are incorporated in this First Supplemental Indenture by reference. To the maximum extent possible, the Master Indenture and the First Supplemental Indenture shall be read and construed as one document. SECTION 7.02. Amendments. Any amendments to this First Supplemental Indenture shall be made pursuant to the provisions for amendment contained in the Master Indenture. SECTION 7.03. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument. SECTION 7.04. Appendices and Exhibits. Any and all schedules, appendices or exhibits referred to in and attached to this First Supplemental Indenture are hereby incorporated herein and made a part of this First Supplemental Indenture for all purposes. SECTION 7.05. Payment Dates. In any case in which an Interest Payment Date or the maturity date of the Series 2019 Bonds or the date fixed for the redemption of any Series 2019 Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day. SECTION 7.06. No Rights Conferred on Others. Nothing herein contained shall confer any right upon any Person other than the parties hereto and the Holders of the Series 2019 Bonds. SECTION 7.07. Brokerage Confirmations. The Issuer acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder. SECTION 7.08. 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, 25 identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. [Remainder of page intentionally left blank.] 26 IN WITNESS WHEREOF, WildBlue Community Development District has caused this First Supplemental Trust Indenture to be executed by the Chairperson or Vice Chairperson of its Board of Supervisors and its corporate seal to be hereunto affixed and attested by the Secretary or any Assistant Secretary of its Board of Supervisors and U.S. Bank National Association has caused this First Supplemental Trust Indenture to be executed by one of its authorized signatories, all as of the day and year first above written. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT [SEAL] Attest: By: Name: Title: Chairperson/Vice Chairperson Board of Supervisors By: Name: Title: Secretary/Assistant Secretary Board of Supervisors U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Registrar By: Name: Title: Vice President 27 STATE OF FLORIDA ) ) SS: COUNTY OF LEE ) On this ____ day of ______, 2019, before me, a notary public in and for the State and County aforesaid, personally appeared ______and ______, Chairperson/Vice Chairperson and Secretary/Assistant Secretary, respectively, of WildBlue Community Development District (the “Issuer”), who acknowledged that they did so sign the foregoing instrument as such officers, respectively, for and on behalf of said Issuer; that the same is their free act and deed as such officers, respectively, and the free act and deed of said Issuer; and that the seal affixed to said instrument is the seal of said Issuer; that they respectively appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Issuer, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 28 STATE OF FLORIDA ) ) SS: COUNTY OF DUVAL ) On this ____ day of December, 2018, before me, a notary public in and for the State and County aforesaid, personally appeared ______, a Vice President of U.S. Bank National Association, as trustee (the “Trustee”), who acknowledged that he/she did so sign said instrument as such officer for and on behalf of the Trustee; that the same is his/her free act and deed as such officer and the free act and deed of the Trustee; that he/she appeared before me on this day in person and acknowledged that he/she, being thereunto duly authorized, signed, for the uses and purposes therein set forth. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public, Print, Stamp or Type as Commissioned) Personally known to me, or Produced identification: (Type of Identification Produced) 29 EXHIBIT A DESCRIPTION OF 2019 PROJECT The 2019 Project includes, but is not limited to, the following improvements: Stormwater management and control facilities, including, but not limited to, related earthwork; Water and wastewater systems; Onsite and offsite roadway improvements; Environmental restoration and mitigation; and All related soft and incidental costs. All as described in more detail in the Master Engineer’s Report for WildBlue Community Development District dated [December 20], 2018, as supplemented from time to time. A-1 EXHIBIT B [FORM OF SERIES 2019 BOND] R-1 $______UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF LEE WILDBLUE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2019 Interest Rate Maturity Date Date of Original Issuance CUSIP ______% ______, 2019 Registered Owner:------Cede & Co.------ Principal Amount:-- KNOW ALL PERSONS BY THESE PRESENTS that the WildBlue 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 (except while the herein defined Series 2019 Bonds are in book-entry only form) at final maturity or final payment of the Series 2019 Bonds, at the designated corporate trust office of U.S. Bank National Association, as paying agent (said U.S. Bank National Association and any 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), said principal payable on the Maturity Date stated above. Principal of this Bond is payable at the designated corporate trust office of U.S. Bank National Association, located in Fort Lauderdale, Florida, in lawful money of the United States of America. Interest on this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each June 15 and December 15, commencing June 15, 2019 to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by U.S. Bank National Association, as registrar (said U.S. Bank National Association and any successor registrar being herein called the “Registrar”) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the “Record 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 June 15 or December 15 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to June 15, 2019, in which case from the date of initial delivery, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner B-1 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 U.S. Bank National Association, as trustee (said U.S. Bank National Association and any successor trustee being herein called the “Trustee”), 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). Any capitalized term used in this Bond and not otherwise defined shall have the meaning ascribed to such term in the Indenture. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE SERIES 2019 PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, LEE COUNTY, FLORIDA (THE “COUNTY”), THE STATE OF FLORIDA (THE “STATE”), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019 SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee of the certificate of authentication endorsed hereon. This Bond is one of an authorized issue of Bonds of the WildBlue Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980), as amended (the “Act”) and Ordinance No. 2017-17 of the Board of County Commissioners of Lee County, Florida enacted on November 7, 2017 and becoming effective on November 18, 2017, designated as “WildBlue Community Development District Special Assessment Bonds, Series 2019” (the “Bonds”), in the aggregate principal amount of ______MILLION ______THOUSAND AND 00/100 DOLLARS ($______) of like date, tenor and effect, except as to number, denomination, interest rate and maturity date. The Series 2019 Bonds are being issued under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay the costs of constructing and/or acquiring a portion of the 2019 Project (as defined in the herein referred to Indenture). The Series 2019 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 ______, 2019 (the “Master Indenture”), as supplemented by a First Supplemental Trust Indenture dated as of ______1, 2019 (the “First 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 Fort Lauderdale, Florida. B-2 Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Series 2019 Bonds issued under the Indenture, the operation and application of the Debt Service Fund, the Series 2019 Reserve Account within the Debt Service Reserve Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of and the interest on the Series 2019 Bonds, the levy and the evidencing and certifying for collection, of the Series 2019 Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Series 2019 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 the Series 2019 Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Holders of the Series 2019 Bonds outstanding, and as to other rights and remedies of the registered owners of the Series 2019 Bonds. The owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. It is expressly agreed by the owner of this Bond that such owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the County, the State or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the County, the State or any other political subdivision thereof, for the payment of the principal of and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for the Series 2019 Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture. By the acceptance of this Bond, the owner hereof assents to all the provisions of the Indenture. This Bond is payable from and secured by Series 2019 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 Series 2019 Special Assessments to secure and pay the Bonds. The Series 2019 Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Series 2019 Bonds shall be made on the dates specified below. Upon any redemption of Series 2019 Bonds other than in accordance with scheduled mandatory sinking fund redemption, the Issuer shall cause to be recalculated and delivered to the Trustee revised mandatory sinking fund redemption amounts recalculated so as to amortize the Outstanding principal amount of Series 2019 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2019 Bonds. The mandatory sinking fund redemption amounts as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019 Bonds in any year. In the event of a redemption or purchase occurring less than 45 days prior to a date on which a mandatory sinking fund redemption payment is due, the foregoing B-3 recalculation shall not be made to the mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to the mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years. Optional Redemption The Series 2019 Bonds are subject to redemption prior to maturity at the option of the Issuer, as a whole or in part, at any time, on or after December 15, 20__ (less than all Series 2019 Bonds of a maturity to be selected by lot), at a Redemption Price equal to the principal amount of the Series 2019 Bonds to be redeemed, plus accrued interest from the most recent Interest Payment Date to the redemption date. Mandatory Sinking Fund Redemption The Series 2019 Bonds maturing on December 15, 20___ are subject to mandatory sinking fund redemption on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2019 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20___ are subject to mandatory sinking fund redemption on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2019 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture. B-4 Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20___ are subject to mandatory sinking fund redemption on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2019 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture. Mandatory Sinking Fund Year Redemption Amount ______*Maturity The Series 2019 Bonds maturing on December 15, 20___ are subject to mandatory sinking fund redemption on December 15 in the years and in the mandatory sinking fund redemption amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Series 2019 Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth herein or purchased and cancelled pursuant to the provisions of the Indenture. Mandatory Sinking Fund Year Redemption Amount B-5 Mandatory Sinking Fund Year Redemption Amount ______*Maturity Extraordinary Mandatory Redemption in Whole or in Part The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole or in part on any date (other than in the case of clause (i) below which extraordinary mandatory redemption in part must occur on a Quarterly Redemption Date), at 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 Series 2019 Prepayment Principal deposited into the Series 2019 Prepayment Subaccount of the Series 2019 Bond Redemption Account following the payment in whole or in part of Series 2019 Special Assessments on any assessable lands within the District in accordance with the provisions of Section 4.05(a) of the First Supplemental Indenture. (ii) from moneys, if any, on deposit in the Series 2019 Funds, Accounts and Subaccounts in the Funds and Accounts (other than the Series 2019 Rebate Fund and the Series 2019 Acquisition and Construction Account) sufficient to pay and redeem all Outstanding Series 2019 Bonds and accrued interest thereon to the redemption date or dates in addition to all amounts owed to Persons under the Indenture. (iii) upon the Completion Date, from any funds remaining on deposit in the Series 2019 Acquisition and Construction Account not otherwise reserved to complete the 2019 Project and which have been transferred to the Series 2019 General Redemption Subaccount of the Series 2019 Bond Redemption Account. Except as otherwise provided in the Indenture, if less than all of the Series 2019 Bonds subject to redemption shall be called for redemption, the particular such Bonds or portions of such Series 2019 Bonds to be redeemed shall be selected by lot by the Trustee, as provided in the Indenture. Notice of each redemption of the Series 2019 Bonds is required to be mailed by the Trustee by first class mail, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date to each Registered Owner of the Series 2019 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Registrar. On the date designated for redemption, notice having been given and money for B-6 the payment of the Redemption Price being held by the Trustee or the Paying Agent, all as provided in the Indenture, the Series 2019 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2019 Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2019 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2019 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Trustee or the Paying Agent. Further notice of redemption shall be given by the Trustee to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Notwithstanding the foregoing, the Trustee is authorized to give conditional notice of redemption as provided in the Master Indenture. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. Modifications or alterations of the Indenture or of any indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Indenture. Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Series 2019 Bond which remain unclaimed for three (3) years after the date when such Bond has become due and payable, either at its stated maturity date or by call for earlier redemption shall be paid to the Issuer, thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys. If the Issuer deposits or causes to be deposited with the Trustee funds or Defeasance Securities sufficient to pay the principal or Redemption Price of any the Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such Bonds as to the trust estate with respect to the Bonds shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture. This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. The Issuer shall keep books for the registration of the Series 2019 Bonds at the designated corporate trust office of the Registrar in Fort Lauderdale, Florida. Subject to the restrictions contained in the Indenture, the Series 2019 Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner B-7 or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Series 2019 Bonds is exercised, the Issuer shall execute and the Trustee shall authenticate and deliver a new Series 2019 Bond or Series 2019 Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Series 2019 Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2019 Bonds. The Issuer, the Trustee, the Paying Agent and the Registrar shall deem and treat the person in whose name any Series 2019 Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Series 2019 Bond shall be overdue) for the purpose of receiving payment of or on account of the principal of and interest on such Series 2019 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 Series 2019 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 connection with 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 Series 2019 Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions. B-8 IN WITNESS WHEREOF, WildBlue Community Development District has caused this Bond to be signed by the facsimile signature of the Chairperson or Vice Chairperson of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary or an Assistant Secretary of its Board of Supervisors, all as of the date hereof. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT By: Chairperson/Vice Chairperson Board of Supervisors (SEAL) Attest: By: Secretary/Assistant Secretary Board of Supervisors B-9 CERTIFICATE OF AUTHENTICATION This Bond is one of the Series 2019 Bonds delivered pursuant to the within mentioned Indenture. Date of Authentication: ______ U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President B-10 STATEMENT OF VALIDATION This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Twentieth Judicial Circuit of Florida, in and for Charlotte, Collier, Glades, Hendry and Lee Counties, Florida, rendered on the 2nd day of April, 2018. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT By: Chairperson/Vice Chairperson Board of Supervisors (SEAL) Attest: By:______Secretary/Assistant Secretary Board of Supervisors B-11 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. B-12 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 NOTICE: The signature to this assignment by a member firm of the New York Stock must correspond with the name of the Exchange or a commercial bank or trust registered owner as it appears upon the face company of the within Bond in every particular, without alteration or enlargement or any change whatsoever. Please insert social security or other identifying number of Assignee. B-13 EXHIBIT C FORMS OF REQUISITIONS WILDBLUE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2019 (Acquisition and Construction) The undersigned, a Responsible Officer of the WildBlue Community Development District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank National Association, as trustee (the “Trustee”), dated as of ______, 2019, as supplemented by that certain First Supplemental Trust Indenture dated as of ______1, 2019 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (A) Requisition Number: (B) Identify Acquisition Agreement, if applicable; (C) Name of Payee pursuant to Acquisition Agreement: (D) Amount Payable: (E) Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments): (F) Fund or Account and subaccount, if any, from which disbursement to be made: Series 2019 Acquisition and Construction Account of the Acquisition and Construction Fund. The undersigned hereby certifies that: 1. obligations in the stated amount set forth above have been incurred by the District, 2. each disbursement set forth above is a proper charge against the Series 2019 Acquisition and Construction Account; 3. each disbursement set forth above was incurred in connection with the Cost of the 2019 Project; and 4. Each disbursement represents a cost of the 2019 Project which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive C-1 payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. Copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested are on file with the District. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer Date:______ CONSULTING ENGINEER’S APPROVAL The undersigned Consulting Engineer hereby certifies that this disbursement is for the Cost of the 2019 Project and is consistent with: (i) the Acquisition Agreement; and (ii) the report of the Consulting Engineer, as such report shall have been amended or modified. Consulting Engineer C-2 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2019 (Costs of Issuance) The undersigned, a Responsible Officer of the WildBlue Community Development District (the “District”) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank National Association, as trustee (the “Trustee”), dated as of ______, 2019, as supplemented by that certain First Supplemental Trust Indenture dated as of ______1, 2019 (collectively, the “Indenture”) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture): (A) Requisition Number: (B) Amount Payable: (C) Purpose for which paid or incurred: Costs of Issuance (D) Fund or Account and subaccount, if any, from which disbursement to be made: Series 2019 Costs of Issuance Account of the Acquisition and Construction Fund The undersigned hereby certifies that: 1. this requisition is for Costs of Issuance payable from the Series 2019 Costs of Issuance Account that have not previously been paid; 2. each disbursement set forth above is a proper charge against the Series 2019 Costs of Issuance Account; 3. each disbursement set forth above was incurred in connection with the issuance of the Series 2019 Bonds; and 4. each disbursement represents a cost of issuance which has not previously been paid. The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof. The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain. C-3 Attached hereto are copies of the invoice(s) from the vendor of the services rendered with respect to which disbursement is hereby requested. WILDBLUE COMMUNITY DEVELOPMENT DISTRICT By: Responsible Officer Date: ______ C-4 EXHIBIT D FORM OF INVESTOR LETTER [Date] WildBlue Community Development District c/o Wrathell, Hunt & Associates, LLC 2300 Glades Road, Suite 410W Boca Raton, Florida 33431 Attention: Craig Wrathell FMSbonds, Inc. 20660 W. Dixie Highway North Miami Beach, FL 33180 Re: $______WildBlue Community Development District Special Assessment Bonds, Series 2019 Ladies and Gentlemen: The undersigned is authorized to sign this letter [on behalf of Name of Non-Individual Investor], as the beneficial owner (the “Investor”) of $______of the above-referenced Bonds [state maturing on December 15, ______, bearing interest at the rate of ___% per annum and CUSIP #] (herein, the “Investor Bonds”). The undersigned acknowledges that the Bonds were issued for the purpose of providing a portion of the funds necessary to finance the acquisition and construction of certain public infrastructure described in the herein defined Offering Document (the “Issuer”). The undersigned further acknowledges that the Bonds, which include the Investor Bonds, are secured under that certain Master Trust Indenture, dated as of ______, 2019 (the “Master Indenture”) and a First Supplemental Trust Indenture dated as of ______1, 2019 (“First Supplement” and, collectively with the Master Indenture, the “Indenture”), between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), which creates a security interest in the trust estate described therein (the “Security”) for the benefit of the Owners of the Bonds. In connection with the purchase of the Investor Bonds by the Investor, the Investor hereby makes the following representations upon which you may rely: 1. The Investor has authority to purchase the Investor Bonds and to execute this letter, any other instruments and documents required to be executed by the Investor in connection with the purchase of the Investor Bonds. 2. The Investor is an “accredited investor” as described in Rule 501(a)(1), (2), (3), (6) or (7) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and therefore, has sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations including those which are not rated or credit-enhanced, to be able to evaluate the risks and merits of the investment represented by the Bonds. Please check the appropriate box below to indicate the type of accredited investor: D-1 a bank, insurance company, registered investment company, business development company, or small business investment company; an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; a charitable organization, corporation, or partnership with assets exceeding $5 million; a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or 3. The Investor Bonds are being acquired by the Investor for investment and not with a present view to, or for resale in connection with, any distribution of the Bonds. 4. The Investor understands that the Bonds are not registered under the Securities Act and that such registration is not legally required as of the date hereof; and further understands that the Bonds (a) are not being registered or otherwise qualified for sale under the “Blue Sky” laws and regulations of any state, (b) will not be listed in any stock or other securities exchange, (c) will not carry a rating from any rating service and (d) will be delivered in a form which is not readily marketable. 5. The Investor understands that (a) the Bonds are not secured by any pledge of any moneys received or to be received from any taxation by the Issuer, State of Florida or any political subdivision thereof, (b) the Bonds do not and will not represent or constitute a general obligation or a pledge of the faith and credit of the Issuer, the State of Florida or any political subdivision thereof; and (c) the liability of the Issuer with respect to the Bonds is limited to the Security as set forth in the Indenture. 6. The Investor has been supplied with an (electronic) copy of the Preliminary Limited Offering Memorandum dated ______, 2019 of the Issuer and relating to the Bonds (the “Offering Document”) and has reviewed the Offering Document and represents that such Offering Document has provided full and meaningful disclosure in order to make an informed decision to invest in the Investor Bonds. D-2 Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Indenture. Very truly yours, [Name], [Type of Entity] By: Name: Title: Date: Or [Name], an Individual ORL 299885223v3/176957.010100 D-3 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 7 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT FINANCIAL STATEMENTS UNAUDITED DECEMBER 31, 2018 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT BALANCE SHEET GOVERNMENTAL FUNDS DECEMBER 31, 2018 Debt Capital Total General Service Projects Governmental Fund Fund Fund Funds ASSETS Cash $ 5,771 $ - $ - $ 5,771 Due from Landowner 11,603 - - 11,603 Total assets $ 17,374 $ - $ - $ 17,374 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable $ 11,375 $ - $ - $ 11,375 Due to Developer - 25,358 430 25,788 Landowner advance 6,000 - - 6,000 Total liabilities 17,375 25,358 430 43,163 DEFERRED INFLOWS OF RESOURCES Deferred receipts 11,603 - - 11,603 Total deferred inflows of resources 11,603 - - 11,603 Fund balances: Debt service - (25,358) - (25,358) Capital projects - - (430) (430) Unassigned (11,604) - - (11,604) Total fund balances (11,604) (25,358) (430) (37,392) Total liabilities, deferred inflows of resources and fund balances $ 17,374 $ - $ - $ 17,374 1 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES FOR THE PERIOD ENDED DECEMBER 31, 2018 Current Year to % of Month Date Budget Budget REVENUES Landowner contribution $ 10,167 $ 10,167 $ 95,275 11% Total revenues 10,167 10,167 95,275 11% EXPENDITURES Professional & administrative Management/accounting/recording 4,000 12,000 48,000 25% Legal 72 72 20,000 0% Boundary amendment 387 387 - N/A Engineering 1,955 2,792 4,000 70% Audit** - - 5,500 0% Arbitrage rebate calculation** - - 750 0% Dissemination agent* - - 1,000 0% Trustee* - - 6,500 0% Telephone 16 50 200 25% Postage - - 500 0% Printing & binding 42 125 500 25% Legal advertising 209 480 1,200 40% Annual special district fee - 175 175 100% Insurance - 5,000 5,500 91% Contingencies/bank charges 30 79 500 16% Website maintenance Hosting 635 635 650 98% ADA compliance - - 300 0% Total professional & administrative 7,346 21,795 95,275 23% Excess/(deficiency) of revenues over/(under) expenditures 2,821 (11,628) - Fund balances - beginning (14,425) 24 - Fund balances - ending $ (11,604) $ (11,604) $ - * These items will be realized when bonds are issued ** These items will be realized the year after the issuance of bonds. 2 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES DEBT SERVICE FUND FOR THE PERIOD ENDED DECEMBER 31, 2018 Current Year To Month Date REVENUES $ - $ - Total revenues - - EXPENDITURES Debt service - - Total debt service - - Excess/(deficiency) of revenues over/(under) expenditures - - Fund balances - beginning (25,358) (25,358) Fund balances - ending $ (25,358) $ (25,358) 3 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES CAPITAL PROJECTS FUND FOR THE PERIOD ENDED DECEMBER 31, 2018 Current Year To Month Date REVENUES $ - $ - Total revenues - - EXPENDITURES - - Total expenditures - - Excess/(deficiency) of revenues over/(under) expenditures - - Fund balances - beginning (430) (430) Fund balances - ending $ (430) $ (430) 4 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 8 DRAFT 1 MINUTES OF MEETING 2 WILDBLUE 3 COMMUNITY DEVELOPMENT DISTRICT 4 5 The Board of Supervisors of the WildBlue Community Development District held a 6 Regular Meeting on Thursday, December 6, 2018 at 10:00 a.m., at Barraco and Associates, 3271 7 McGregor Boulevard, Suite 100, Fort Myers, Florida 33901. 8 9 Present at the meeting were: 10 11 Russell Smith Chair 12 Christopher Hasty Vice Chair 13 Barry Ernst Assistant Secretary 14 Chris Johnson Assistant Secretary 15 16 17 Also present were: 18 19 Craig Wrathell District Manager 20 Cindy Cerbone Wrathell, Hunt and Associates, LLC 21 Christine Cardelle Wrathell, Hunt and Associates, LLC 22 Jonathan Johnson District Counsel 23 Carl Barraco District Engineer 24 Wes Kayne Barraco and Associates, Inc. 25 Lauren Colarusso Barraco and Associates, Inc. 26 27 28 FIRST ORDER OF BUSINESS Call to Order/Roll Call 29 30 Mr. Wrathell called the meeting to order at 10:00 a.m. Supervisors Smith, Johnson, 31 Hasty and Ernst were present, in person. Supervisor Caldwell was not present. 32 33 SECOND ORDER OF BUSINESS Public Comments 34 35 There being no public comments, the next item followed. 36 37 THIRD ORDER OF BUSINESS Consideration of Amended Engineer’s 38 Report 39 40 Mr. Barraco distributed and presented the Amended Engineer’s Report, dated 41 December 5, 2018. He reported the following: 1 WILDBLUE CDD DRAFT December 6, 2018 42 The Board approved the draft of this report on January 25, 2018. That Report contained 43 some revisions and additions, including information about the proposed boundary amendment, 44 which is added to Recreational, addresses the change in the Board of Supervisors and notes 45 that the District now has multiple homeowners and Developers. 46 Paragraph 1, on Page 2: Discusses an administrative amendment to the zoning. He 47 noted that there will be ongoing minor administrative amendments to the zoning but it will not 48 be necessary to update the Report because those are normal in the course of business. 49 Exhibit 1A, on Page 3: Reflects the current boundaries of the District, as the boundary 50 amendment is not completed yet. 51 Mr. Smith asked for the status of the boundary amendment. Mr. Jonathan Johnson 52 stated that he was close to receiving the final document. The County requested an official 53 resolution of the Board, which will be presented later in the meeting. 54 Exhibit 1B, on Page 4: Reflects the boundaries after the boundary amendment. 55 Exhibit 2A, on Page 7: Contains a future land use map based on the current boundaries. 56 Exhibit 2B, on Page 8: Contains a future land use map based on the boundary 57 amendment. 58 Section 1.3, on Page 5: Discusses the boundary amendment, the current acreage in the 59 District, adding two recreation lakes and removing the commercial parcel. Table 1 is the 60 Projected Land Use Table, which is broken down for the entire development, the draft District 61 per the original Engineer’s Report and the projected revised District, based upon the boundary 62 amendment. 63 Mr. Smith asked if all the costs in the Report are the maximum that could possibly be 64 requisitioned. Mr. Barraco thought so. Mr. Smith asked if less than the maximum amount 65 could be requisitioned. Mr. Jonathan Johnson replied affirmatively. Mr. Barraco stated that 66 the Developer has the flexibility to privately fund infrastructure, if desired, or fund it through 67 the District. 68 Section 1.3, Third Paragraph, on Page 6: Describes that there are multiple owners and 69 developers, which is a significant change from draft Engineer’s Report. 70 Page 6, Table 2: Breaks down the area, product mix, number of lots and phases for each 71 of the four owners. 72 Fourth Paragraph, Page 6: Identifies the current Board Members. 2 WILDBLUE CDD DRAFT December 6, 2018 73 Section 3.2, on Page 12: Provides an update describing the change in the Environmental 74 Resource Permit. In the original Report, recreation lakes were potentially taken out of the 75 water management system but they are now included. Those lakes will provide overflow 76 attenuation. 77 Part V, on Page 16: Contains the conclusion; the conclusion was essentially the same 78 with some updates to acreages and other numbers. 79 Appendix: Contains exhibits that reflect ownership. The following change would be 80 made to the map legends: 81 Change “Area to be Transferred” to “Area of Ownership” 82 Mr. Smith noted that the Engineer’s Report lists the on-site roadways as public and 83 being owned and financed by the CDD and asked if the roads must be public, even if they are 84 not funded with CDD funds. Mr. Jonathan Johnson stated that then they would not need to be 85 public. Mr. Barraco stated that the Engineer’s Report specifies that the only roadways within 86 the District that would be public are roadways from the off-site public roads up to the 87 guardhouse. Mr. Barraco stated if they wanted to fund the internal roadways, this Engineer’s 88 Report does not allow for that; it only allows for on-site public roadways. Mr. Wrathell stated 89 that, even if the CDD funded the roads, it could still have a gate. Mr. Jonathan Johnson stated 90 that the CDD could have a “soft” gate, meaning if someone wants in, they must be allowed in. 91 Mr. Smith stated that would require an amendment to the Engineer’s Report, as the Engineer’s 92 Report does not consider on-site roads, past the gate, as being CDD roads. Mr. Johnson stated 93 that, if a gate is not in the Engineer’s Report, the Developers could possibly fund it and convey 94 it to the District. 95 Mr. Wrathell stated that there would be ample opportunity to make further revisions to 96 the Engineer’s Report leading up to the assessment public hearing. 97 98 On MOTION by Mr. Smith and seconded by Mr. Chris Johnson, with all in favor, 99 the Amended Engineer’s Report, in substantial form, was approved. 100 101 102 FOURTH ORDER OF BUSINESS Consideration of Master Special 103 Assessment Methodology Report 104 3 WILDBLUE CDD DRAFT December 6, 2018 105 Mr. Wrathell presented the Master Special Assessment Methodology Report and noted 106 the following: 107 Page 2, Section 2.1: The acreage numbers would be modified to be consistent with the 108 Engineer’s Report. The section reflects the addition of the new acreage, as well as netting out 109 the commercial acreage. This Methodology does not deal with the commercial properties in 110 the District in what is contemplated to be assessed. 111 Page 2, Section 2.2: Describes that the 673 residential units are the focus. 112 Page 3, Section 3.2: Describes the larger Capital Improvement Plan (CIP) that is outlined 113 by the Engineer’s Report for the $34,790,000. 114 Page 3, Section 4.0: Discusses the financial modeling assuming that 100% of the 115 improvements would be funded. The total par amount of bonds would be $46,760,000; 116 however, the amount funded would likely be less. 117 Mr. Smith asked if the total amount validated was $46,760,000. Mr. Jonathan Johnson 118 thought it was a higher amount. 119 Pages 3 and 4, Section 4.2: Discusses the types of bonds proposed; conservative 120 assumptions were made, including a 24-month capitalized interest period, interest rate, etc. 121 The purpose of the Methodology is to create maximum flexibility, recognizing that there is an 122 opportunity for changes in market conditions, product mixes, number of units, etc. 123 Page 6, Section 5.4: Discusses the lienability test, in the context that the property 124 owners will receive special and peculiar benefits related to the CIP and, thus the District can 125 issue the bonds and utilize non ad-valorem assessments to repay the bond debt. 126 Page 7, Section 5.5: Discusses the lienability test, in the context that there is a fair and 127 reasonable apportionment of the assessments. 128 Page 7, Section 5.6: Discusses the true-up mechanism to account for lost debt-carrying 129 capacity, should the number of assessable units change. 130 Page 10, Table 1: Reflects the product types and number of units for each. 131 Page 10, Table 2: Reflects the improvement types and corresponding cost. 132 Page 11, Table 3: Reflects the sources and uses of the bond funds, contemplating 133 funding up to 100% of the improvements with bond funds. In reality, the District would likely 134 issue a lower amount of bonds than set forth in Table 3. The District would likely issue one 135 series of bonds but has the ability to issue multiple series. 4 WILDBLUE CDD DRAFT December 6, 2018 136 Page 12, Table 4: Reflects the benefit allocation for each product type. 137 Page 12, Table 5: Reflects the bond assessment apportionment for each product type 138 and includes the maximum par amount of bonds that would be levied and the maximum annual 139 debt assessment per product type. 140 Page 6, Section 5.3: This section would be updated to reflect the existing boundaries of 141 the District, less the commercial acreage. 142 Mr. Smith stated that the actual amount of bonds issued would not be $46,760,000; it 143 would likely be an amount substantially less. 144 If any changes were anticipated that would lower the debt-carrying capacity, it should 145 be done as soon as possible, before issuing the bonds, to avoid a true-up. Mr. Smith surmised 146 that, once the bonds are issued, if the unit mix changes and results in lower debt-carrying 147 capacity for that property, it would trigger a true-up payment by the owner. 148 149 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, the 150 Master Special Assessment Methodology Report, in substantial form, was 151 approved. 152 153 154 A Board Member referred to Page 16, Table 4, in the Engineer’s Report, which describes 155 the financing entity as the CDD for all the capital improvements, and questioned if the 156 “Financing Entity” column should be changed from “WBCDD” to “WBCDD/Developer”, since the 157 Developers could fund improvements. Mr. Jonathan Johnson recommended leaving it WBCDD, 158 as that reflects the vast, most expansive case of the uses of the District and there is no problem 159 if it is less or funded privately. 160 Mr. Wrathell asked if there was the potential to have different true-up agreements with 161 each of the four Developers. Mr. Jonathan Johnson replied that it was possible for the true-up 162 agreement, collateral assignment agreement, permits, development rights; it would probably 163 make sense to have each entity treated separately. 164 In order to meet the public hearing notice advertising requirements, the next meeting 165 would be held on Thursday, January 24, 2019. 166 167 5 WILDBLUE CDD DRAFT December 6, 2018 168 FIFTH ORDER OF BUSINESS Consideration of Resolution 2019-01, 169 District Declaring Special Assessments; 170 Indicating the Location, Nature and 171 Estimated Cost of Those Infrastructure 172 Improvements Whose Cost Is To Be 173 Defrayed By the Special Assessments; 174 Providing the Portion of the Estimated Cost 175 of the Improvements To Be Defrayed By 176 the Special Assessments; Providing the 177 Manner In Which Such Special 178 Assessments Shall Be Made; Providing 179 When Such Special Assessments Shall Be 180 Paid; Designating Lands Upon Which the 181 Special Assessments Shall Be Levied; 182 Providing for an Assessment Plat; Adopting 183 a Preliminary Assessment Roll; Providing 184 for Publication of This Resolution 185 186 Mr. Wrathell presented the Resolution 2019-01 and read the title. 187 188 On MOTION by Mr. Ernst and seconded by Mr. Smith, with all in favor, 189 Resolution 2019-01, District Declaring Special Assessments; Indicating the 190 Location, Nature and Estimated Cost of Those Infrastructure Improvements 191 Whose Cost Is To Be Defrayed By the Special Assessments; Providing the 192 Portion of the Estimated Cost of the Improvements To Be Defrayed By the 193 Special Assessments; Providing the Manner In Which Such Special Assessments 194 Shall Be Made; Providing When Such Special Assessments Shall Be Paid; 195 Designating Lands Upon Which the Special Assessments Shall Be Levied; 196 Providing for an Assessment Plat; Adopting a Preliminary Assessment Roll; 197 Providing for Publication of This Resolution, was adopted. 198 199 200 SIXTH ORDER OF BUSINESS Consideration of Resolution 2019-02, 201 Setting a Public Hearing for the Purpose of 202 Hearing Public Comment on Imposing 203 Special Assessments on Certain Property 204 Within the District in Accordance With 205 Chapters 170, 190 and 197, Florida 206 Statutes 207 208 Mr. Wrathell presented Resolution 2019-02 and read the title. 209 210 6 WILDBLUE CDD DRAFT December 6, 2018 211 On MOTION by Mr. Smith and seconded by Mr. Johnson, with all in favor, 212 Resolution 2019-02, Setting a Public Hearing for Thursday, January 24, 2019 at 213 10:00 a.m., at Barraco and Associates, 2271 McGregor Boulevard, Suite 100, 214 Fort Myers, Florida 33901, for the Purpose of Hearing Public Comment on 215 Imposing Special Assessments on Certain Property Within the District in 216 Accordance With Chapters 170, 190 and 197, Florida Statutes, was adopted. 217 218 219 SEVENTH ORDER OF BUSINESS Consideration of Resolution 2019-03, 220 Designating a Date, Time, and Location of a 221 Public Hearing Regarding the District’s 222 Intent to Use the Uniform Method for the 223 Levy, Collection, and Enforcement of Non- 224 Ad Valorem Special Assessments as 225 Authorized by Section 197.3632, Florida 226 Statutes; Authorizing the Publication of the 227 Notice of Such Hearing; and Providing an 228 Effective Date 229 230 Mr. Wrathell presented Resolution 2019-03 and read the title. 231 232 On MOTION by Mr. Ernst and seconded by Mr. Hasty, with all in favor, 233 Resolution 2019-03, Designating a Date, Time, and Location of Thursday, 234 January 24, 2019 at 10:00 a.m., at Barraco and Associates, 2271 McGregor 235 Boulevard, Suite 100, Fort Myers, Florida 33901 for a Public Hearing Regarding 236 the District’s Intent to Use the Uniform Method for the Levy, Collection, and 237 Enforcement of Non-Ad Valorem Special Assessments as Authorized by Section 238 197.3632, Florida Statutes; Authorizing the Publication of the Notice of Such 239 Hearing; and Providing an Effective Date, was adopted. 240 241 242 EIGHTH ORDER OF BUSINESS Consideration of Resolution 2019-04, 243 Directing the Chair and District Staff to File 244 a Petition With Lee County, Florida, 245 Requesting the Passage of an Ordinance 246 Amending the District’s Boundaries, and 247 Authorizing Such Other Actions as Are 248 Necessary In Furtherance of the Boundary 249 Amendment Process; and Providing an 250 Effective Date 251 252 Mr. Jonathan Johnson presented Resolution 2019-04 and recommended approval. He 253 anticipated it would take three months to complete this process. 254 7 WILDBLUE CDD DRAFT December 6, 2018 255 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, 256 Consideration of Resolution 2019-04, Directing the Chair and District Staff to 257 File a Petition With Lee County, Florida, Requesting the Passage of an 258 Ordinance Amending the District’s Boundaries, and Authorizing Such Other 259 Actions as Are Necessary In Furtherance of the Boundary Amendment Process; 260 and Providing an Effective Date, was adopted. 261 262 263 NINTH ORDER OF BUSINESS Consideration of Bond Financing Team 264 Matters 265 266 A. Termination of Agreement for Underwriting Services with MBS Capital Markets, LLC. 267 Mr. Wrathell stated that the previous Landowner engaged MBS Capital Markets, LLC 268 (MBS) for Underwriting Services. Proposals were obtained and, if the Board wishes to engage 269 FMSbonds, Inc. (FMS) as the District’s Underwriter, it is necessary to first terminate the 270 Agreement with MBS. 271 272 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, 273 termination of the Agreement for Underwriting Services with MBS Capital 274 Markets, LLC., was approved. 275 276 277 Mr. Jonathan Johnson noted that termination of the Agreement requires written notice. 278 B. Agreement for Underwriter Services & G-17 Disclosure: FMSbonds, Inc. 279 Mr. Wrathell presented the Agreement for Underwriter Services and the G-17 280 Disclosure. The fees proposed were standard in the industry. 281 282 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, the 283 Agreement with FMSbonds, Inc., for Underwriter Services and G-17 Disclosure 284 was approved. 285 286 287 C. Ratify Engagement of Greenberg Traurig as Bond Counsel 288 Mr. Wrathell stated that Greenberg Traurig was technically already engaged. 289 290 On MOTION by Mr. Smith and seconded by Mr. Johnson, with all in favor, 291 engagement of Greenberg Traurig as Bond Counsel, was ratified. 292 8 WILDBLUE CDD DRAFT December 6, 2018 293 D. Consider Engagement of Greenberg Traurig as Disclosure Counsel 294 Mr. Wrathell stated that Greenberg Traurig, as Disclosure Counsel, would perform many 295 of the functions of Underwriter’s Counsel; thus, Underwriter’s Counsel would have a 296 diminished role in the bond issuance. This arrangement is not typical but Mr. Wrathell was 297 assured that the overall cost for the services would be slightly less, under this arrangement. 298 299 On MOTION by Mr. Smith and seconded by Mr. Hasty, with all in favor, 300 engagement of Greenberg Traurig as Disclosure Counsel, was approved. 301 302 303 TENTH ORDER OF BUSINESS Approval of Unaudited Financial 304 Statements as of October 31, 2018 305 306 Mr. Wrathell presented the Unaudited Financial Statements as of October 31, 2018. 307 308 On MOTION by Mr. Ernst and seconded by Mr. Smith, with all in favor, the 309 Unaudited Financial Statements as of October 31, 2018, were approved. 310 311 312 ELEVENTH ORDER OF BUSINESS Consideration of August 23, 2018 Public 313 Hearing and Regular Meeting Minutes 314 315 Mr. Wrathell presented the August 23, 2018 Public Hearing and Regular Meeting 316 Minutes. The following change was made: 317 Line 24: Change “Bonita Bay Group” to “Public” 318 319 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, August 320 23, 2018 Public Hearing and Regular Meeting Minutes, as amended, were 321 approved. 322 323 324 TWELFTH ORDER OF BUSINESS Staff Reports 325 326 A. District Counsel: Hopping, Green & Sams, P.A. 327 Mr. Jonathan Johnson stated that Florida voters approved Amendment 12 to the Florida 328 Constitution during the November general election, which dealt with various public officials, 329 ethics and lobbying activities. Within Amendment 12 was language prohibiting a public official, 9 WILDBLUE CDD DRAFT December 6, 2018 330 including special district officers, from “abusing their position to achieve a disproportionate 331 benefit for themselves or their employer”. The Amendment 12 verbiage directed the 332 Commission on Ethics to commence the rule making process between now and October 2019, 333 and to adopt rules that implement those concepts. Although this seems reasonable, it is 334 possible that the language could be misconstrued and applied in the context of a special taxing 335 district and CDDs, where the Board Members are elected by the Landowner and are often 336 employees of the Landowners, which is authorized by statute, and could raise the question of 337 whether votes by those Board Member to acquire improvements, issue bonds to improve the 338 property, etc., a misuse of position to secure a disproportionate benefit. On the face, Mr. 339 Jonathan Johnson would argue no and that the Board Members would be doing exactly what 340 they were elected to do, in the context of a very specific position; however, his firm is working 341 actively with the Association of Florida Community Developers and the Commission on Ethics in 342 connection with rule making on this matter. 343 B. District Engineer: Barraco and Associates, Inc. 344 Mr. Barraco reported that District infrastructure and development construction is 345 underway and proceeding nicely. 346 C. District Manager: Wrathell, Hunt and Associates, LLC 347 NEXT MEETING: January 3, 2019 at 11:00 A.M. 348 Mr. Wrathell stated that the January 3rd meeting would likely be cancelled so the next 349 meeting would be on January 24, 2019 at 10:00 a.m. 350 351 THIRTEENTH ORDER OF BUSINESS Board Members’ Comments/Requests 352 353 Mr. Hasty stated, once the lakes are reincorporated into the District, he thinks that all 354 the Developers are foreseeing recreational use on the lake and individual homeowners that 355 own lots adjacent to the lake own a dock that is on CDD property, so there easements, access, 356 etc., would need to be addressed. Discussion ensued regarding the easements, plats, 357 recreational lakes, access, etc. Mr. Smith believed the thought was that the CDD would own 358 the lakes, because it has sovereign immunity. Mr. Wrathell noted the trend towards CDDs not 359 owning the lake banks but rather having a maintenance easement over the lake bank. District 360 Counsel would research this. Mr. Smith felt that the District could establish use restrictions 10 WILDBLUE CDD DRAFT December 6, 2018 361 that are applicable to everyone. It was noted that provisions for residents constructing docs 362 must be addressed. 363 Regarding the conversion of the CDD’s website to be compliant with the Americans with 364 Disabilities Act (ADA) requirements for websites, Mr. Wrathell believed conversion of the CDD’s 365 website was completed or nearly completed. 366 367 FOURTEENTH ORDER OF BUSINESS Public Comments 368 369 There being no public comments, the next item followed. 370 371 FIFTEENTH ORDER OF BUSINESS Adjournment 372 373 There being nothing further to discuss, the meeting adjourned. 374 375 On MOTION by Mr. Smith and seconded by Mr. Ernst, with all in favor, the 376 meeting adjourned at 10:51 a.m. 377 378 379 380 381 382 383 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 11 WILDBLUE CDD DRAFT December 6, 2018 384 385 386 387 388 389 390 ______391 Secretary/Assistant Secretary Chair/Vice Chair 12 WILDBLUE COMMUNITY DEVELOPMENT DISTRICT 9C WILDBLUE COMMUNITY DEVELOPMENT DISTRICT NOTICE OF FISCAL YEAR 2019 MEETINGS The Board of Supervisors (“Board”) of the WildBlue Community Development District (“District”) will hold Regular Meetings for Fiscal Year 2019, at 11:00 a.m., at the offices of Barraco and Associates, 2271 McGregor Boulevard, Suite 100 Fort Myers, Florida 33901 on the first Thursday of each month, unless otherwise indicated, as follows: October 4, 2018 (canceled) November 1, 2018 (canceled) December 6, 2018 [10:00 a.m.] January 3, 2019 (canceled) January 24, 2019 [10:00 a.m.] February 7, 2019 March 7, 2019 April 4, 2019 May 2, 2019 June 6, 2019 July 4, 2019 August 1, 2019 September 5, 2019 The purpose of the meetings is for the Board to consider any business, which may properly come before it. The meetings are open to the public and will be conducted in accordance with the provision of Florida law. The meetings may be continued to a date, time, and place to be specified on the record at the meetings. A copy of the agenda for these meetings may be obtained from Wrathell, Hunt & Associates, LLC, 2300 Glades Road, Suite 410W, Boca Raton, Florida 33431 or by calling (561) 571-0010. There may be occasions when one or more Supervisors or staff will participate by telephone. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations at the meetings because of a disability or physical impairment should contact the District Office at (561) 571-0010 at least 48 hours prior to the meetings. 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), for aid in contacting the District Office. A person who decides to appeal any decision made at the meetings with respect to any matter considered at the meeting 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 such appeal is to be based. District Manager WildBlue CDD