TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting Pa  e 1

MINUTES OF MEETING

Each person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that 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.

TRIPLE CREEK

COMMUNITY DEVELOPMENT DISTRICT

The regular meeting of the Board of Supervisors of Triple Creek Community Development District was held on Tuesday, May 21, 2019 at 6:14 p.m. at the Triple Creek Amenity Center located at 11920 Streambed, Riverview, FL 33579.

Present and constituting a quorum:

Grady Miars

Keith Turney

Marc Carlton

Alex Garces

Shawn Swift

Board Supervisor, Chairman (via phone) Board Supervisor, Vice Chairman (via phone) Board Supervisor, Assistant Secretary Board Supervisor, Assistant Secretary Board Supervisor, Assistant Secretary

Also, present were:

Justin Croom

Angel Montagna

Scott Smith

Dawn Blackburn

Brianna Parker

Jennifer Kilinski

District Manager, Rizzetta & Company, Inc.
Regional	District	Manager,	Rizzetta	&

Company, Inc.

Regional	Manager	of	Rizzetta	Community

Services, Rizzetta & Company, Inc.
Club  House  Manager,  Rizzetta  &	Company,

Inc.

Rizzetta & Company, Inc. (via phone)

District Counsel, Hopping Green & Sams (via

phone)

Kyle Thornton

District Engineer; Genesis Halff, Inc. (via

phone)

James Butler

John Kessler

Peter Dame

Clubhouse Manager

Underwriter; FMSbonds, Inc. (via phone)

Bond Counsel; Akerman, LLP (via phone)

Audience

FIRST ORDER OF BUSINESS

Call to Order/Roll Call

Mr. Croom called the meeting to order and read the roll call.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting Pa  e 2

SECOND ORDER OF BUSINESS	Audience Comments

Ms. Simon expressed her concerns regarding the pond on Royal Palms road not being taken care of.

A resident commented on other homeowners driving aggressively in the community, as well as issues with the builders blocking driveways.

A resident commented on neighborhood watch I security concerns.

A resident commented on pool staffing concerns.

A resident commented on the walking trail and expressed concern regarding not having trash cans or benches.

Mr. Garces responded to several of the comments.

THIRD ORDER OF BUSINESS	Consideration of Minutes of the Board

of Supervisors' Regular Meeting  held

on April 16, 2019

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board approved the Board of Supervisors'Regular Meeting Minutes from the meeting held on April 16, 2019 for the Triple Creek Community Development District.

FOURTH ORDER OF BUSINESS

Consideration of Operation and Maintenance Expenditures for March

2019

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board approved the Operation and Maintenance Expenditures for March 2019 in the amount of ($58,392.89) for the Triple Creek Community Development District.

FIFTH ORDER OF BUSINESS	Ratification	of	Series	2017AB		
		Consideration	Requisitions	#372B  -		
		#376B						
REQUISITION					SUBACCOUNT		
NO.	PAYEE		AMOUNT			
372-B	Basham & Lucas Design Group,	$7,138.96	General B		
	Inc.							
373-B	CRS Building Corp		$216,923.81	General B		
374-B	Genesis Halff		$16,066.89	General B		
375-B	The Kearney Companies, LLC	$37,862.90	General B		
376-B	Scarola Associates		$8,046.01	General B		

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting

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On a Motion by Mr. Garces, seconded by Mr. Swift, with all in favor, the Board Ratified Series 2017AB Consideration Requisitions #372B-#376B for the Triple Creek Community Development District.

SIXTH ORDER OF BUSINESS	Ratification  of  Series  201 BA  Construction	
		Requisitions #68-1 - #71-J	
REQUISITION NO.	PAYEE		AMOUNT	SUBACCOUNT	
68-1	Ferguson Waterworks		$718.98	Village I	
69-1	Florida Soil Cement Co., LLC	$10,127.18	Village I	
70-1	The Kearney Companies, LLC	$178,427.62	Village I	
71-J	The Kearney Companies, LLC	$15,994.52	Village J	

On a Motion by Mr. Garces, seconded by Mr. Swift, with all in favor, the Board Ratified Series 2018A Consideration Requisitions #68-1 - #71-J for the Triple Creek Community Development District.

SEVENTH ORDER OF BUSINESS	Ratification of Change Order #27

CHANGE

ORDER#

CONTRACTOR	DESCRIPTION	AMOUNT	CONTRACT#

27	Kearney	Ferguson	($872.06)	0038-03

27	Kearney	Florida Soil Cement	($2,194.73)	0038-03

On a Motion by Mr. Garces, seconded by Mr. Carlton , with all in favor, the Board Ratified Change Order #27 for the Triple Creek Community Development District.

EIGHTH ORDER OF BUSINESS	Staff Reports

A.	Field Services Manager

	1.Presentation of the May 2019 Field Inspection Report

Mr. Croom presented the May 2019 Field Inspection Report to the Board.

Mr. Smith informed the Board that Mr. Brown will be in attendance for the June meeting. Mr. Garces discussed several landscape maintenance issues that need to be taken care of, and expressed his concern regarding the turn over issue with Sitex. Mr. Smith did inform the Board that Sitex will be providing a response for landscape after the next inspection.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting

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Mr. Swift expressed his concern regarding the backside of the burn not being maintained. Mr. Myers did inform the Board that he has been in contact with Sitex and he is keeping a close eye on the issues as well.

2.	Consideration of Landscape Enhancement Proposal

On a Motion by Mr. Garces, seconded by Mr. Swift, with all in favor, the Board Approved the Spring Annuals proposal from Sitex Landscape at a total cost of ($4,800.00) for the Triple Creek Community Development District.

B.	Sitex Aquatics

1.	Presentation of the May 2019 Sitex Aquatics Inspection Report

	Mr. Croom presented the May 2019 Sitex Aquatics Inspection Report to the Board.

	Mr. Garces expressed his concerns regarding the decline of the community ponds. A discussion ensued.

	Mr. Croom will follow-up with Sitex Aquatics to address the concerns.

C.	District Counsel

	Ms. Kilinski had nothing new to report.

D.	District Engineer

	Mr. Thornton provided a construction update to the Board .

	Mr. Garces asked about opening dates regarding the new amenity center. Mr. Miars informed the Board of the Grand Opening which will be held on June 1st .

	Mr. Thornton informed the Board that the pool is waiting for signoff from the Health Department before opening, but should be completed by this week.

	Mr. Turney discussed issues with the pool rules sign, commented on the furniture for the clubhouse, and expressed concern regarding cleanup needing to be done with the trees along with concrete needing to be replaced.

	Mr. Smith did confirm that the new key fobs will be working.

	Mr. Garces communicated his concern regarding Mattamy advertisement of the new amenity center. Mr. Garces requested to have a representative from Mattamy Homes be at the next meeting.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting Pa  e5

E.	District Manager

	Mr. Croom communicated that the next regular meeting is scheduled for Tuesday, June 18, 2019 at 10:00 a.m. and to be held at the office of Rizzetta & Company, located at 9428 Camden Field Parkway, Riverview, FL 33579.

NINTH ORDER OF BUSINESS	Presentation of Supplemental Engineer'sReport

Ms. Kilinski highlighted the process of the next phase of bonds. Ms. Kilinski noted that this is only a draft version on the Supplemental Engineer's report and their will be a more finalized copy at the June meeting. Ms. Kilinski informed the Board that the assessments to be levied are not on existing homeowners this is for future developments Phases H & M of the community.

Mr. Thornton reviewed the Supplemental Engineer's with the Board.

On a Motion by Mr. Turney, seconded by Mr. Carlton, with all in favor, the Board Approved the Supplemental Engineer'sReport in substantial form for the Triple Creek Community Development District.

TENTH ORDER OF BUSINESS	Presentation of Preliminary Supplemental Assessment Report

Ms. Parker reviewed the Preliminary Supplemental Assessment Report for the Series 2019A & 2019B to the Board.

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board Approved the Preliminary Supplemental Assessment Report for Series 2019A & 20198 in substantial form for the Triple Creek Community Development District.

ELEVENTH ORDER OF BUSINESS	Consideration of Resolution 2019-06, Authorizing and Delegation

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board Adopted Resolution 2019-06, Authorizing and Delegation for the Triple Creek Community Development District.

TWELFTH ORDER OF BUSINESS

Presentation	of

FMS

Bonds

Engagement Letter

On a Motion by Mr. Carlton , seconded by Mr. Garces, with all in favor, the Board Approved the FMS Bonds Engagement Letter for the Triple Creek Community Development District.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT

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THIRTEENTH ORDER OF BUSINESS

Presentation of Proposed Budget for Fiscal Year 2019/2020

1.	Consideration of Resolution 2019-07, Approving Proposed Budget and Setting the Public Hearing

Mr. Croom presented the Proposed Budget for Fiscal Year 2019/2020 to the Board for review. Mr. Croom answered various questions; a discussion ensued.

Mr. Garces inquired about trapping update.

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board Adopted Resolution 2019-07, Approving Proposed Budget and Setting the Public Hearing for the Triple Creek Community Development District.

FOURTEEN ORDER OF BUSINESS            Consideration  of Resolution  2019-08, Re-Designating of Assistant Secretary

On a Motion by Mr. Carlton, seconded by Mr. Swift, with all in favor, the Board Adopted Resolution 2019-08, Re-Designating of Assistant Secretary for the Triple Creek Community Development District.

FIFTEENTH ORDER OF BUSINESS            Consideration of Proposals for Village H  Infrastructure  Construction  Project

RFP

1.	Ranking Sheet

Mr. Croom presented two proposals for Village H Infrastructure Construction Project to the Board for review. A discussion ensued.

The Board ranked Kearney as the highest bidder with 100 points, and RIPA ranked second with 91 points.

2.	Consideration of Resolution 2019-09, Awarding Village H Infrastructure Construction Project

On a Motion by Mr. Miars, seconded by Mr. Garces, with all in favor, the Board Adopted Resolution 2019-09, Awarding Village H Infrastructure Construction Project to Kearney in the amount of ($3,543,210.00) for the Triple Creek Community Development District.

SIXTEENTH ORDER OF BUSINESS	Consideration of Proposal for Pool Service

Mr. Garces expressed his concern regarding the current pool.

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board Approved the proposal for pool services from Suncoast pool in the amount of ($1,700.00) per month, with a 30day trial bases for the Triple Creek Community Development District.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT May 21, 2019 - Minutes of Meeting Pa  e 7

SEVENTEENTH ORDER OF BUSINESS	Consideration of Proposal for Clubhouse Cleaning Service

On a Motion by Mr. Carlton, seconded by Mr. Swift, with all in favor, the Board Approved the proposal for clubhouse cleaning service from Vanguard in the amount of ($450.00) per month for the Triple Creek Community Development District.

EIGHTEENTH ORDER OF BUSINESS

Consideration	of

Proposals

for

Dumpster Service

On a Motion by Mr. Garces, seconded by Mr. Carlton, with all in favor, the Board Approved the proposal for Dumpster service from Republic Services in the amount of ($75.50) per month for the Triple Creek Community Development District.

NINTEENTH ORDER OF BUSINESS	Presentation of Registered Voter Count

Mr. Croom presented the registered voter count letter from Hillsborough County Supervisor of Elections to the Board, notating that there are 985 registered electors.

TWENTIETH ORDER OF BUSINESS	Supervisor Requests

Mr. Garces commented on dog waste station.

Mr. Garces commented on trash cans and benches around walking track.

Mr. Garces commented on wasp and insect control around the playgrounds.

Mr. Turney commented on irrigation, tree limbs, and replacement of palm trees.

TWENTY-FIRST ORDER OF BUSINESS	Adjournment

On a Motion by Mr. Garces, seconded by Mr. Swift, with all in favor, the Board adjourned the meeting at 7:34 p.m. for the Triple Creek Community Development District.

-~~e,.....,c=re~t-ary/Assistant Secretary

Triple Creek CDD

EXHIBIT TO 05-21-19 MINUTES:

Exhibit A - PLOM

Exhibit B - Continuing Disclosure Agreement

permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission. unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The District has deemed this Preliminary Limited Offering Memorandum "final," except for Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2019 Bonds in any jurisdiction in which such offer, solicitation or sale would be This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Limited Offering	

DRAFT-1

GrayRobinson, P.A.
May 17, 2019

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED __________, 2019

NEW ISSUES - BOOK-ENTRY ONLY

LIMITED OFFERING	NOT RATED

In the opinion of Bond Counsel (as hereinafter defined), under existing statutes, regulations, published rulings and court decisions, and assuming compliance by the District with the tax covenants described herein and the accuracy of certain representations included in the closing transcript for the Series 2019 Bonds (as hereinafter defined), interest on each Series of the Series 2019 Bonds is, under Section 103 of the Code (as hereinafter defined), excludable from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax. See "TAX MATTERS" herein.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT
(HILLSBOROUGH COUNTY, FLORIDA)

$8,735,000*	$6,000,000*	
SPECIAL ASSESSMENT BONDS,	SPECIAL ASSESSMENT BONDS,	
SERIES 2019A	SERIES 2019B	
Dated: Date of Delivery	Due: As set forth herein	

The Triple Creek Community Development District Special Assessment Bonds, Series 2019A (the "Series 2019A Bonds") and the Triple Creek Community Development District Special Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Series 2019 Bonds") are being issued by the Triple Creek Community Development District (the "District" or "Issuer") only in fully registered form, without coupons, in denominations of $5,000 and any integral multiple thereof.

The District is a local unit of special purpose government of the State of Florida, created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 07-14, enacted by the Board of County Commissioners of Hillsborough County, Florida (the "County") on May 8, 2007 and effective May 11, 2007, as supplemented by Ordinance 15-18 enacted on July 21, 2015. The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined), and has previously determined to undertake in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of certain District Lands.

The Series 2019A Bonds and the Series 2019B Bonds will bear interest at the fixed rates set forth below, calculated on the basis of a 360-day year comprised of twelve 30 day months, payable semi-annually on each May 1 and November 1, commencing November 1, 2019. The Series 2019 Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and 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 The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") directly to DTC as the registered owner thereof. 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 "DESCRIPTION OF THE SERIES 2019 BONDS - Book-Entry Only System" herein.

The Series 2019 Bonds are being issued by the District pursuant to the Act, Resolution No. 2007-19 adopted by the Board of Supervisors of the District (the "Board") on July 5, 2007, as supplemented by Resolution 2019-06 adopted by the Board of the Issuer on May 21, 2019 (collectively, the "Bond Resolution"), and a Master Trust Indenture dated as of June 1, 2012 (the "Master Indenture"), as amended and supplemented with respect to the Series 2019A Bonds by a Fifth Supplemental Trust Indenture dated as of June 1, 2019 (the "Fifth Supplemental Indenture" and, together with the Master Indenture, the "2019A Indenture"), and with respect to the Series 2019B Bonds by a Sixth Supplemental Trust Indenture dated as of June 1, 2019 (the "Sixth Supplemental Indenture" and, together with the Master Indenture, the "2019B Indenture") (the 2019A Indenture and the 2019B Indenture being collectively referred to herein as the "Indentures"), each by and between the District and the Trustee. Capitalized terms not defined herein shall have the meanings assigned to them in the Indentures. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORMS OF SUPPLEMENTAL INDENTURES" herein.

Proceeds of the Series 2019A Bonds will be used for the purposes of providing funds to (i) finance a portion of the Cost of acquisition, construction, installation and equipping of the Capital Improvement Plan (as defined herein); (ii) pay interest on the Series 2019A Bonds through November 1, 20__; (iii) pay certain costs associated with the issuance of the Series 2019 Bonds; and (iv) fund the Series 2019A Reserve Account as provided in the 2019A Indenture. See "THE CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

Proceeds of the Series 2019B Bonds will be used for the purposes of providing funds to (i) finance a portion of the Cost of acquisition, construction, installation and equipping of a portion of the Capital Improvement Plan; (ii) pay interest on the Series 2019B Bonds through November 1, 20__; (iii) pay certain costs associated with the issuance of the Series 2019 Bonds; and (iv) fund the Series 2019B Reserve Account

as provided in the 2019B Indenture. See "THE CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

While the Series 2019A Bonds and Series 2019B Bonds are being issued simultaneously, each Series of Series 2019 Bonds is separately secured under a separate supplemental indenture as previously noted herein. Notwithstanding the foregoing, however, the Series 2019A Special Assessments that secure the Series 2019A Bonds and the Series 2019B Special Assessments that secure the Series 2019B Bonds are initially being levied on the same lands within the District, as described in more detail herein, so that an Event of Default (as defined herein) and the exercise of remedies under one Series of the Series 2019 Bonds could adversely affect the other Series of Series 2019 Bonds.

The Series 2019A Bonds will be secured by a pledge of the Series 2019A Pledged Revenues. "Series 2019A Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019A Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019A Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019A Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019A Indenture; provided, however, that Series 2019A Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein.

The Series 2019B Bonds will be secured by a pledge of the Series 2019B Pledged Revenues. "Series 2019B Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019B Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019B Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019B Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019B Indenture; provided, however, that Series 2019B Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein.

The Series 2019A Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. The Series 2019B Bonds are not subject to optional or mandatory sinking fund redemption. The Series 2019B Bonds are subject to 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 2019A BONDS AND THE SERIES 2019B BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2019A PLEDGED REVENUES AND THE SERIES 2019B PLEDGED REVENUES, RESPECTIVELY, PLEDGED THEREFOR UNDER THE RESPECTIVE INDENTURES AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURES TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019A SPECIAL ASSESSMENTS AND SERIES 2019B SPECIAL ASSESSMENTS TO SECURE AND PAY THE SERIES 2019A BONDS AND SERIES 2019B BONDS, RESPECTIVELY. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, 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 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.

MATURITY SCHEDULE

$_________ – ___% Series 2019A Term Bond due November 1, 20__, Yield ___%, Price ____ CUSIP #_________**
$_________ – ___% Series 2019A Term Bond due November 1, 20__, Yield ___%, Price ____ CUSIP #_________**
$_________ – ___% Series 2019A Term Bond due November 1, 20__, Yield ___%, Price ____ CUSIP #_________**

$_________ – ___% Series 2019A Term Bond due November 1, 20__, Yield ___%, Price ____ CUSIP #_________**

$_________ – ___% Series 2019B Term Bond due November 1, 20__, Yield ___%, Price ____ CUSIP #_________**

The initial sale of the Series 2019 Bonds is subject to certain conditions precedent, including, without limitation, receipt of the opinion of Akerman LLP, Jacksonville, 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, for the Landowner (as hereinafter defined) by its counsel, Feldman & Mahoney, P.A., Clearwater, Florida, and for the

Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. It is expected that the Series 2019 Bonds will be delivered in book-entry form through the facilities of DTC on or about ___________, 2019.

FMSbondFl\1Sbonds, Inc1:nc.

Dated: ___________, 2019.

_________________

* Preliminary, subject to change.

**The District is not responsible for the CUSIP numbers, nor is any representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Limited Offering Memorandum.

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT

BOARD OF SUPERVISORS

Graydon E. Miars, Chair*
Keith Turney, Vice Chair
Marc Carlton, Assistant Secretary
George Alexander Garces, Assistant Secretary
Shawn Swift, Assistant Secretary

* Employee of an affiliate of the Landowner

DISTRICT MANAGER/METHODOLOGY CONSULTANT

Rizzetta & Company, Inc.
Riverview, Florida

DISTRICT COUNSEL

Hopping Green & Sams, P.A.
Tallahassee, Florida

BOND COUNSEL

Akerman LLP
Jacksonville, Florida

DISTRICT ENGINEER

Scarola Associates Engineering Design and Land Consultants, P.A.
Apollo Beach, Florida

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE 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 LANDOWNER (AS HEREINAFTER DEFINED), THE DISTRICT, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE UNDERWRITER NAMED ON THE COVER PAGE OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE LANDOWNER OR IN THE STATUS OF THE DEVELOPMENT, THE SERIES 2019 ASSESSMENT AREA OR THE SERIES 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 HAVE THE INDENTURES 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, THE COUNTY, THE STATE, 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 LANDOWNER'S CONTROL. BECAUSE THE DISTRICT AND THE LANDOWNER CANNOT PREDICT ALL FACTORS THAT MAY AFFECT FUTURE DECISIONS, ACTIONS, EVENTS, OR FINANCIAL CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT IS INCLUDED IN FORWARD-LOOKING STATEMENTS.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT AND THE LANDOWNER 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.

THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES:

WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES.

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

TABLE OF CONTENTS

PAGE

INTRODUCTION	1

DESCRIPTION OF THE SERIES 2019 BONDS	3

General Description	3
Redemption Provisions	5
Notice of Redemption and of Purchase	8
Purchase of Series 2019 Bonds	8
Book-Entry Only System	8

SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS	10
General	10
Prepayment of Series 2019 Special Assessments	12
Additional Obligations	12
Covenant Against Sale or Encumbrance	13

Acquisition and Construction Accounts	13
Reserve Accounts	15
Application of the Pledged Revenues	16
Investments	18
Indenture Provisions Relating to Bankruptcy or Insolvency of a Landowner	18
Events of Default and Remedies	20

ENFORCEMENT OF ASSESSMENT COLLECTIONS	21

General	21
Direct Billing & Foreclosure Procedure	22
Uniform Method Procedure	23

BONDOWNERS' RISKS	25
Concentration of Land Ownership	26

Bankruptcy and Related 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 and Assessments	28

Limited Secondary Market for Series 2019 Bonds	29
Inadequacy of Reserve Accounts	29
Legal Delays	29
IRS Examination and Audit Risk	30
Loss of Exemption from Securities Registration	31

Federal Tax Reform	32
State Tax Reform	32
Insufficient Resources or Other Factors Causing Failure to Complete the Series 2019 Project
or the Construction of Homes within the Series 2019 Assessment Area	32
Payment of Series 2019 Special Assessments after Bank Foreclosure	33

ESTIMATED SOURCES AND USES OF FUNDS	34

DEBT SERVICE REQUIREMENTS	35

THE DISTRICT	36
General Information	36

Legal Powers and Authority	36

Board of Supervisors	37
The District Manager and Other Consultants	37

Outstanding Indebtedness	38

THE MASTER CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT	39

Master Capital Improvement Plan	39
Series 2019 Project	39

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS	41

THE DEVELOPMENT	44
General	44
Update on Phase 1	45
Update on Phases 2, 3 and 4	Error! Bookmark not defined.
Land Acquisition	46

Development Finance Plan	46
Development Status	46

Residential Product Offerings	47
Development Approvals	47
Environmental	48
Competition	49
Landowner Agreements	50

Recreational Amenities	48
Schools	48
Taxes, Assessments and Fees	48

THE LANDOWNER	50

TAX MATTERS	51

Opinion of Bond Counsel	51
Collateral Tax Consequences	51

Other Tax Matters	51
[Original Issue Discount]	52

AGREEMENT BY THE STATE	52

LEGALITY FOR INVESTMENT	52

SUITABILITY FOR INVESTMENT	53

ENFORCEABILITY OF REMEDIES	53

LITIGATION	53
The District	53
The Landowner	53

CONTINGENT FEES	53

NO RATING	54

EXPERTS	54

FINANCIAL INFORMATION	54

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	54

CONTINUING DISCLOSURE	55

UNDERWRITING	55

ii

VALIDATION	55

LEGAL MATTERS	56

MISCELLANEOUS	56

AUTHORIZATION AND APPROVAL	57

APPENDIX A:	COPY OF MASTER INDENTURE AND PROPOSED FORMS OF
SUPPLEMENTAL INDENTURES	A-1
APPENDIX B:	PROPOSED FORM OF OPINION OF BOND COUNSEL	B-1

APPENDIX C:	ENGINEER'S REPORT	C-1
APPENDIX D:	ASSESSMENT METHODOLOGY	D-1
APPENDIX E:	DISTRICT'S FINANCIAL STATEMENTS	E-1
APPENDIX F:	PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT	F-1

iii

TRIPLE CREEK COMMUNITY DEVELOPMENT DISTRICT
(HILLSBOROUGH COUNTY, FLORIDA)

$8,735,000*	$6,000,000*	
SPECIAL ASSESSMENT BONDS,	SPECIAL ASSESSMENT BONDS,	
SERIES 2019A	SERIES 2019B	

INTRODUCTION

The purpose of this Limited Offering Memorandum is to set forth certain information in connection with the offering for sale by the Triple Creek Community Development District (the "District" or "Issuer") of its $8,735,000* Special Assessment Bonds, Series 2019A (the "Series 2019A Bonds") and its $6,000,000* Special Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and, together with the Series 2019B Bonds, 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 was created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and Ordinance No. 07-14, enacted by the Board of County Commissioners of Hillsborough County, Florida (the "County") on May 8, 2007 and effective on May 11, 2007, as supplemented by Ordinance 15-18 enacted on July 21, 2015. The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined), and has previously determined to undertake in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of 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 water management, water supply, sewer and wastewater management, bridges or culverts, public roads, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act.

The boundaries of the District include approximately 1,010.64 gross acres of land (the "District Lands") located just east of Interstate 75 and U.S. Highway 301, between Balm Riverview Road and Balm Boyette Road, in a portion of southeastern Hillsborough County known as Riverview. The District Lands lie within a larger approximately 1,038-acre area which is being developed as a master-planned community known as Triple Creek (the "Development"). The Development is authorized for up to 2,045 residential units and various non-residential uses, being developed in several phases. Phase 1, which contains 383 residential lots, was financed in part by the Series 2012 Bonds (as hereinafter defined). Phases 2, 3 and 4, which contain 898 residential lots, were financed in part by the District's Series 2017A

* Preliminary, subject to change.

Bonds, Series 2017B Bonds and Series 2018 Bonds (each as hereinafter defined). The remaining phases in the Development, Phases 5, 6 and 7, are currently entitled for an additional 764 residential lots.

Proceeds of the Series 2019 Bonds will finance a portion of the infrastructure required for the development of Villages H and M in Phase[s] ____, which are planned for 392 residential lots (the

"Series 2019 Assessment Area"). The remaining phases of the Development will be funded in the future. See "THE DEVELOPMENT" herein for a summary of the current development status of the Development and "THE CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT" for a summary of the plan of funding for the respective phases of the Development.

All of the lands within the Series 2019 Assessment Area are owned by TC Venture 1, LLC, a Delaware limited liability company (the "Landowner"). See "THE LANDOWNER" herein for more information regarding the Landowner.

The Series 2019 Bonds are being issued by the District pursuant to the Act, Resolution No. 2007-19 adopted by the Board of Supervisors of the District (the "Board") on July 5, 2007, as supplemented by Resolution 2019-06 adopted by the Board of the Issuer on May 21, 2019 (collectively, the "Bond Resolution"), and a Master Trust Indenture dated as of June 1, 2012 (the "Master Indenture"), as amended and supplemented with respect to the Series 2019A Bonds by a Fifth Supplemental Trust Indenture dated as of June 1, 2019 (the "Fifth Supplemental Indenture" and, together with the Master Indenture, the "2019A Indenture"), and with respect to the Series 2019B Bonds by a Sixth Supplemental Trust Indenture dated as of June 1, 2019 (the "Sixth Supplemental Indenture" and, together with the Master Indenture, the "2019B Indenture") (the 2019A Indenture and the 2019B Indenture being collectively referred to herein as the "Indentures"), each by and between the District and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). Capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORMS OF SUPPLEMENTAL INDENTURES" attached hereto.

While the Series 2019A Bonds and Series 2019B Bonds are being issued simultaneously, each Series of Series 2019 Bonds is separately secured under a separate supplemental indenture as previously noted herein. Notwithstanding the foregoing, however, the Series 2019A Special Assessments which secure the Series 2019A Bonds and the Series 2019B Special Assessments which secure the Series 2019B Bonds are initially being levied on the same lands within the District as described in more detail herein, so that an Event of Default (as defined herein) and the exercise of remedies under one Series of the Series 2019 Bonds could adversely affect the other Series of Series 2019 Bonds.

Proceeds of the Series 2019A Bonds will be used for the purposes of providing funds to (i) finance a portion of the Cost of acquisition, construction, installation and equipping of a portion of the Capital Improvement Plan (as defined herein); (ii) pay interest on the Series 2019A Bonds through November 1, 20__; (iii) pay a portion of the costs associated with the issuance of the Series 2019 Bonds; and (iv) fund the Series 2019A Reserve Account as provided in the 2019A Indenture. See "THE CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

Proceeds of the Series 2019B Bonds will be used for the purposes of providing funds to (i) finance a portion of the Cost of acquisition, construction, installation and equipping of a portion of the Capital Improvement Plan; (ii) pay interest on the Series 2019B Bonds through November 1, 20__; (iii) pay a portion of the costs associated with the issuance of the Series 2019 Bonds; and (iv) fund the Series 2019B Reserve Account as provided in the 2019B Indenture. See "THE CAPITAL IMPROVEMENT PLAN AND THE Series 2019 PROJECT" and "ESTIMATED SOURCES AND USES OF FUNDS" herein.

2

The Series 2019A Bonds will be secured by a pledge of the Series 2019A Pledged Revenues. "Series 2019A Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019A Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019A Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019A Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019A Indenture; provided, however, that Series 2019A Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein.

The Series 2019B Bonds will be secured by a pledge of the Series 2019B Pledged Revenues. "Series 2019B Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019B Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019B Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019B Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019B Indenture; provided, however, that Series 2019B Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein.

There follows in this Limited Offering Memorandum a brief description of the District, the Landowner, the Development, the Series 2019 Project, the Series 2019 Assessment Area and summaries of the terms of the Series 2019 Bonds, the Indentures and certain provisions of the Act. All references herein to the Indentures and the Act are qualified in their entirety by reference to such documents and statute, and all references to the Series 2019A Bonds and Series 2019B Bonds are qualified by reference to the respective definitive form thereof and the information with respect thereto contained in the respective Indenture. A copy of the Master Indenture and the proposed forms of the Fifth Supplemental Indenture and the Sixth 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

The Series 2019 Bonds are issuable only as fully registered bonds, without coupons, in the denominations of $5,000 and any integral multiple thereof except as otherwise provided in the Indentures. 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 cover page hereof.

The Series 2019 Bonds shall be dated the date of delivery. Interest on the Series 2019 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. "Interest Payment Date" means

3

May 1 and November 1 of each year commencing November 1, 2019. 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 May 1 or November 1 to which interest has been paid, in which case from such date of authentication, or unless the date of authentication thereof is prior to November 1, 2019, in which case from the date of original issuance, 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. Interest on the Series 2019 Bonds will be computed in all cases on the basis of a 360 day year consisting of twelve 30-day months.

Upon initial issuance, the ownership of the Series 2019 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") of New York, New York, and purchases of beneficial interests in the Series 2019 Bonds will be made in book-entry only form. 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 under the Indentures. 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 District. 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 notices to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notices to Beneficial Owners. In the event DTC, any successor of DTC or the District, but only in accordance with the procedures of DTC, elects to discontinue the book-entry only system, 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. See "DESCRIPTION OF THE SERIES 2019 BONDS – Book-Entry Only System" below.

The Series 2019 Bonds will initially be sold only to "Accredited Investors" within the meaning under Chapter 517, Florida Statutes, as amended, and the rules of the Florida Department of Financial Services promulgated thereunder, although there is no limitation on resales of the Series 2019 Bonds. See "SUITABILITY FOR INVESTMENT" below.

The Bank of New York Mellon Trust Company, N.A. is initially serving as the Trustee, Registrar and Paying Agent for the Series 2019 Bonds.

4

Redemption Provisions

Optional Redemption

Series 2019A Bonds

The Series 2019A Bonds may, at the option of the District, be called for redemption prior to maturity in whole or in part on any date on or after November 1, 20__ (the maturities to be selected by the District and if less than all of a maturity, the Series 2019A Bonds to be selected by a lot), at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest from the most recent Interest Payment Date to the redemption date.

Series 2019B Bonds

The Series 2019B Bonds shall not be subject to redemption at the option of the District.

Mandatory Sinking Fund Redemption

Series 2019A Bonds

The Series 2019A Bonds maturing on November 1, 20__, are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on November 1 of the years and in the principal amounts set forth below:

Year	Principal	
(November 1)		Amount	

____________

* Maturity.

The Series 2019A Bonds maturing on November 1, 20__, are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on November 1 of the years and in the principal amounts set forth below:

Year	Principal	
(November 1)		Amount	

____________

* Maturity.

5

The Series 2019A Bonds maturing on November 1, 20__, are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on November 1 of the years and in the principal amounts set forth below:

Year	Principal	
(November 1)		Amount	

____________

* Maturity.

The Series 2019A Bonds maturing on November 1, 20__, are subject to mandatory redemption in part by the District by lot prior to their scheduled maturity from moneys in the Series 2019A Sinking Fund Account established under the Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption on November 1 of the years and in the principal amounts set forth below:

Year	Principal	
(November 1)		Amount	

____________

* Maturity.

Upon any redemption of Series 2019A 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 2019A 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 2019A Bonds. The mandatory sinking fund installments as so recalculated shall not result in an increase in the aggregate of the mandatory sinking fund redemption amounts for all Series 2019A 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 mandatory sinking fund redemption amounts due in the year in which such redemption or purchase occurs, but shall be made to mandatory sinking fund redemption amounts for the immediately succeeding and subsequent years.

Series 2019B Bonds

The Series 2019B Bonds are not subject to mandatory sinking fund redemption.

6

Extraordinary Mandatory Redemption

Series 2019A Bonds

The Series 2019A Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole, on any date, or in part, on any Quarterly Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2019A Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

(i)	from Series 2019A Prepayment Principal deposited into the Series 2019A Prepayment Account following the payment in whole or in part of Series 2019A Special Assessments in accordance with the Fifth Supplemental Indenture, including, with excess moneys transferred from the Series 2019A Debt Service Reserve Account to the Series 2019A Prepayment Account of the Series 2019A Bond Redemption Fund resulting from such Series 2019A Special Assessment prepayments pursuant to the Fifth Supplemental Indenture;

(ii)	on or after the Completion Date of the Series 2019 Project, by application of moneys remaining in any Subaccount of the Series 2019A Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the District for the payment of any remaining part of the Cost of the Series 2019 Project, all of which shall be transferred as specified in the Fifth Supplemental Indenture to the Series 2019A General Account of the Series 2019A Bond Redemption Fund, credited toward extinguishment of the Series 2019A Special Assessments and applied toward the redemption of the Series 2019A Bonds in accordance with the manner it has credited such excess moneys toward extinguishment of Series 2019A Special Assessments which the District shall describe to the Trustee in writing;

(iii)	from amounts on deposit in the Series 2019A Debt Service Reserve Account in excess of the Debt Service Reserve Requirement for the Series 2019A Bonds and transferred to the Series 2019A General Account of the Series 2019A Bond Redemption Fund in accordance with the Master Indenture and the Fifth Supplemental Indenture to be used for the extraordinary mandatory redemption of the Series 2019A Bonds; and

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

Series 2019B Bonds

The Series 2019B Bonds are subject to extraordinary mandatory redemption prior to maturity by the District in whole, on any date, or in part, on any Quarterly Redemption Date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Series 2019B Bonds to be redeemed, plus interest accrued to the redemption date, as follows:

(i)	from Series 2019B Prepayment Principal deposited into the Series 2019B Prepayment Account following the payment in whole or in part of Series 2019B Special Assessments in accordance with the provisions of the Sixth Supplemental Indenture;

(ii)	on or after the Completion Date of the Series 2019 Project, by application of moneys remaining in any Subaccount of the Series 2019B Acquisition and Construction Account of the Acquisition and Construction Fund not reserved by the District for the payment of any remaining part of

7

the Cost of the Series 2019 Project, all of which shall be transferred as specified in Sixth Supplemental Indenture to the Series 2019B General Account of the Series 2019B Bond Redemption Fund, credited toward extinguishment of the Series 2019B Special Assessments and applied toward the redemption of the Series 2019B Bonds in accordance with the manner it has credited such excess moneys toward extinguishment of Series 2019B Special Assessments which the District shall describe to the Trustee in writing;

(iii)	from amounts on deposit in the Series 2019B Debt Service Reserve Account in excess of the Debt Service Reserve Requirement for the Series 2019B Bonds and transferred to the Series 2019B General Account of the Series 2019B Bond Redemption Fund in accordance with the Master Indenture and the Sixth Supplemental Indenture to be used for the extraordinary mandatory redemption of the Series 2019B Bonds; and

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

Notice of Redemption and of Purchase

When required to redeem or purchase Series 2019 Bonds under any provision of the Indentures or directed to do so by the District, the Trustee shall cause notice of the redemption, either in whole or in part, to be mailed by first-class mail, postage prepaid, at least thirty (30) but not more than sixty (60) days prior to the redemption to all Owners of Series 2019 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 the Indentures.

Purchase of Series 2019 Bonds

At the written direction of the District, the Trustee shall apply moneys from time to time available in the applicable Series 2019 Sinking Fund Account to the purchase of the applicable Series of Series 2019 Bonds in accordance with the applicable Indenture, at prices not higher than the principal amount thereof, in lieu of redemption, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given.

Book-Entry Only System

The information in this caption concerning DTC and DTC's book-entry system has been obtained from DTC and neither the District nor the Underwriter make any representation or warranty or take any responsibility for the accuracy or completeness of such information.

The Depository Trust Company ("DTC"), New York, NY, 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.

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DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of 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 the Series 2019 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect 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

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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 are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2019 Bonds 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 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 only transfers through DTC (or a successor securities depository). In that event, Series 2019 Bond certificates will be printed and delivered to DTC.

SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS

General

THE SERIES 2019A BONDS AND THE SERIES 2019B BONDS ARE LIMITED OBLIGATIONS OF THE DISTRICT PAYABLE SOLELY OUT OF THE SERIES 2019A PLEDGED REVENUES AND THE SERIES 2019B PLEDGED REVENUES, RESPECTIVELY, PLEDGED THEREFOR UNDER THE RESPECTIVE INDENTURES AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE OF FLORIDA (THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE SERIES 2019 BONDS, EXCEPT THAT THE DISTRICT IS OBLIGATED UNDER THE INDENTURES TO LEVY AND TO EVIDENCE AND CERTIFY, OR CAUSE TO BE CERTIFIED, FOR COLLECTION, SERIES 2019A SPECIAL ASSESSMENTS AND SERIES 2019B SPECIAL ASSESSMENTS TO SECURE AND PAY THE

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SERIES 2019A BONDS AND SERIES 2019B BONDS, RESPECTIVELY. THE SERIES 2019 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE DISTRICT, THE COUNTY, THE STATE, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.

The Series 2019A Bonds will be secured by a pledge of the Series 2019A Pledged Revenues. "Series 2019A Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019A Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019A Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019A Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019A Indenture; provided, however, that Series 2019A Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso).

The Series 2019B Bonds will be secured by a pledge of the Series 2019B Pledged Revenues. "Series 2019B Pledged Revenues" shall mean (a) all revenues received by the District from Series 2019B Special Assessments, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Series 2019B Special Assessments or from the issuance and sale of tax certificates with respect to such Series 2019B Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the 2019B Indenture; provided, however, that Series 2019B Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this proviso).

The Series 2019A Special Assessments and the Series 2019B Special Assessments consist of the non-ad valorem special assessments that will initially be imposed and levied by the District against the lands within the Series 2019 Assessment Area specially benefited by the Series 2019 Project or any portion thereof, pursuant to Section 190.022 of the Act, and the Assessment Resolutions (as defined in the Indentures) and assessment proceedings conducted by the District (together with the Assessment Resolutions, the "Assessment Proceedings"), all as more specifically provided herein. 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 lands as to which the Series 2019 Special Assessments are imposed. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The Series 2019A Special Assessments are levied, in an amount corresponding to the debt service on the Series 2019A Bonds, and the Series 2019B Special Assessments are levied, in an amount corresponding to the debt service on the Series 2019B Bonds, in each case on the basis of benefit received as a result of the District's CIP (as defined herein), including the Series 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.

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In the Master Indenture, the District covenanted that, if any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the District shall be satisfied that any such 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 Special Assessment when it might have done so, the District shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the District shall obtain and make other Special Assessments until a valid 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 prepay the Series 2019 Special Assessments, in part or in full, including interest amounts to the next succeeding Quarterly Redemption Date or to the second succeeding Quarterly Redemption Date if such a prepayment is made within forty-five (45) calendar days before a Quarterly Redemption Date. Prepayment of the Series 2019 Special Assessments does not entitle the property owner to any discounts for early payment.

Pursuant to the Act and the Assessment Proceedings, an owner of property subject to the levy of Series 2019 Special Assessments may pay the entire balance of the Series 2019 Special Assessments remaining due, without interest, within thirty (30) days after the Series 2019 Project has been completed or acquired by the District, and the Board has adopted a resolution accepting the Series 2019 Project pursuant to Chapter 170.09, Florida Statutes. The Landowner, as the sole owner of the property within the Series 2019 Assessment Area, will waive this right 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.

Additional Obligations

Series 2019A Bonds

Other than Bonds issued to refund a portion of Outstanding Series 2019A Bonds, the issuance of which as determined by the District results in present value debt service savings, the District shall not issue or incur any debt payable in whole or in part from the Series 2019A Pledged Revenues. So long as there are any Series 2019A Bonds Outstanding, the District shall not issue any Bonds or other debt obligations (the "Additional Bonds"), other than the Series 2019B Bonds, secured by Special Assessments on any of the lands in the Series 2019 Assessment Area, provided that the District may issue Additional Bonds secured by Special Assessments on any portion of Series 2019 Assessment Area after (i) at least ninety percent (90%) of the principal amount of the Series 2019A Special Assessments have been allocated to residences for which certificates of occupancy have been obtained and (ii) there are no Series 2019B Bonds Outstanding. The preceding limitation shall not apply to any Bonds or other debt obligations secured by Special Assessments on properties other than the Series 2019 Assessment Area. Further, the foregoing restrictions shall not preclude the imposition of capital Special Assessments on property subject to the Series 2019A Special Assessments which are necessary for health, safety, welfare reasons or to remediate a natural disaster or operation and maintenance assessments. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall receive a certificate from the

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District Manager on which it may conclusively rely that all of the applicable conditions set forth above have been met.

Series 2019B Bonds

Other than Bonds issued to refund a portion of Outstanding Series 2019B Bonds, the issuance of which as determined by the District results in present value debt service savings, the District shall not issue or incur any debt payable in whole or in part from the Series 2019B Pledged Revenues. So long as there are any Series 2019B Bonds Outstanding, the District shall not issue any Additional Bonds, other than the Series 2019A Bonds, secured by Special Assessments on any portion of the Series 2019 Assessment Area. The preceding limitation shall not apply to any Bonds or other debt obligations secured by Special Assessments on properties other than the Series 2019 Assessment Area. Further, the foregoing restrictions shall not preclude the imposition of capital Special Assessments on property subject to the Series 2019B Special Assessments which are necessary, as determined by the District, for health, safety, or welfare reasons or to remediate a natural disaster or operation and maintenance assessments. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall receive a certificate from the District Manager on which it may conclusively rely that all of the applicable conditions set forth above have been met.

The District and/or other public entities may impose 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 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, Assessments and Fees" and "BONDOWNERS' RISKS" herein for more information.

Covenant Against Sale or Encumbrance

In the Indentures, the District will covenant that (a) except for those improvements comprising the Series 2019 Project that are to be conveyed by the District to the County, the State Department of Transportation or another governmental entity, as to which no assessments of the District will be imposed and (b) except as otherwise permitted in the Indentures, it will not sell, lease or otherwise dispose of or encumber the Series 2019 Project or any part thereof. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORMS OF SUPPLEMENTAL INDENTURES" attached hereto for more information.

Acquisition and Construction Accounts

Series 2019A Acquisition and Construction Account

The Fifth Supplemental Indenture establishes a separate account within the Acquisition and Construction Fund designated as the "Series 2019A Acquisition and Construction Account," and therein establishes the "Village M Subaccount" and the "Village H Subaccount." Proceeds of the Series 2019A Bonds shall be deposited into the Series 2019A Acquisition and Construction Account and the respective Subaccounts therein in the amounts set forth in the Fifth Supplemental Indenture, together with any excess moneys transferred to the Series 2019A Acquisition and Construction Account. Before any such payment shall be made, the District shall file with the Trustee a fully executed requisitions, substantially in for them set forth as an exhibit to the Fifth Supplemental Indenture, signed by a Responsible Officer and, except for payments of costs of issuance, a certificate of the Consulting Engineer signed by a

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Consulting Engineer, which certificate shall be a part of the requisition. The Trustee shall be entitled to conclusively rely on such certification to pay such requisition.

Amounts in the Subaccounts in the Series 2019A Acquisition and Construction Account shall be used for the portion of the cost of the Series 2019 Project that constitutes the village infrastructure improvements in the corresponding Villages, in the amounts set forth in the Indenture. Each requisition from the Series 2019A Acquisition and Construction Account shall specify the Subaccount or Subaccounts, if any, from which payment is requested. Amounts remaining in a Subaccount after completion of the applicable portion of the Series 2019 Project, as certified by the Consulting Engineer, may be used for any other Cost of the Series 2019 Project, as directed by the District.

After the Completion Date of the Series 2019 Project and after retaining in the applicable Subaccount or Subaccounts of the Series 2019A Acquisition and Construction Account the mount, if any, of all remaining unpaid Costs of the Series 209 Project set forth in the Engineers' Certificate establishing such Completion Date, any funds remaining in the Series 2019A Acquisition an Construction Account and the Subaccount thereof shall be transferred into the Series 2019A General Account of the Series 2019A Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2019A Bonds.

[After the occurrence of an Event of Default specified in Subsections 10.02(g) or 10.02(h) of the Master Indenture resulting from the non-payment of Series 2019A Special Assessments allocated to property owned by the Landowner, disbursements from the Series 2019A Acquisition and Construction Account shall be made only with the consent of the Majority Owners, provided that no such consent shall be required for disbursements for costs incurred by the Issuer under acquisition or construction contracts entered into by the District prior to the occurrence of such Event of Default which costs relate to work performed before the later of (i) 30 days after the occurrence of such Event of Default or (ii) the earliest date on which the District is entitled to suspend or terminate such acquisition or construction contract in its discretion.]

Series 2019B Acquisition and Construction Account

The Sixth Supplemental Indenture establishes a separate account within the Acquisition and Construction Fund designated as the "Series 2019B Acquisition and Construction Account," and therein establishes the "Village M Subaccount" and the "Village H Subaccount." Proceeds of the Series 2019B Bonds shall be deposited into the Series 2019B Acquisition and Construction Account and the Subaccounts therein in the amount set forth in the Sixth Supplemental Indenture, together with any excess moneys transferred to the Series 2019B Acquisition and Construction Account, and such moneys transferred to the Series 2019B Acquisition and Construction Account and the subaccounts therein shall be applied as set forth in the Indenture. Before any such payment shall be made, the District shall file with the Trustee a fully executed requisition, substantially in the form set forth as an exhibit to the Sixth Supplemental Indenture, signed by a Responsible Officer and, except for payments of costs of issuance, a certificate of the Consulting Engineer signed by a Consulting Engineer, which certificate shall be part of the requisition. The Trustee shall be entitled to conclusively rely on such certification to pay such requisition.

Amounts in the Subaccounts in the Series 2019B Acquisition and Construction Account shall be used for the portion of the Cost of the Series 2019 Project described in the Sixth Supplemental Indenture. Each requisition from the Series 2019B Acquisition and Construction Account shall specify the Subaccount or Subaccounts, if any, from which payment is requested. Amounts remaining in a Subaccount after completion of the applicable portion of the Series 2019 Project, as certified by the

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Consulting Engineer, may be used for any other cost of the Series 2019 Project, as directed by the District.

After the Completion Date of the Series 2019 Project and after retaining in the applicable Subaccount or Subaccounts of the Series 2019B Acquisition and Construction Account the amount, if any, of all remaining unpaid Costs of the Series 2019 Project set forth in the Engineers’ Certificate establishing such Completion Date, any funds remaining in the Series 2019B Acquisition and Construction Account and the Subaccounts thereof shall be transferred into the Series 2019B General Account of the Series 2019B Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2019B Bonds.

[After the occurrence of an Event of Default specified in Subsections 10.02(g) or 10.02(h) of the Master Indenture resulting from the non-payment of Series 2019B Special Assessments allocated to property owned by the Landowner, disbursements from the Series 2019B Acquisition and Construction Account shall be made only with the consent of the Majority Owners, provided that no such consent shall be required for disbursements for costs incurred by the Issuer under acquisition or construction contracts entered into by the District prior to the occurrence of such Event of Default which costs relate to work performed before the later of (i) 30 days after the occurrence of such Event of Default or (ii) the earliest date on which the District is entitled to suspend or terminate such acquisition or construction contract in its discretion.]

Reserve Accounts

Series 2019A Reserve Account

The Fifth Supplemental Indenture establishes a Series 2019A Debt Service Reserve Account within the Debt Service Reserve Fund for the Series 2019A Bonds. Proceeds of the Series 2019A Bonds shall be deposited into the Series 2019A Debt Service Reserve Account in the amount set forth in the Fifth Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2019A Debt Service Reserve Account pursuant to the Master Indenture, shall be applied for purses provided in the Indenture. The Series 2019A Reserve Account will, at the time of delivery of the Series 2019A Bonds, be funded from a portion of the net proceeds of the Series 2019A Bonds in the amount of the Debt Service Reserve Requirement for the Series 2019A Bonds. The "Debt Service Reserve Requirement" shall mean, with respect to the Series 2019A Bonds, an amount calculated from time to time equal to [seventy-five percent (75%)] of the maximum annual Debt Service Requirement for the Series 2019A Bonds. Such maximum annual Debt Service Requirement shall be re-determined by the Trustee upon any optional prepayment by the owner of a lot or parcel of land of a Series 2019A Special Assessment against such lot or parcel as provided in the 2019A Indenture. The Debt Service Reserve Requirement is initially $____________.

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 2019A Debt Service Reserve Account and transfer any excess therein above the Debt Service Reserve Requirement for the Series 2019A Bonds (other than excess due to optional prepayment of a Series 2019A Special Assessment by the owner of a lot or parcel) to the Series 2019A General Account of the Series 2019A Bond Redemption Fund for the extraordinary mandatory redemption of Series 2019A Bonds in accordance with the Fifth Supplemental Indenture.

In the event that the amount of proceeds of the Series 2019A Bonds on deposit in the Series 2019A Debt Service Reserve Account exceeds the Debt Service Reserve Requirement with respect to the Series 2019A Bonds due to a decrease in the amount of Series 2019A Bonds that will be outstanding as a

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result of an optional prepayment by the owner of a lot or parcel of land of a Series 2019A Special Assessment against such lot or parcel as provided in the Fifth Supplemental Indenture, the amount to be released shall be transferred from the Series 2019A Debt Service Reserve Account to the Series 2019A Prepayment Account of the Series 2019A Bond Redemption Fund, as a credit against the Series 2019A Prepayment Principal otherwise required to be made by the owner of such lot or parcel.

Series 2019B Reserve Account

The Sixth Supplemental Indenture establishes a Series 2019B Debt Service Reserve Account within the Debt Service Reserve Fund for the Series 2019B Bonds. Proceeds of the Series 2019B Bonds shall be deposited into the Series 2019B Debt Service Reserve Account in the amount set forth in the Fifth Supplemental Indenture, and such moneys, together with any other moneys deposited into the Series 2019B Debt Service Reserve Account pursuant to the Master Indenture, shall be applied for purses provided in the Indenture. The Series 2019B Reserve Account will, at the time of delivery of the Series 2019B Bonds, be funded from a portion of the net proceeds of the Series 2019B Bonds in the amount of the Debt Service Reserve Requirement for the Series 2019B Bonds. The "Debt Service Reserve Requirement" shall mean with respect to the Series 2019B Bonds, an amount equal to $____________.

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 2019B Debt Service Reserve Account and transfer any excess therein above the Debt Service Reserve Requirement for the Series 2019B Bonds (other than excess due to optional prepayment of a Series 2019B Special Assessment by the owner of a lot or parcel) to the Series 2019B General Account of the Series 2019B Bond Redemption Fund for the extraordinary mandatory redemption of Series 2019B Bonds in accordance with the Sixth Supplemental Indenture.

Application of the Pledged Revenues

Series 2019A Pledged Revenues

Series 2019A Special Assessments (except for Prepayments of Series 2019A Special Assessments, which shall be deposited in the Series 2019A Prepayment Account) shall be deposited by the Trustee into the Series 2019A Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2019A Revenue Account of the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, not later than the Business Day preceding each May 1 and November 1, to the Series 2019A Interest Account of the Debt Service Fund, an amount from the Series 2019A Revenue Account equal to the interest on the Series 2019A Bonds due on such May 1 or November 1, less any amount on deposit in the Series 2019A Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each November 1, to the Series 2019A Principal Account of the Debt Service Fund, an amount from the Series 2019A Revenue Account equal to the principal amount of Series 2019A Bonds Outstanding maturing on such November 1, if any, less any amounts on deposit in the Series 2019A Principal Account not previously credited;

THIRD, no later than the Business Day next preceding each November 1, to the Series 2019A Sinking Fund Account of the Debt Service Fund, an amount from the Series 2019A Revenue Account equal to the principal amount of Series 2019A Bonds subject to sinking fund redemption on such November 1, if any, less any amount on deposit in the Series 2019A Sinking Fund Account not previously credited;

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FOURTH, not later than the Business Day next succeeding each Interest Payment Date, to the Series 2019A Debt Service Reserve Account, an amount from the Series 2019A Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement for the Series 2019A Bonds; and

FIFTH, the balance of any moneys remaining after making the foregoing deposits shall remain in the Series 2019A Revenue Account, unless pursuant to the Arbitrage Certificate it is necessary to make a deposit into the Rebate Fund, in which case the Issuer shall direct the Trustee in writing to make such deposit thereto.

Notwithstanding the foregoing, at any time the Series 2019A Bonds are subject to redemption on a date which is not a May 1 or November 1, the Trustee shall be authorized to transfer from the Series 2019A Revenue Account to the Series 2019A Interest Account, the amount necessary (together with any amounts in the Series 2019A Interest Account and not otherwise previously credited) to pay interest on the Series 2019A Bonds subject to redemption on such date.

Moneys held for the credit of the Series 2019A Revenue Account which are not otherwise required to be deposited pursuant to this Section shall be retained therein and applied on subsequent dates for the purposes and in the priority set forth above.

Series 2019B Pledged Revenues

Series 2019B Special Assessments (except for Prepayments of Series 2019B Special Assessments, which shall be deposited in the Series 2019B Prepayment Account) shall be deposited by the Trustee into the Series 2019B Revenue Account. The Trustee shall transfer from amounts on deposit in the Series 2019B Revenue Account of the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority:

FIRST, not later than the Business Day preceding each May 1 and November 1, to the Series 2019B Interest Account of the Debt Service Fund, an amount from the Series 2019B Revenue Account equal to the interest on the Series 2019B Bonds due on such May 1 or November 1, less any amount on deposit in the Series 2019B Interest Account not previously credited;

SECOND, no later than the Business Day next preceding each November 1, to the Series 2019B Principal Account of the Debt Service Fund, an amount from the Series 2019B Revenue Account equal to the principal amount of Series 2019B Bonds Outstanding maturing on such November 1, if any, less any amounts on deposit in the Series 2019B Principal Account not previously credited;

THIRD, [Reserved];

FOURTH, not later than the Business Day next succeeding each Interest Payment Date, to the Series 2019B Debt Service Reserve Account, an amount from the Series 2019B Revenue Account equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement for the Series 2019B Bonds; and

FIFTH, the balance of any moneys remaining after making the foregoing deposits shall remain in the Series 2019B Revenue Account, unless pursuant to the Arbitrage Certificate it is necessary to make a deposit into the Rebate Fund, in which case the Issuer shall direct the Trustee in writing to make such deposit thereto.

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Notwithstanding the foregoing, at any time the Series 2019B Bonds are subject to redemption on a date which is not a May 1 or November 1, the Trustee shall be authorized to transfer from the Series 2019B Revenue Account to the Series 2019B Interest Account, the amount necessary (together with any amounts in the Series 2019B Interest Account and not otherwise previously credited) to pay interest on the Series 2019B Bonds subject to redemption on such date.

Moneys held for the credit of the Series 2019B Revenue Account which are not otherwise required to be deposited pursuant to this Section shall be retained therein and applied on subsequent dates for the purposes and in the priority set forth above.

Investments

The Trustee shall, as directed by the District in writing, invest moneys held in the Series Accounts in the Debt Service Fund and any Series Bond Redemption Fund only in Government Obligations and certain types of securities described in the definition of Investment Securities. The Trustee shall, as directed by the District in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth in the Indentures. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to the provisions of the Indentures, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon request of the District, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided in the Indentures. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORMS OF SUPPLEMENTAL INDENTURES" attached hereto.

In the absence of written investment instructions from the District, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested. 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 District or otherwise. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries, and may charge its ordinary and customary fees for such trades.

Indenture Provisions Relating to Bankruptcy or Insolvency of a Landowner

The Indentures contain the following provisions which, pursuant to the Indentures, 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 at least three percent (3%) of the Series 2019A Special Assessments or at least three percent (3%) of the Series 2019B Assessments, as applicable, pledged to the Series 2019A Bonds or Series 2019B Bonds, respectively, 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"). The District acknowledges and agrees in the Indentures that, although the Series 2019 Bonds were issued by the District, the Owners of the Series 2019 Bonds are categorically the party with the ultimate financial

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stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer: (i) the District agrees that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the applicable Series of Series 2019 Bonds Outstanding, prior to 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 Proceedings or in any action related to a Proceeding that affects, either directly or indirectly, the applicable Series of Series 2019 Special Assessments relating to the applicable Series of Series 2019 Bonds Outstanding, the applicable Series of Outstanding Series 2019 Bonds or any rights of the Trustee under the applicable Indenture (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the applicable Series 2019 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent); (ii) the District will agree 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 applicable Series 2019 Special Assessments relating to the applicable Series 2019 Bonds Outstanding, the applicable Series 2019 Bonds Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee; (iii) the District will agree that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the applicable Series 2019 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent); (iv) the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the applicable Series 2019 Special Assessments relating to the applicable Series 2019 Bonds Outstanding would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the applicable Series 2019 Special Assessments relating the applicable Series 2019 Bonds Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to make any election under Section 1111(b) of the Bankruptcy Code; and

(v)	the District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceedings or take any other action in such Proceedings, which is adverse to Trustee's enforcement or the District's claim and rights with respect to the applicable Series 2019 Special Assessments relating to the applicable Series 2019 Bonds Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Series 2019 Special Assessments pledged to the Series 2019 Bonds Outstanding, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the provisions of the immediately preceding paragraphs, nothing in the Indentures shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance Assessments, and the District shall be free to pursue such claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for operation and maintenance Assessments in any Proceeding shall not be

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considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Series 2019 Special Assessments relating to the Series 2019 Bonds Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in clause (iv) above. See "BONDOWNERS' RISKS – Bankruptcy Risks" herein for more information.

Events of Default and Remedies

Each of the following shall be an "Event of Default" under the Indentures, with respect to a Series of Series 2019 Bonds:

(a)	if payment of any installment of interest on any Series 2019 Bond of such Series is not made when it becomes due and payable; or

(b)	if payment of the principal or Redemption Price of any Series 2019 Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or

(c)	if the District, for any reason, is rendered incapable of fulfilling its obligations under the Indenture or under the Act; or

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

(e)	if the District defaults in the due and punctual performance of any other covenant in the Indenture or in any Series 2019 Bond of such Series issued pursuant to the Master Indenture and such default continues for sixty (60) days after written notice requiring the same to be remedied shall have been given to the District by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the Holders of not less than a majority in aggregate principal amount of the Outstanding Series 2019 Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the District shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion; or

(f)	if on an Interest or Principal Payment Date or mandatory redemption date with respect to such Series of Series 2019 Bonds, the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Series 2019 Bonds therefrom on such payment dates (without regard to any amount available for such purpose in the Series Reserve Account); or

(h)	the Trustee is authorized under the provisions of the Indenture to withdraw funds from the Series Reserve Account, if any, for such Series of Series 2019 Bonds to pay Debt Service on the Series of Series 2019 Bonds or (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from such Series Reserve Account to pay Debt Service on such Series of Series 2019 Bonds).

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No Series of Bonds issued under the Master Indenture shall be subject to acceleration.

If any Event of Default with respect to a Series of Series 2019 Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Holders of not less than a majority of the aggregate principal amount of the Outstanding Series 2019 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 of such Series, including, without limitation, the right to require the District to carry out any agreements with, or for the benefit of, the Bondholders of the Series 2019 Bonds of such Series and to perform its or their duties under the Act;

(b)	bring suit upon the Series of Series 2019 Bonds;

(c)	by action or suit in equity require the District to account as if it were the trustee of an express trust for the Holders of the Series 2019 Bonds of such Series;

(d)	by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Series 2019 Bonds of such Series; and

(e)	by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of 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, then the District, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights under the Indentures as though no such proceeding had been taken.

Subject to the paragraph below, the Holders of a majority in aggregate principal amount of the Outstanding Series 2019 Bonds of a Series then subject to remedial proceedings under Article X of the Master Indenture shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Master Indenture.

No Bondholder shall have any right to pursue any remedy under the Indentures unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Holders of at least a majority of the aggregate principal amount of the Outstanding Series 2019 Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities (including attorneys' fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the Series 2019A Bonds and the Series 2019B Bonds are the collection of Series 2019A Special Assessments and Series 2019B Special Assessments, respectively, imposed on certain lands in the District specially benefited by the Series 2019 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY."

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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 Hillsborough County Tax Collector ("Tax Collector") or the Hillsborough 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 of the 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." 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: (1) the benefit from the District's CIP, including the Series 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 (2) the Series 2019 Special Assessments must be fairly and reasonably allocated across all such benefitted properties. The Methodology Consultant will certify at closing that these requirements have been met with respect to the Series 2019 Special Assessments.

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." Pursuant to the Indenture, the District has agreed to use its best efforts to adopt the Uniform Method for the levy, collection and enforcement of Special Assessments. To the extent the District is not able to collect Special Assessments through the Uniform Method, the District may elect to collect and enforce the Special Assessments pursuant to any other available method. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY." As lands are platted and sold, the Series 2019 Special Assessments will be added to the County tax roll and collected pursuant to the Uniform Method unless the timing for using the Uniform Method will not yet allow for using such 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.

Direct Billing & Foreclosure Procedure

As noted above, and pursuant to Chapters 170 and 190 of the Florida Statutes, 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
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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

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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 Series 2019 Special Assessments. See "BONDOWNER'S RISKS."

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.

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

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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 the cost of advertising and the applicable interest charge on the amount of such delinquent Taxes and Assessments. 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, penalties and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%).

If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest, which is currently 18%. The Tax Collector does not collect any money if tax certificates are issued, or "struck off," to the County. The County may sell such certificates to the public at any time after issuance, but before a tax deed application is made, at the face amount thereof plus interest at the rate of not more than 18% per annum, costs and a fee. 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. 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

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incurred for the service of notice required by statute, redemption of other tax certificates on the land, and the amount paid by such holder in applying 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. 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, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.

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 County may, at any time within ninety (90) days from the date of offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety (90) days have passed, any person or 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 of delinquency, unsold lands escheat to the County in which they are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

There can be no guarantee that the Uniform Method will result in the payment of 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."

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 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.

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Concentration of Land Ownership

As of the date of delivery of the Series 2019 Bonds, the Landowner owns all of the assessable lands within the Series 2019 Assessment Area of the District, which are the lands that will be subject to the Series 2019A Special Assessments and the Series 2019B Special Assessments securing the Series 2019A Bonds and the Series 2019B Bonds, respectively. Payment of the Series 2019 Special Assessments is primarily dependent upon their timely payment by the Landowner and the other future landowners owning lands subject to the Series 2019 Assessments. Non-payment of the Series 2019 Special Assessments by any of the landowners would have a substantial adverse impact upon the District's ability to pay debt service on the related Series of Series 2019 Bonds. See "THE LANDOWNER" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS" herein.

Bankruptcy and Related Risks

In the event of the institution of bankruptcy or similar proceedings with respect to the Landowner 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 Landowner and any other landowner 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 each Series of the Series 2019 Bonds under the applicable 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 Indentures 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 a Series of the Series 2019 Bonds could have a material adverse impact on the interest of the Owners thereof.

A 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the landowners/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Master Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an "Insolvent Taxpayer" (as previously defined). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS – Indenture Provisions Relating to Bankruptcy or Insolvency of a Landowner." The District cannot express any view whether such delegation would be enforceable.

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Series 2019 Special Assessments Are Non-Recourse

The principal security for the payment of the principal and interest on each Series of the Series 2019 Bonds is the timely collection of the related 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 Landowner 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 Landowners nor any subsequent landowners have any personal obligation to pay the Series 2019 Special Assessments. Neither the Landowner nor any subsequent landowners are guarantors of payment of any Series 2019 Special Assessment, and the recourse for the failure of the Landowner or any subsequent landowner to pay the Series 2019 Special Assessments is limited to the collection proceedings against the land subject to such unpaid Series 2019 Special Assessments, 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 Landowner or subsequent landowners to pay the Series 2019 Special Assessments is a relevant factor, the willingness of the Landowners or subsequent landowners to pay the Series 2019 Special Assessments, which may also be affected by the value of the land subject to the Series 2019 Special Assessments, is also an important factor in the collection of Series 2019 Special Assessments. The failure of the Landowner 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 corresponding Series of Series 2019 Bonds.

Regulatory and Environmental Risks

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

The value of the land within the District, the success of the Development, the development of the Series 2019 Assessment Area 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. See "THE DEVELOPMENT – Environmental" for information on environmental site assessments obtained or received. Nevertheless, it is possible that hazardous environmental conditions could exist within the District or in the vicinity of the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District. No assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future, whether originating within the District or from surrounding property, and what effect such may have on the development or sale of the lands in the Series 2019 Assessment Area.

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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 development of the Series 2019 Assessment Area and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Landowner. Moreover, the Landowner has the right to modify or change plans 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.

Other Taxes and Assessments

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 owners' and homeowners' associations. See "THE DEVELOPMENT – Taxes, Fees and Assessments" for additional information.

Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the 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.

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Limited Secondary Market for Series 2019 Bonds

The Series 2019 Bonds may not constitute liquid investments, 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 for 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 each Series of the Series 2019 Bonds, depending on the progress of development of the Development and the lands within the Series 2019 Assessment Area, as applicable, 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 a Series of the Series 2019 Bonds because of the Reserve Accounts corresponding to each Series. The ability of the Reserve Accounts to fund deficiencies caused by delinquencies in the corresponding Series 2019 Special Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in each Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in each Reserve Account to make up deficiencies. If the District has difficulty in collecting the Series 2019 Special Assessments, the Reserve Accounts would be rapidly depleted and the ability of the District to pay debt service on the corresponding Series of Series 2019 Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the applicable Reserve Account and such other Funds, Accounts and subaccounts created under the applicable Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact a Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the corresponding Series 2019 Special Assessments in order to provide for the replenishment of the applicable Reserve Account.

THE SERIES 2019A DEBT SERVICE RESERVE ACCOUNT IS NOT AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2019B BONDS, AND THE SERIES 2019B DEBT SERVICE RESERVE ACCOUNT IS NOT AVAILABLE TO PAY DEBT SERVICE ON THE SERIES 2019A BONDS.

See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS – Reserve Accounts" herein for more information about the Reserve Accounts.

Legal Delays

If the District should commence a foreclosure action against a landowner for nonpayment of Series 2019 Special Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the corresponding Series of the Series 2019 Bonds to allow funds on deposit under the related Indenture to be used to pay the costs of the foreclosure actions. Under the Code, there are limitations on the amounts of proceeds from each Series of the Series 2019 Bonds that can be used for such purpose.

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IRS Examination and Audit Risk

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

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

It has been reported that the IRS has closed audits of other community development districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general

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elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. [Currently, ____ of the members of

the Board of the District were elected by the landowners and ___ were elected by qualified electors.] The Landowner will certify as to its expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act, and its expectations as to compliance with the Act by any members of the Board that it elects. Such certification by the Landowner does not ensure that such certification shall be determinative of, or may influence the outcome of any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of either Series of the 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 INDENTURES DO NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES 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 (the "Securities Act"), or any state securities laws, because of the exemption for political subdivisions, 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 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 relating to securities issued by political subdivisions. In that event, the Owners of the Series 2019 Bonds would need to ensure that subsequent

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transfers of the Series 2019 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.

Federal Tax Reform

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2019 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2019 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2019 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2019 Bonds. Prospective purchasers of the Series 2019 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation as well as the impact of federal legislation enacted in December 2017. See also "TAX MATTERS."

State Tax Reform

It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report 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 190.16(14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the … assessments… and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not impair the rights or remedies of such holders."

Insufficient Resources or Other Factors Causing Failure to Complete the Series 2019 Project or the Construction of Homes within the Series 2019 Assessment Area

The cost to finish the Series 2019 Project will exceed the net proceeds from the Series 2019 Bonds. There can be no assurance, in the event the District does not have sufficient moneys on hand to complete the Series 2019 Project, that the District will be able to raise, through the issuance of additional bonds or otherwise, the moneys necessary to complete the Series 2019 Project. Further, pursuant to the Indentures, the District will limit its ability to issue additional Bonds or other debt obligations secured by Special Assessments on assessable lands within the Series 2019 Assessment Area until the conditions set forth in the Indentures are satisfied. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS – Additional Bonds" for more information.

Although the Landowner will agree to fund or cause to be funded the completion of the Series 2019 Project regardless of the insufficiency of proceeds from the Series 2019 Bonds and will enter into a

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completion agreement with the District as evidence thereof, there can be no assurance that the Landowner will have sufficient resources to do so. Such obligation of the Landowner is an unsecured obligation. The Landowner is a special-purpose entity whose assets consist primarily of its interests in the District Lands. See "THE LANDOWNER" herein for more information.

Further, there is a possibility that, even if the Series 2019 Assessment Area is developed, the Landowner may fail to enter into contracts with homebuilders to purchase lots within the Series 2019 Assessment Area, and such failure would negatively impact the construction of homes in the Series 2019 Assessment Area.

Payment of Series 2019 Special Assessments after Bank Foreclosure

In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the 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.

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ESTIMATED SOURCES AND USES OF FUNDS

				Series 2019A	Series 2019B	
Source of Funds		Bonds		Bonds	
										
	Par Amount		$_________	$_________	
	(Original Issue Discount)	_________	_________	
	Total Sources	$_________	$_________	
Use of Funds							
					
	Deposit to Series 2019A Acquisition and Construction Account	$_________	$_________	
	Deposit to Series 2019B Acquisition and Construction Account	_________	_________	
	Deposit to Series 2019A Capitalized Interest Subaccount(1)	_________	_________	
	Deposit to Series 2019B Capitalized Interest Subaccount(1)	_________	_________	
	Deposit to Series 2019A Debt Service Reserve Account	_________	_________	
	Deposit to Series 2019B Debt Service Reserve Account	_________	_________	
	Costs of Issuance, including Underwriter's Discount(2)	_________	_________	
	Total Uses	$_________	$_________	
___________________								

(1)	Capitalized interest through _______________, 20__.
(2)	Costs of issuance includes, without limitation, legal fees and other costs associated with the issuance of the Series 2019 Bonds.

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					DEBT SERVICE REQUIREMENTS					
The following table sets forth the scheduled debt service on the Series 2019 Bonds:		
Year Ended			Series 2019A Bonds			Series 2019B Bonds		Total	
November 1		Principal		Interest	Principal	Interest	Debt Service	

Totals

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THE DISTRICT

General Information

The District was established by Ordinance No. 07-14 enacted by the Board of County Commissioners of Hillsborough County, Florida (the "County") enacted on May 8, 2007 and effective May 11, 2007, as supplemented by Ordinance 15-18 enacted on July 21, 2015 under the provisions of the Act. The boundaries of the District include approximately 1,010.64 gross acres of land (the "District Lands") located just east of Interstate 75 and U.S. Highway 301, between Balm Riverview Road and Balm Boyette Road, in a portion of the southeastern County known as Riverview. The District Lands lie within an approximately 1,038-acre area approved as a planned development known as Triple Creek. See "THE DEVELOPMENT" herein 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 was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter. The District is classified as an independent district under Chapter 189, Florida Statutes.

Among other provisions, the Act gives the District's Board of Supervisors the authority to, among other things, (a) plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate and maintain systems and facilities for, among other things: (i) water management and control for lands within the District and to connect any of such facilities with roads and bridges; (ii) water supply, sewer and waste-water management, reclamation and reuse systems or any combination thereof and to construct and operate connecting intercept 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 to dispose of any effluent, residue, or other byproducts of such system or sewer system; (iii) District roads equal to or exceeding the specifications of the county in which such District roads are located and street lights, landscaping, hardscaping and undergrounding of electric utility lines; and (iv) with the consent of the local general-purpose government within the jurisdiction of which the power is to be exercised, parks and facilities for indoor and outdoor recreational uses and security; (b) borrow money and issue bonds of the District; (c) impose and foreclose special assessments liens as provided in the Act; and (d) exercise all other powers, necessary, convenient, incidental or proper in connection with any of the powers or duties of the District stated in the Act.

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 owner of lands of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Series 2019 Bonds.

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Board of Supervisors

The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). Within ninety (90) days of appointment of the initial Board, Supervisors were elected on an at-large basis by the owners of property within the District. The two Supervisors receiving the most votes at this initial election received four year terms, and the three remaining Supervisors received two year terms. Subsequent landowner elections are then held every two years in November, with three Supervisor seats up for election. At such subsequent landowner elections, the two candidates receiving the highest number of votes receive four year terms, with the remaining candidate receiving a two year term. Generally stated, at each landowner election, each landowner is entitled to cast one vote for each acre of land owned with fractions thereof rounded upward to the nearest whole number, or one vote per platted lot. Commencing six years after the initial appointment of Supervisors and when the District attains a minimum of two hundred and fifty (250) qualified electors, Supervisors whose terms are expiring will begin to be elected to by qualified electors of the District. A "qualified elector" in this instance is any person at least eighteen (18) years of age who is a citizen of the United States, a legal resident of Florida and of the District, and who is also registered to vote with the Supervisor of Elections for the County. Any candidate elected through a "qualified elector" election receives a four year term.

Notwithstanding the foregoing, if at any time the Board proposes to exercise its ad valorem taxing power, prior to the exercise of such power, it shall call an election at which all Supervisors shall be qualified electors and shall be elected by qualified electors in the District. Elections subsequent to such decision shall be held in a manner such that the Supervisors will serve four-year terms with staggered expiration dates in the manner set forth in the Act.

The Act provides that it shall not be an impermissible conflict of interest under Florida law governing public officials for a Supervisor to be a stockholder, officer or employee of a landowner or of any entity affiliated with a landowner.

At the time of the sale of the Series 2019 Bonds, ___ members of the Board of Supervisors were elected by qualified electors and ___ members were elected by the landowners. The current members of the Board and the expiration of the term of each member are set forth below:†

	Name		Title		Term Expires	
									
Graydon E. Miars*	Chair	November 2020	
Keith Turney	Vice Chair	November 2020	
Marc Carlton	Assistant Secretary	November 2022	
Shawn Swift	Assistant Secretary	November 2022	
George Alexander Garces	Assistant Secretary	November 2020	

*	Employee of, or affiliated with, the Landowner or a Landowner affiliate.

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

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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 Rizzetta & Company, Inc., Tampa, Florida, to serve as its district manager ("District Manager"). The District Manager's office is located at 9428 Camden Field Parkway, Riverview, Florida 33578.

The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Akerman LLP, Jacksonville, Florida, as Bond Counsel; Scarola Associates Engineering Design and Land Consultants, P.A., Apollo Beach, 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 and to serve as Dissemination Agent for the Series 2019 Bonds.

Outstanding Indebtedness

The District previously issued its $3,180,000 Special Assessment Bonds, Series 2012 (the "Series 2012 Bonds") to finance a portion of Phase 1 of the Development. The Series 2012 Bonds are secured by the Series 2012 Special Assessments levied on the Phase 1 lands. The Phase 1 lands are separate and distinct from the District Lands that will be subject to the Series 2019 Special Assessments securing the Series 2019 Bonds. The Series 2012 Bonds are currently outstanding in the aggregate principal amount of $2,960,000.

The District also previously issued its $12,760,000 Special Assessment Bonds, Series 2017A (the "Series 2017A Bonds") and its $9,850,000 Special Assessment Bonds, Series 2017B (the "Series 2017B Bonds") to finance a portion of the infrastructure in Phases 2, 3 and 4 of the Development. The Series 2017A Bonds are secured by the Series 2017A Special Assessments, which were initially levied on all of the lands in Phases 2, 3 and 4 of the District (the "2017A Assessment Area"). The Series 2017B Bonds are secured by the Series 2017B Special Assessments, which were initially levied on all of the lands in Phases 3 and 4 of the District (the "2017B Assessment Area"). The lands in the 2017A Assessment Area and the 2017B Assessment Area are separate and distinct from the District Lands that will be subject to the Series 2019 Special Assessments. The Series 2017A Bonds are currently outstanding in the aggregate principal amount of $9,425,000, and the Series 2017B Bonds are currently outstanding in the aggregate principal amount of $5,925,000.

The District also previously issued its $7,550,000 Special Assessment Bonds, Series 2018A (the "Series 2018A Bonds") to finance a portion of the infrastructure corresponding to Villages G2, I and J (the "2018A Assessment Area"). The Series 2018A Special Assessments are separate and distinct from the District Lands that will be subject to the Series 2019 Special Assessments. The Series 2018A Bonds are currently outstanding in the aggregate principal amount of $7,550,000.

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THE MASTER CAPITAL IMPROVEMENT PLAN AND THE SERIES 2019 PROJECT

Master Capital Improvement Plan

The District consists of approximately 1,010.64 acres and is planned to contain approximately 2,045 units and various non-residential uses to be developed over seven phases. The District has adopted its Amended and Restated Master Capital Improvement Plan dated April 11, 2016, as supplemented by its Supplemental Engineering Report dated April 16, 2019 (the "Engineer's Report"). In the Engineer's Report, the District Engineer estimates the costs of the Master Capital Improvement Plan (the "CIP") to be approximately $70,952,587. The CIP is a master system of improvements benefitting all land within the District. The CIP costs are broken down as follows:

									Phases 5-7			
			Phases 2-4	Phases 2-4	Master &			
	Phase 1			Master			Village		Village	Total CIP	
														
$14,713,609	$11,871,253	$17,414,633	$26,953,092	$70,952,587	

Development of Phase 1, which included certain master infrastructure for the Development and village infrastructure for 383 lots in Phase 1, is complete and was financed in part by the Series 2012 Bonds. Master infrastructure for Phases 2 through 4 (Villages E, F1, F2, G1, G2, I, J, K and L) and village infrastructure for Phases 2, 3 and a portion of 4 (consisting of Villages E, F1, F2, G1, K and L) was financed by the Series 2017 Bonds and is [substantially/complete, with homebuilders actively building homes.] The village infrastructure for Villages G2, I and J in the remaining portion of Phase 4 was financed in part by the Series 2018A Bonds and is [progressing / substantially complete].

The master and village infrastructure for Villages H and M in Phase(s) ____ will be financed in

part by the Series 2019 Bonds. The master and village infrastructure for the remaining Villages in Phases 5-7 is expected to be financed in the future by the District through the issuance of additional bonds.

Series 2019 Project

Detailed information concerning the Series 2019 Project is contained in the Engineer's Report attached hereto as APPENDIX C. The information in this section is qualified in its entirety by reference to such Engineer's Report, which should be read in its entirety.

The "Series 2019 Project" consists of the public infrastructure associated with the development of 392 residential lots planned in Villages H and M. The total cost of the Series 2019 Project is approximately $13,643,078. The Series 2019 Project includes roadways, water management, landscape and hardscape for Villages H and M. A summary of the estimated costs of the Series 2019 Project is set forth in the following table and more information is available in the Engineer's Report:

			Village H		Village M			Total	
	Improvements			(170 lots)				(222 lots)			(392 lots)	
															
Roadway			$1,032,850	$1,777,613	$ 2,810,463	
Water Management & Control	$2,009,024	$2,897,130	$ 4,906,154	
Water Supply	$  399,450	$  496,000		$  895,450	
Wastewater Management	$  431,650	$  751,830	$ 1,183,480	
Landscape/Hardscape/Recreation	$	350,000	$1,241,685	$ 1,591,682	
20% Contingency & Professional Fees		$	844,595	$1,429,252	$ 2,273,847	
									
	Totals*	$5,067,569	$3,485,345	$13,643,078	
__________________
* Totals may not add due to rounding.

39

The Series 2019 Project will commence in the _______ quarter of [2019] and is expected to be
completed by the ________ quarter of [2020.] See "THE DEVELOPMENT – Development Status" for a

discussion of the timing of development.

The proceeds from the Series 2019 Bonds will be used to fund approximately $ 12.4 million* of the Series 2019 Project. The proceeds will be restricted to fund village improvements for individual Villages in the amounts set forth below. The Landowner will enter into a completion agreement with the District agreeing to complete or cause the completion of the Series 2019 Project not funded with the Series 2019 Bonds. See "BONDOWNERS RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the Series 2019 Project or the Construction of Homes within the Series 2019 Assessment Area."

	Village H			Village M	
						
$5,5750,000*	$6,860,000*	

See "APPENDIX C: ENGINEER'S REPORT" for additional information regarding the components of the CIP and the estimated costs.

[Remainder of page intentionally blank.]

* Preliminary, subject to change.

40

ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS

The Master Special Assessment Allocation Report dated May 17, 2016, as supplemented by the Preliminary Supplemental Special Assessment Allocation Report for the Series 2019 Bonds dated May 21, 2019 (collectively, the "Assessment Methodology"), which allocates the Series 2019A Special Assessments and the Series 2019B Special Assessments to certain lands within the District has been prepared by Rizzetta & Company, Inc., Tampa, Florida (the "Methodology Consultant"). See "EXPERTS" herein for more information. The Assessment Methodology is included herein as APPENDIX D. Once the final terms of the Series 2019 Bonds are determined, the Assessment Methodology will be amended to reflect such final terms. Once levied and imposed, the Series 2019A Special Assessments and the Series 2019B Special Assessments are first liens on the lands within the District against which they are assessed until paid or barred by operation of law, co-equal with one another to the extent levied on the same lands and with other taxes and assessments levied by the District and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The Series 2019A Bonds are payable from and secured solely by the Series 2019A Pledged Revenues, which consist primarily of the revenues received by the District from the Series 2019A Special Assessments. The Series 2019A Special Assessments will be initially levied on all of the lands in Villages H and M, totaling ___ gross acres (the "Series 2019 Assessment Area") on an equal per acre basis. At the time parcels are platted or otherwise subdivided into platted units, the debt will be transferred from the acres to platted lots in accordance with the Assessment Methodology. It is anticipated that the Series 2019A Special Assessments will be assigned to 392 platted lots, which are expected to consist of 170 lots in Village H and 222 lots in Village M. See "APPENDIX D: ASSESSMENT METHODOLOGY" for more information.

The Series 2019B Bonds are payable from and secured solely by the Series 2019B Pledged Revenues, which consist primarily of the revenues received by the District from the Series 2019B Special Assessments. The Series 2019B Special Assessments will be initially levied on an equal per acre basis on all of the lands in the Series 2019 Assessment Area. At the time parcels are platted or otherwise subdivided into platted units, the debt will be transferred from the acres to the 392 platted lots planned for the Series 2019 Assessment Area in accordance with the Assessment Methodology. It is anticipated that the Series 2019B Special Assessments will be paid and released as individual lots are conveyed to builders or end users. See "APPENDIX D: ASSESSMENT METHODOLOGY" for more information.

Upon platting and absorption, the estimated Series 2019 Special Assessments levied and allocated to platted units to pay debt service on the Series 2019 Bonds and the estimated par per unit for the Series 2019 Bonds are expected to be as follows:

[Remainder of page intentionally left blank.]

41

						2019A	2019B		Total	Annual 2019A	Annual 2019B	Total Annual	
			# of Units	Total Par	Total Par		2019 Par	Assessments	Assessments	Assessments	
	Village			Planned	Per Unit(1)	Per Unit(1)(2)		Per Unit(1)		Per Unit(1)		Per Unit(1)(2)		Per Unit(1)	
																				
Village H																		
50'		137		$21,726		$15,250	$39,976	$1,563		$867		$2,430		
60'		33		$26,071		$17,433	$43,504	$1,875		$991		$2,866		
	Total:	170																
Village M																		
40'		58		$17,381		$13,068	$30,449	$1,250		$743		$1,993		
50'		129		$21,726		$15,250	$39,976	$1,563		$867		$2,430		
60'		35		$26,071		$17,433	$43,504	$1,875		$991		$2,866		
	Total:	222																
	Total	392																
___________________________

(1)	Allocation of Series 2019A Special Assessments is based on target assessment levels. Allocation of Series 2019B Special Assessments is based on the difference between the EAU allocation and target assessment levels for the Series 2017A Bonds. Prior to issuance, the District will recognize a contribution in lieu of assessments for the Series 2019 Assessment Area in the amount of $345,867. Assessments include estimated County collection costs/payment discounts. Series 2019A Special Assessments will be assigned on a first-platted first-assessed basis, and the above chart is based on expected platting, which is subject to change.

(2)	See footnote (1) above for a discussion of the allocation of the Series 2019B Special Assessments. The Series 2017B Special Assessments are interest only until final maturity. At the time of closing on lots with a homebuilder, the Landowner expects to prepay in full the Series 2019B Special Assessments levied on such lots; however, the numbers set forth here reflect the estimated par per unit and annual assessment levels without such prepayment taking place.

The District also anticipates levying assessments to cover its operation and administrative costs. The land within the District has been and will continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the 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 Board of Hillsborough County each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. See also "THE DEVELOPMENT – Taxes, Fees and Assessments."

The District anticipates issuing additional bonds in the future to complete the development of District Lands; however, the Indentures contain certain limitations on the issuance of such additional bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2019 BONDS – Additional Obligations."

A map depicting the Development and its planned Villages and phasing is set forth on the following page.

42

N

W-~-	E

I

s

43	

VILLAGEP	~

[1 42 LOTS]
98. 50'LOTS	_...-~·-1

44. 60'LOTS

VILLAGEN -

[1 65 LOTS]

128 • 50'LOTS

37 -60'LOTS

VILLAGE M (PH1) -	--

(222 LOTS]

56 • 40'LOTS (FL)

129 • 50'LOIS

35 ·60'LOTS

VILLAGE I	~..

:lolllrl J.l'" t.0  ,f:Flll
72	·40'RL LOTS

91	- 50' FL LOTS

VILLAGEJ

24	- 40'RL LOTS

33	• 50'FL LOTS
19.	60'FL LOTS

VILLAGE G2
57-5D'LOTS

53-60'LOTS

·-	VILLAGE G1

50 • 50'LOTS

26 - 60'LOTS

\_ VILLAGEO
65 • 75x120'LOTS

(not shown below)

VILLAGE H

137 - 50'LOTS
33 . 60'LOTS	LOT MIX

40 FOOT FRONT & REAR LOAD

•	50 FOOT CONVENTIONAL

	60 FOOT CONVENTIONAL

	65 FOOT CONVENTIONAL

MARCH 20. 2019

The following information appearing below under the captions "THE DEVELOPMENT" and "THE LANDOWNER" has been furnished by the Landowner 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, Bond Counsel, or the Underwriter or its counsel, and no person other than the Landowner makes any representation or warranty as to the accuracy or completeness of such information supplied by it.

The following information is provided by the Landowner as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Landowner's obligation to pay the Series 2019 Special Assessments is no greater than the obligation of any other subsequent landowners within the Series 2019 Assessment Area of the District. The Landowner is not a guarantor of payment as to any land within the District, and the recourse for the Landowner's failure to pay is limited to its ownership interests in the land.

THE DEVELOPMENT

General

The District's approximately 1,010.64 gross acres lie within an approximately 1,038-acre area designated by the Hillsborough County Board of County Commissioners, pursuant to Zoning Petition PD 98-0812, as modified by PRS 11-0037 and PRS 16-1223 (collectively, the "PD Approval"), as a planned development known as Triple Creek (the "Development"). A portion of the land within the Development is to be dedicated for public use for schools, libraries, parks and fire stations. Subject to certain conditions contained in the PD Approval, the Development is zoned for construction of up to 2,045 single- and multi-family residential units of various sizes, a school site and 19,000 square feet of commercial use (commercial uses are located outside the District). The Development features a 50-acre natural lake, many wetland conservation areas and rolling topography and is bordered on two sides by County preservation land.

The Development is located in the southeastern unincorporated part of the County in the Riverview area, which is part of the greater metropolitan Tampa Bay area and is situated just east of Interstate 75 and U.S. Highway 301, between Balm Riverview Road and Balm Boyette Road. The Development is accessible from the Crosstown Expressway and Interstate 4, which are both within a 15-minute drive. Major shopping, dining, entertainment, and services of the main Brandon area are all available within a 15-minute drive, and downtown Tampa, Channelside, and Historic Ybor are all within a 25-minute drive via the Crosstown Expressway. The FishHawk Ranch area and the Big Bend Road-U.S. 301 intersection offer a wide range of national, regional, and local retailers, restaurants, and entertainment. The Development is expected to include an approximately 3,500 square foot recreational center with a pool, fitness center, social spaces, green spaces, parks, playgrounds, walking trails, a natural lake, and natural preserve areas.

The District Lands are planned to contain 2,045 residential units. Phase 1, which contains 383 residential lots, was financed in part by the Series 2012 Bonds. Phases 2, 3 and 4, which contain 898 residential lots, were financed in part by the District's Series 2017A Bonds, Series 2017B Bonds and Series 2018 Bonds. The remaining phases in the Development, Phases 5, 6 and 7, are currently entitled for an additional 764 residential lots. Villages H and M, which are located within Phase(s) ____, are

planned for 392 lots and will be financed in part with proceeds of the Series 2019 Bonds. A summary development plan by phase for Development lands within the District is set forth below:

44

		2012						2018A	2019		Future						
		Bonds		2017 Bonds		Bonds		Bonds		Bonds						
Product*	Phase 1		Phase 2, 3 &		Remaining		Phase(s) _		Remaining		Total Planned		
			Portion of 4†		Phase 4†				Phases 5-7				
																				
SF 40' Lots	40		17	96	58	___	___		
SF 50' Lots	189	372	181	266	___	___		
SF 60' Lots	49		160	72	68	___	___		
SF 65' Lots	79		0		0		0		0		79			
SF 75' Lots		26		0		0		0		0		26			
																					
		383	549	349	392	372	2045		

___________________________
* Subject to change

†	Villages G2, I and J, located in a portion of Phase 4, are shown only under "2018A Bonds"; however, lands in Villages G2, I and J are also subject to the Series 2017B Special Assessments.

In the future, upon completion of a significant portion of the residential component of the Development, the "Village Center" will be developed outside of, but immediately adjacent to the District, and is expected to contain commercial spaces including professional offices and retail uses, as well as multi-family residential units. The Development is expected to attract middle-income move-up couples and families who want to live in a traditional community.

Update on Prior Phases

Phase 1

The District issued its Series 2012 Bonds in the original principal amount of $3,180,000 on June 28, 2012 to finance a portion of the infrastructure associated with 383 lots in Phase 1 of the District. The total cost to develop Phase 1 was approximately $14,713,609. All 383 lots are fully developed. M/I Homes owned 44 lots at the time of the issuance of the Series 2012 Bonds. In 2012, the Landowner sold 172 previously developed lots in Phase 1 to Lennar Homes, LLC in a single bulk sale, for an aggregate purchase price of $5,713,500.00, consisting of 26 forty-foot (40') lots, 101 fifty-foot (50') lots, and 45 sixty-foot (60') lots. In July 2014, the Landowner sold 167 Phase 1 lots to Mattamy Homes for a purchase price of $9,056,105. Homebuilding in Phase 1 is complete and all homes were owned by homeowners.

Phases 2, 3 and 4

The District issued is Series 2017A Bonds in the original principal amount of $12,760,000 and its Series 2017B Bonds in the original principal amount of $9,850,000 on February 14, 2017, which were used to finance the master infrastructure for Phases 2, 3, and 4 and the village infrastructure for Phases 2, 3 and a portion of 4 (corresponding to Villages E1, E2, E3, F1, F2, F3, G1, K and L therein, such Villages referred to herein as the "2017A Assessment Area"). Construction of the master infrastructure for Phases 2 and 3 is complete. [Construction of the master infrastructure for Phase 4 is expected to be complete by the first quarter of 2019.]

Construction of the village infrastructure for the 2017 Assessment Area has commenced and is ongoing. As of May __, 2019, 546 finished lots in the 2017 Assessment Area have been sold and closed to homebuilders, and approximately [65] homes have been sold and closed to homeowners. Builders in the 2017A Assessment Area include Mattamy Homes, Lennar Homes, Homes by West Bay.

45

The District also issued its Series 2018A Bonds in the original principal amount of $7,550,000 to finance the village infrastructure for the remaining portion of Phase 4 (corresponding to Villages G2, I and J, such Villages referred to herein as the "2018A Assessment Area"). Construction of the 2018A Assessment Area has commenced and is ongoing. The Landowner expects lot closings to Lennar and Homes by WestBay to occur in _______, 20__.

Land Acquisition

The Landowner acquired all of the land within the District for approximately $15,700,000 in April 2010, which included Phase 1 which was partially developed at that time. It is estimated that the prior landowner had spent approximately $9,959,000 in land development costs at the time of acquisition. [The Landowner's interest in the District Lands are not subject to a mortgage.]

Development Finance Plan

The Series 2019 Project, which consists of the public infrastructure associated with Villages H and M, has an estimated cost of approximately $13,643,078. Proceeds of the Series 2019 Bonds in the amount of approximately $12.4 million* will be available to fund the costs of the Series 2019 Project. As of May ____, 2019, the Landowner has spent approximately $_____ on costs of the Series 2019 Project.

The Landowner will enter into a completion agreement with the District agreeing to complete or cause the completion of the Series 2019 Project not funded with the Series 2019 Bonds. The Landowner will also fund and cause to be completed the offsite development requirements associated with the Series 2019 Assessment Area and the development of the 392 lots planned for the Series 2019 Assessment Area that are not included in the Series 2019 Project. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the Series 2019 Project or the Construction of Homes within the Series 2019 Assessment Area."

Development Status

The Series 2019 Bonds will be secured by the Series 2019 Special Assessments levied on the Series 2019 Assessment Area. The Series 2019 Assessment Area encompasses approximately ____ gross

acres of land and is planned for 392 residential units, comprised of single-family homes being developed in Villages H and M.

The Landowner's current anticipated development plans for the Series 2019 Assessment Area are set forth below.

Product Type	Village H		Village M		Total		
									
Single-family 40'	-	58	58		
Single-family 50'	137	129	266		
Single-family 60'	33	35	68		
						
Totals	170	222	392		

Construction of the Series 2019 Project will commence in the ______ quarter of 2019 and is

expected to be completed in the _______ quarter of [2020].

* Preliminary, subject to change.

46

Residential Product Offerings

The following table reflects the Landowner's current expectations for the villages to be constructed in the Series 2019 Assessment Area along with the number of developable units, bedrooms, bathrooms, square footages, estimated average purchase prices per developed lots and estimated average home prices, all of which are subject to change [TO BE UPDATED].

									Estimated Price per	Estimated	
Product		Units		Square Feet		Beds/ Baths		Developed Lot		Home Prices	
Single Family 40'	58		2,200	3/2	[$40,000]		[$272,800]	
Single Family 50'	266	2,800	3/2	[$57,500]		[$300,000]	
Single Family 60'	68		3,200	4/3	[$67,500]		[$327,500]	
												
Total	392									

The Landowner anticipates that approximately [120 to 160] homes in the Series 2019 Assessment Area will be sold per year. This anticipated absorption rate is based upon estimates and assumptions made by the Landowner that are inherently uncertain, though considered reasonable by the Landowner, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Landowner. As a result, there can be no assurance such absorption rate will occur or be realized in the timeframe anticipated. See "BONDHOLDERS' RISKS" herein.

The Development is expected to attract middle-income couples seeking a traditional neighborhood lifestyle in a well-amenitized natural environment community.

Development Approvals

Zoning and Concurrency

[TO BE UPDATED: Pursuant to the PD Approval, and subject to the conditions set forth therein, all zoning approvals have been received to permit the development and construction of the 2,045 planned residential units (including the 383 lots platted and completed in Phase 1, as described above), as well as the commercial portions of the Development described herein. A Development Agreement between the Landowner and the County dated March 22, 2011, as amended and restated on December 13, 2016 (the "Development Agreement"), identifies certain offsite concurrency improvements associated with the development of the Series 2019 Assessment Area which are not included in the Series 2019 Project. Under the amended Development Agreement, as to transportation concurrency:

[(a) The next 400 lots of the Development (being a portion of Phases 2, 3 and 4 of the Development, but referred to collectively as Phase 2 in the Development Agreement) are vested upon construction plans being approved by the County for an extension of Big Bend Road (a/k/a Triple Creek Boulevard) from its existing terminus to the next roundabout and financial security being delivered to the County therefor. The County has approved the construction plans for this section of Big Bend Road, and the Landowner has provided the County with financial security therefor.]

(b)	The next 498 lots and 19,000 square feet of commercial will be vested upon dedicating a stormwater pond and completing the design and engineering of the traffic signal at the intersection of Big Bend Road and Balm Riverview Road.]

All other concurrency requirements, including concurrency letters from utility providers, to be satisfied as a condition precedent to commencement of construction of homes as contemplated for the Development in the Engineer's Report have been received or are expected to be received in due course.]

47

Permits

[To come]

A detailed list of the permits required for construction of the Development as contemplated in the Engineer's Report are set forth as Figure 3 in the Engineer's Report, attached hereto as APPENDIX C. The District Engineer has indicated that all permits necessary to construct the District's CIP, including the 2019 Project, have either been obtained or are expected to be obtained in the ordinary course and the District's Engineer will certify at the closing of the Series 2019 Bonds that there are no known issues which would prevent permits necessary for the installation of the infrastructure for the Development from being obtained.

Environmental

The Landowner obtained a Phase 1 Environmental Site Assessment dated March 2010 ("Environmental Report") as to the 1,017 acres within the District. The Environmental Report found no "recognized environmental conditions" on the land within the District.

Recreational Amenities

An approximately 1,500-square foot clubhouse was constructed in 2012 in conjunction with the development of Phase 1. The District also completed a second recreational amenity in ______ 2019,

which consists of a clubhouse of up to 5,000 square feet with a fitness center, and a 2,000-square foot outdoor covered area in the form of a sports complex, with a pool, outdoor deck area and tennis and volleyball courts. In addition, the District will construct a third amenity, which is planned to consist of a recreational cabana facility with a pool ("Recreational Facility #3). Construction of Recreational Facility #3 [commenced/is expected to commence] in the ___ quarter of 2019 and be completed by the ____

quarter of 20__. The estimated cost of Recreational Facility #3 is approximately $__ million and is being financed by ____________. Park areas, playgrounds and pedestrian-friendly trails are also planned for the Development.

Schools

Schools for the Development are currently Summerfield Elementary School, Eisenhower Middle School and East Bay High School, which each received a grade of C from the Florida Department of Education for 2018 (the most recent year for which grades are available), and are located approximately 1.5 miles, 6 miles and 6 miles, respectively, from the Development. School assignments are subject to change by the School Board of Hillsborough County, and there is no guaranty that school-age children residing in the Development will be assigned to the schools closest to the Development.

Taxes, Assessments and Fees

All landowners within the District are subject to annual property taxes and special assessments, as described below. Upon platting and absorption, the Series 2019 Special Assessments levied and allocated to platted units to pay debt service on the Series 2019 Bonds and the par per unit for the Series 2019 Bonds are estimated to be as follows:

48

						2019A	2019B		Total	Annual 2019A	Annual 2019B	Total Annual	
			# of Units	Total Par	Total Par		2019 Par	Assessments	Assessments	Assessments	
	Village			Planned	Per Unit(1)	Per Unit(1)(2)		Per Unit(1)		Per Unit(1)		Per Unit(1)(2)		Per Unit(1)	
																				
Village H																		
50'		137		$21,726		$15,250	$39,976	$1,563		$867		$2,430		
60'		33		$26,071		$17,433	$43,504	$1,875		$991		$2,866		
	Total:	170																
Village M																		
40'		58		$17,381		$13,068	$30,449	$1,250		$743		$1,993		
50'		129		$21,726		$15,250	$39,976	$1,563		$867		$2,430		
60'		35		$26,071		$17,433	$43,504	$1,875		$991		$2,866		
	Total:	222																
	Total	392																
___________________________

(1)	Allocation of Series 2019A Special Assessments is based on target assessment levels. Allocation of Series 2019B Special Assessments is based on the difference between the EAU allocation and target assessment levels for the Series 2017A Bonds. Prior to issuance, the District will recognize a contribution in lieu of assessments for the Series 2019 Assessment Area in the amount of $345,867. Assessments include estimated County collection costs/payment discounts. Series 2019A Special Assessments will be assigned on a first-platted first-assessed basis, and the above chart is based on expected platting, which is subject to change.

(2)	See footnote (1) above for a discussion of the allocation of the Series 2019B Special Assessments. The Series 2017B Special Assessments are interest only until final maturity. At the time of closing on lots with a homebuilder, the Landowner expects to prepay in full the Series 2019B Special Assessments levied on such lots; however, the numbers set forth here reflect the estimated par per unit and annual assessment levels without such prepayment taking place.

See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" for more information on the levy and allocation of the Series 2019 Special Assessments.

The District also anticipates levying assessments to cover its operation and administrative costs that are currently $500 per single-family unit annually, but such amounts are subject to change. Residential units within the District will also be subject to homeowners' association dues, anticipated to be approximately $75 per year, subject to change.

The land within the District has been and will continue to be subject to taxes and assessments imposed by taxing authorities other than the District. These taxes would be payable in addition to the Series 2019 Special Assessments and 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 Board of Hillsborough County each levy ad valorem taxes upon the land in the District. The millage rate for lands in the District in 2018 was approximately 18.5334 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 prior years.

Competition

The Development is expected to compete with projects in the southern Hillsborough County market generally, which include Ayerworth Glen, Ballantrae, Belmont, Carlton Lakes, Cypress Creek, Sorreno, Lucaya Lake Club, Enclave at Ramble Creek, Forest Glenn, Hawks Point, Mirabella, Park Creek, South Fork, The Estuary, The Oaks at Shady Creek, and Waterleaf. The foregoing does not purport to summarize all of the existing or planned communities in the area of the Development.

49

Landowner Agreements

As previously noted, the Landowner will enter into a completion agreement that will obligate the Landowner to complete any portions of the Series 2019 Project not funded with proceeds of the Series 2019 Bonds.

In addition, the Landowner will execute and deliver to the District a Collateral Assignment and Assumption of Development Rights (the "Collateral Assignment"), pursuant to which the Landowner will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Landowner, development rights relating the Series 2019 Project. It should be noted that the Landowner has previously granted similar rights ("Prior Collateral Assignments") in connection with the issuance of the Series 2012 Bonds, Series 2017 Bonds and Series 2018A Bonds, and such rights under such Prior Collateral Assignments are superior to and may take priority over the rights granted under the Collateral Assignment. Notwithstanding such Collateral Assignment, in the event the District forecloses on the lands subject to the Series 2019 Assessments as a result of a Landowner's or subsequent landowners' failure to pay such assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the Series 2019 Project.

Finally, the Landowner will also enter into a True-Up Agreement in connection with its obligations to pay true-up payments in the event that debt levels remaining on unplatted or re-platted lands in the Series 2019 Assessment Area increase above the maximum debt levels set forth in the Assessment Methodology. See "APPENDIX D: ASSESSMENT METHODOLOGY" herein for additional information regarding the "true-up mechanism."

Such obligations of the Landowner are unsecured obligations. The Landowner is a special-purpose entity whose assets consist primarily of its interests in the Development. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the Series 2019 Project or the Construction of Homes within the Series 2019 Assessment Area" and "THE LANDOWNER" herein for more information regarding the Landowner.

THE LANDOWNER

All of the land subject to the Series 2019 Special Assessments is owned by TC Venture 1, LLC, a Delaware limited liability company (the "Landowner"). The members of the Landowner are Triple Creek Recovery Acquisition, LLC, a Delaware limited liability company ("TC Recovery Fund"), and TCV 1, LLC, a Florida limited liability company ("TCV 1"), who is also the manager of the Landowner.

TCV 1, a member and the manager of the Landowner, is wholly owned by GreenPointe Communities, LLC, a Florida limited liability company ("GreenPointe"). GreenPointe was founded by Edward E. Burr in 2008 with a charge to create livable communities of lasting value that fit the needs of today's homebuyers. Prior to leading GreenPointe Holdings, Burr founded the LandMar Group, LLC in 1987 and led the company's creation of master-planned, award-winning communities in Florida and coastal Georgia. Under his leadership, LandMar acquired, designed, entitled and developed more than 30 master-planned communities and developments. GreenPointe and each of its divisions are led by veterans of land and community development, homebuilding, lifestyle and amenities management, equity and debt financing, and infrastructure development. The GreenPointe team's collective experience includes raising and investing more than $800 million to develop 100,000 acres of land, build 80,000 home sites and construct 30,000 homes. GreenPointe and its partners own eight Florida communities totaling approximately 8,000 lots and several hundred acres of land entitled for multi-family residential, retail and office use.

50

TC Recovery Fund is affiliated with a fund that was launched in 2009 to invest in distressed real estate markets with private equity. TC Recovery Fund is managed by an investment management company that manages, among other things, other hedge funds. The investment management company that manages TC Recovery Fund manages other, similar funds that focus on opportunities in the United States housing sector.

None of the entities listed above is guaranteeing payment of the Series 2019 Bonds or the Series 2019 Special Assessments. None of the entities listed herein, other than the Landowner, has entered into any agreements in connection with the issuance of the Series 2019 Bonds.

TAX MATTERS

Opinion of Bond Counsel

In the opinions of Bond Counsel, rendered with respect to each Series of the Series 2019 Bonds, the proposed form of which is included as APPENDIX C hereto, the interest on the Series 2019 Bonds is, under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), excludable from federal gross income and is not a specific tax preference item for purposes of the federal alternative minimum tax under existing statutes, regulations, published rulings and court decisions. Such opinion assumes compliance by the District with the tax covenants set forth in the Indenture and the accuracy of certain representations included in the closing transcript for the Series 2019 Bonds. Failure by the District to comply subsequent to the issuance of the Series 2019 Bonds with certain requirements of the Code, regarding the use, expenditure and investment of bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2019 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issue. The District has covenanted in the Indenture to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2019 Bonds for purposes of federal income taxation. In rendering this opinion, Bond Counsel has assumed continuing compliance with such covenant.

Collateral Tax Consequences

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual 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 collateral federal tax consequences.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2019 BONDS, AS THE CASE MAY BE, AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

Other Tax Matters

Interest on the Series 2019 Bonds may be subject to state or local income taxation under state or local laws. Purchasers of the Series 2019 Bonds should consult their tax advisors as to the income tax status of interest on the Series 2019 Bonds in their particular state or local jurisdictions.

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During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2019 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2019 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2019 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2019 Bonds.

[Original Issue Discount]

[Bond Counsel is further of the opinion that the difference between the principal amount of the Series 2019 Bonds maturing on November 1, _____ and November 1, _____ (collectively, the

"Discount Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Discount Bonds of the same maturity was sold constitutes original issue discount which is excluded from gross income for federal income tax purposes to the same extent as interest on the Series 2019 Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued original issue discount. The accrual of original issue discount may be taken into account as an increase in the amount of tax-exempt income for purposes of determining various other tax consequences of owning the Discount Bonds, even though there will not be a corresponding cash payment. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bonds.]

AGREEMENT BY THE STATE

Under the Act, the State of Florida 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 issued by community development districts are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State, and constitute securities that may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.

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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, and, if given or made, such other information or representations must not be relied upon as having been authorized by either of the foregoing.

ENFORCEABILITY OF REMEDIES

The remedies available to the Owners of the Series 2019 Bonds upon an event of default under the Indentures 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 Indentures 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.

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 Proceedings.

The Landowner

The Landowner has represented that there is no litigation of any nature now pending or, to the knowledge of the Landowner, threatened, which could reasonably be expected to have a material and adverse effect upon the completion of the Series 2019 Project or the development of the lands in the District as described herein, materially and adversely affect the ability of the Landowner to pay the Series 2019 Special Assessments imposed against the land within the District owned by the Landowner or materially and adversely affect the ability of the Landowner to perform its various obligations described in this Limited Offering Memorandum.

CONTINGENT FEES

The District has retained Bond 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 certain fees to District Counsel, the District Engineer and the

53

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 Scarola Associates Engineering Design and Land Consultants, P.A., Apollo Beach, Florida, the District Engineer. APPENDIX C should be read in its entirety for complete information with respect to the subjects discussed therein. Rizzetta & Company, Inc., Tampa, Florida, as Methodology Consultant, has prepared the Assessment Methodology set forth as APPENDIX D attached 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 hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX F, commencing with the audit for the District fiscal year ending September 30, 2019. Attached hereto as APPENDIX E is a copy of the District's audited financial statements for the District's fiscal year ended September 30, 2018, as well as the District's unaudited monthly financial statements for the period ended March 31, 2019. Such financial statements, including the auditor's report included within the audited financial statements, have been included in this Limited Offering Memorandum as public documents and consent from the auditor was not requested. Further, the auditors have not performed any services related to, and therefore are not associated with, the preparation of this Limited Offering Memorandum. The Series 2019 Bonds are not general obligation bonds of the District and are payable solely from the Series 2019 Pledged Revenues.

Beginning October 1, 2015, or by the end of the first full fiscal year after its creation, each community development district in Florida must have a separate website with certain information as set forth in Section 189.069, F.S., including, without limitation, the district's proposed and final budgets and audit. Additional information regarding the District's website is available from the District Manager at the address set forth under "THE DISTRICT – The District Manager and Other Consultants."

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 and interest on its bonds or other debt obligations.

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CONTINUING DISCLOSURE

The District and the Landowner will enter into the Continuing Disclosure Agreement (the "Disclosure Agreement") in the proposed form of APPENDIX F, for the benefit of the Series 2019 Bondholders (including owners of beneficial interests in such Series 2019 Bonds), to provide certain financial information and operating data relating to the District and the Development by certain dates prescribed in the Disclosure Agreement (the "Reports") with the MSRB through the MSRB's EMMA system. The specific nature of the information to be contained in the Reports is set forth in "APPENDIX

F:	PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Under certain circumstances, the failure of the District or the Landowner to comply with their respective obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indentures, but such event of default under the Disclosure Agreement would allow the Series 2019 Bondholders (including owners of beneficial interests in such Series 2019 Bonds) to bring an action for specific performance.

The District and the Landowner have previously entered into continuing disclosure undertakings with respect to the District's Series 2012 Bonds, Series 2017A Bonds, Series 2017B Bonds and Series 2018A Bonds and have provided continuing disclosure information pursuant to Rule 15c2-12 of the Securities Act (the "Rule") during the last five fiscal years. A review of filings made pursuant to such prior undertakings indicates that certain filings by the District and the Landowner were not timely made and that notice of such late filings was not provided. In addition, certain early filings made by the Landowner failed to include all of the information required by the prior undertaking. [As of the date hereof, the most current information required by the prior undertaking has been filed.] The District and the Landowner fully anticipate satisfying all future disclosure obligations required pursuant to the Disclosure Agreement and the Rule. The District will appoint Rizzetta & Company, Inc. (the "Dissemination Agent"), as dissemination agent under the Disclosure Agreement for the Series 2019 Bonds.

UNDERWRITING

FMSbonds, Inc. (the "Underwriter") has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2019A Bonds from the District at a purchase price of $________ (par amount of the Series 2019A Bonds, less [an original issue discount of $________ and an]

Underwriter's discount of $________) and to purchase the Series 2019B Bonds from the District at a
purchase price of $________ (par amount of the Series 2019B Bonds, less [an original issue discount of
$________ and an] 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 a Series of 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.

VALIDATION

Bonds issued pursuant to the terms of the Master Indenture have been validated by a judgment of the Circuit Court of the Thirteenth Judicial Circuit Court of Florida in and for the County, rendered on October 8, 2007. The period of time during which an appeal can be taken from such judgment has expired without an appeal having been taken.

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LEGAL MATTERS

Certain legal matters related to the authorization, sale and delivery of the Series 2019 Bonds are subject to the approval of Akerman LLP, Jacksonville, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by its counsel, GrayRobinson, P.A. Tampa, Florida. Certain legal matters will be passed upon for the District by its counsel, Hopping Green & Sams, P.A., Tallahassee, Florida. Certain legal matters will be passed upon for the Landowner by its counsel, Feldman & Mahoney, P.A., Clearwater, Florida.

Bond Counsel's opinion included herein is based on existing law, which is subject to change. Such opinion is further based on factual representations made to Bond Counsel as of the date hereof. Bond Counsel assumes no duty to update or supplement its opinion to reflect any facts or circumstances that may thereafter come to Bond Counsel's attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, Bond Counsel's opinion is not a guarantee of a particular result, and is not binding on the Internal Revenue Service or the courts; rather, such opinion represents Bond Counsel's professional judgment based on its review of existing law, and in reliance on the representations and covenants that it deems relevant to such opinion.

MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are set forth as such and not as representations of fact, and no representations are made that any of the estimates will be realized.

The references herein to the 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.

[Remainder of page intentionally left blank.]

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AUTHORIZATION AND APPROVAL

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

TRIPLE CREEK COMMUNITY

DEVELOPMENT DISTRICT

By: ______________________________
Chairperson, Board of Supervisors

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APPENDIX A

COPY OF MASTER INDENTURE AND

PROPOSED FORMS OF SUPPLEMENTAL INDENTURES

A-1

APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL

B-1

APPENDIX C

ENGINEER'S REPORT

C-1

APPENDIX D

ASSESSMENT METHODOLOGY

D-1

APPENDIX E

DISTRICT'S FINANCIAL STATEMENTS

E-1

APPENDIX F

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT

F-1

BLANK

DRAFT-1

GrayRobinson, P.A.
May 17, 2019

CONTINUING DISCLOSURE AGREEMENT

This	Continuing  Disclosure	Agreement	(this	"Disclosure	Agreement")	dated	as	of
___________, 2019 is executed and delivered by the Triple Creek Community Development

District (the "Issuer" or the "District"), TC Venture 1, LLC, a Delaware limited liability company (the "Landowner") and Rizzetta & Company, Inc., as dissemination agent (together with its successors and assigns, the "Dissemination Agent") in connection with Issuer's Special Assessment Bonds, Series 2019A (the "Series 2019A Bonds") and Special Assessment Bonds, Series 2019B (the "Series 2019B Bonds" and, together with the Series 2019A Bonds, the "Bonds"). The Series 2019A Bonds are secured pursuant to a Master Trust Indenture dated as of June 1, 2012 (the "Master Indenture"), as amended and supplemented, with respect to the Series 2019A Bonds by a Fifth Supplemental Trust Indenture dated as of June 1, 2019 (the "Fifth Supplemental Indenture" and, together with the Master Indenture, the "2019A Indenture"), and with respect to the Series 2019B Bonds by a Sixth Supplemental Trust Indenture dated as of June 1, 2019 (the "Sixth Supplemental Indenture," together with the Master Indenture, the "2019B Indenture") (the 2019A Indenture and the 2019B Indenture being collectively referred to herein as the "Indentures"), each entered into by and between the Issuer and The Bank of New York Mellon Trust Company, N.A., 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 Jacksonville, Florida, as trustee (the "Trustee"). The Issuer, the Landowner 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 Landowner and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person 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 Indentures 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 Indentures (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 Indentures 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 Indentures. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:

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

"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

"Assessment Area" shall mean the District lands subject to the Assessments.

"Assessments" shall mean the non-ad valorem Series 2019A Special Assessments and Series 2019B Special Assessments, pledged to the payment of the Series 2019A Bonds and the Series 2019B Bonds, respectively, pursuant to the 2019A Indenture and the 2019B Indenture, respectively.

"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.

"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. Rizzetta & Company, Inc., has been designated as the initial Dissemination Agent hereunder.

"District Manager" shall mean Rizzetta & Company, Inc., and its successors and assigns.

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"EMMA" means the Electronic Municipal Market Access system for municipal securities disclosures located at http://emma.msrb.org/.

"EMMA Compliant Format" shall mean a format for any document provided to the MSRB (as hereinafter defined) which is in an electronic format and is accompanied by identifying information, all as prescribed by the MSRB.

"Financial Obligation" means a (a) debt obligation, (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) guarantee of an obligation or instrument described in either clause (a) or (b). Financial Obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

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

"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated
___________, 2019, prepared in connection with the issuance of the Bonds.

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

"MSRB" means the Municipal Securities Rulemaking Board.

"Obligated Person(s)" shall mean, with respect to a Series of 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, each Landowner for so long as such Landowner or its respective affiliates for so long as such Landowner or its affiliates, successors or assigns (excluding residential homebuyers who are end users) are the owners of District lands responsible for payment of at least 20% of the applicable Series of Assessments.

"Participating Underwriter" shall mean FMSbonds, Inc.

"Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be __________ 1, 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 Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure

3

submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the 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.

"Series 2019A Assessment Area" shall mean that portion of the District lands subject to the Series 2019A Assessments.

"Series 2019B Assessment Area" shall mean that portion of the District lands subject to the Series 2019B Assessments.

"State" shall mean the State of Florida.

"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purposes of the Rule.

3.	Provision of Annual Reports.

(a)	Subject to the following sentence, the District shall provide the Annual Report to the Dissemination Agent no later than one hundred eighty (180) days after the close of the District's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ending September 30, 2019. 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 District 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 District's Fiscal Year (the "Audited Financial Statements Filing Date"). The District 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 District's Fiscal Year changes, the District 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 or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times

4

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 (if different than the Annual Filing Date), then a Listed Event as described in Section 6(a)(xv) shall have occurred and the Dissemination Agent shall send a notice to the Repository in substantially the form attached as Exhibit A in accordance with Section 6 (unless the Dissemination Agent has already filed such Listed Event notice pursuant to Section 3(b)).

(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 Statements, as applicable, 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.

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 each Series of Assessments levied in each Assessment Area for the most recent prior Fiscal Year.

(ii)	The  amount  of  each  Series  of  Assessments  collected  in  each
	Assessment Area from the property owners during the most recent prior Fiscal Year.

(iii)	If available, the amount of delinquencies in each 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 applicable Assessments due in any year, a list of delinquent property owners.

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

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(v)	All fund balances in all Funds and Accounts for each Series of the
Bonds.

(vi)	The total amount of Bonds Outstanding for each Series.

(vii)	The amount of principal and interest to be paid on each Series of 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, 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.

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5.	Quarterly Reports.

(a)	Each Obligated Person (other than the Issuer), or the Developer on behalf of any other Obligated Person that fails to execute an Assignment (as hereinafter defined), shall provide an electronic copy of the Quarterly Report to the Dissemination Agent no later than 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, the Dissemination Agent shall provide a Quarterly Report to the Repository.

(b)	Each Quarterly Report shall contain an update of the following information with respect to such Obligated Person for the Bonds, 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 platted in the Assessment Area.

(iii)	The number of lots under contract with homebuilders in the Assessment Area and the name of the homebuilder, if applicable.

(iv)	The number of lots closed with homebuilders in the Assessment Area and the name of the homebuilder, if applicable.

(v)	The number and type of homes under contract with homebuyers in
	the Assessment Area.

(vi)	The number and type of homes closed with homebuyers (delivered to end users) in the Assessment Area.

(vii)	Any change to the number or type of lots planned to be developed in the Assessment Area by the Obligated Person.

(viii)	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.

(ix)	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 an 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

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District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing herein shall be construed to relieve the Landowner from its obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment.

6.	Reporting of Listed Events.

(a)	This Section 6 shall govern the giving of notices of the occurrence of any of the following events:

(i)	Principal and interest payment delinquencies;

(ii)	Non-payment related defaults, if material;

(iii)	Unscheduled draws on the Debt Service Reserve Fund reflecting
	financial difficulties;

(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 Bond holders, 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

	The Bonds are not rated or enhanced.

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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 Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;

(xvi)	Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties; 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, in a timely manner not in excess of ten (10) Business Days after its occurrence, notify the Dissemination Agent in writing of the occurrence of a Listed Event. 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 Disclosure 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).

(c)	Each Obligated Person with respect to the Bonds shall notify the Issuer of the occurrence of a Listed Event described in subsections (a)(x), (xii), (xiii), (xv) or (xvi) 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.

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(e)	The Landowner hereby represents and warrants that, except as may be disclosed in the Preliminary Limited Offering Memorandum, they have not previously failed to comply with any continuing disclosure obligations as required in a continuing disclosure agreement entered into in connection with a prior offering of securities in order to enable the underwriter of said securities to comply with the provisions of the Rule.

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 Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed to be the Dissemination Agent. The initial Dissemination Agent shall be Rizzetta & Company, Inc. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of Rizzetta & Company, Inc. Rizzetta & Company, Inc., may terminate its role as Dissemination Agent at any time upon delivery of sixty (60) days prior written notice to the District and each Obligated Person. The District may terminate its agreement hereunder with 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 or other Obligated Person from disseminating any other information, using

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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, Quarterly Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer or other Obligated Person chooses to include any information in any Annual Report, Quarterly Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer or other Obligated Person shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Quarterly 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 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 Indentures, 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 between the District, the Landowner and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, the Landowner 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 Landowner, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Dissemination Agent, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.

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14.	Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Hillsborough 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 Hillsborough 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 Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.

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 Landowner or any assignee or successor to it 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]

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IN WITNESS WHEREOF, the undersigned has executed this Disclosure Agreement as of the date and year set forth above.

TRIPLE CREEK COMMUNITY
DEVELOPMENT DISTRICT, AS ISSUER
[SEAL]

By:

Chairperson, Board of Supervisors
ATTEST:

By:

Assistant Secretary

TC VENTURE 1, LLC, AS LANDOWNER

By:

Name:

Title:

RIZZETTA & COMPANY, INC., AS
DISSEMINATION AGENT

By:

Name:

Title:

CONSENTED TO AND AGREED TO BY:
DISTRICT MANAGER

RIZZETTA & COMPANY, INC., AS
DISTRICT MANAGER

By:

Name:

Title:

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Acknowledged and agreed to for purposes of
Sections 11, 13 and 17 only:

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., AS TRUSTEE

By:

Name:

Title:

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EXHIBIT A

FORM OF NOTICE TO REPOSITORIES OF FAILURE
TO FILE [ANNUAL REPORT]
[AUDITED FINANCIAL STATEMENTS][QUARTERLY REPORT]

Name of Issuer:	Triple Creek Community Development District

Name of Bond Issue:	$__________	original	aggregate	principal	amount	of	Special
Assessment	Bonds,	Series	2019A	and	$__________	original

aggregate principal amount of Special Assessment Bonds, Series 2019B

Obligated Person(s):	Triple Creek Community Development District;
[_______________]

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 Landowner and the Dissemination

Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the [Annual Report] [Audited Financial Statements] [Quarterly Report] will be filed by _______________, 20____.

Dated: ______________

________________, as Dissemination Agent

By:

Name:

Title:

cc:	Issuer Trustee

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