North River Ranch Improvement Stewardship District
3501 Quadrangle Boulevard, Suite 270, Orlando, FL 32817
Phone 407-723-5900; Fax 407-723-5901
http://northriverranchisd.com/

The following is the agenda for the continued meeting of the Board of Supervisors for the North River Ranch Improvement Stewardship District scheduled to be held Tuesday, November 22, 2022, at 11:00 A.M. at 8141 Lakewood Main Street, Bradenton, FL 34202. The following is the proposed agenda for this meeting.

If you would like to attend the Board Meeting by phone, you may do so by dialing:

Phone:	1-844-621-3956
Participant Code:	790 562 990 # https://pfmgroup.webex.com/meet/carvalhov

BOARD OF SUPERVISORS’ MEETING AGENDA

Administrative Matters
Call to Order
Roll Call to Confirm Quorum
Public Comment Period [for any members of the public desiring to speak on any proposition before the Board]

Business Matters
Consideration of the Supplemental Engineer’s Report
Consideration of the Supplemental Assessment Methodology Report
Consideration of the Legal Description
Consideration of Resolution 2023-10, Bond Delegation Award Resolution
Exhibit A: Form of Supplemental Trust Indenture
Exhibit B: Form of Purchase Agreement
Exhibit C: Preliminary Limited Offering Memorandum
Exhibit D: Form of Continuing Disclosure Agreement
Review and Consideration of Letter of Recommendation of Award to RIPA & Associates LLC for Phase 4C Amenity Center Project
Review and Consideration of Letter of Recommendation of Award to RIPA & Associates LLC for Phase 4-C1 Roadways and Utilities Project

Other Business Staff Reports
District Counsel District Engineer District Manager Lifestyle Manager

Supervisor Requests and Audience Comments Adjournment

North River Ranch Improvement Stewardship District

Supplemental Engineer’s Report

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS
SERIES 2022 PROJECT

Prepared for:
North River Ranch Improvement Stewardship District c/o District Manager
PMF Group Consulting LLC
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817

Prepared by:
Stantec Consulting Services Inc. 6920 Professional Parkway
Sarasota, FL 34240

November 18, 2022

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

Table of Contents
SECTION A.	INTRODUCTIONS	1
General	1
Purpose and Scope	1
Lands in North River Ranch Improvement Stewardship District	1
SECTION B.	EXISTING CONDITIONS	2
Topography	2
Soils and Vegetation	2
Land Use and Zoning	2
SECTION C.	INFRASTRUCTURE PLANS	3
Proposed Infrastructure Improvements	3
Permitting	3
Summary of Proposed Master Improvement Cost	4
SECTION D.	MAINTENANCE RESPONSIBILITIES	6
SECTION E.	SUMMARY AND CONCLUSION	7
EXHIBIT A	AERIAL LOCATION MAP	8
EXHIBIT B	LEGAL DESCRIPTION	10

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NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

SECTION A.	INTRODUCTIONS

General

The North River Ranch Improvement Stewardship District (“NRRISD”) is a special purpose unit of local government established by the Florida Legislature pursuant to Chapter 2020-191, Laws of Florida (“Act”). On September 24, 2019, the Manatee County Board of County Commissioners considered the proposed Act and advised that they had no objections to the legislation. The District was created to construct and maintain public works and utilities including water, sewer, drainage, irrigation, water management, parks, recreational facilities, and roadway or related activities. Phase 2 Series 2022 Project consists of the hospital parcel planned for a 150-bed hospital and 125,000 square feet of medical office space (the “Hospital Parcel”) and the apartment parcel planned for 707 apartments (the “Apartment Parcel”) within Phase 2. The Series 2022 Project includes the costs allocable to certain master infrastructure improvements including roadways and utilities stubbed thereto to the Hospital Parcel and the Apartment Parcel within Phase 2.

Purpose and Scope

The purpose of this Supplemental Engineer’s Report for Phase 2 Series 2022 Project is to provide a description of the Phase 2 Series 2022 Project the proposed capital improvements to serve it. These improvements will thereafter be owned, operated and/or maintained by either The District or another legally empowered governmental entity.

Lands in North River Ranch Improvement Stewardship District

An Aerial Location Map showing the location of the District is included as Exhibit A. The Legal Description(s) and Sketch(s) are included as Exhibit B and reflect the lands of the District and depicts Phase 2 within the District. The District lands total approximately 2,012.5670 acres which includes the approximately 65.6 acres for the Phase 2 Series 2022 Project.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

SECTION B.	EXISTING CONDITIONS

Topography

The area within the District is relatively flat with site elevations ranging from approximately 28 feet elevation to 40 feet elevation based on 2007 Southwest Florida Water Management District contour maps, and the project survey based on NGVD Vertical Datum. The lower elevations occur in the wetlands and along the perimeters of the site while the higher elevations are located near the south- central section of the site. The land within the District is primarily undeveloped row crops, citrus and rangelands, and wetlands.

Soil and Vegetation

Based on the Soil Survey of Manatee County, Florida, prepared by the United States Department of Agriculture (USDA) Soil Conservation Service (SCS), the predominant surficial soil types within the District are identified as SCS Soil No. 20, EauGallie Fine Sands and SCS Soils No. 26, Floridana – Immokalee - Okeelanta association. SCS Soil No. 20 is a nearly level, poorly drained soil in broad areas of flatwoods. Slopes are smooth and range from 0 to 2 percent. SCS unit No. 26 consists of nearly level, very poorly drained Floridana soils, poorly drained Immokalee soils, and very poorly drained Okeelanta soils. Generally, these soils are in and near wetland areas. Other soil types present are No. 7, Canova; No. 6, Delray; No. 22, Felda; No. 25, Floridana; No. 38, Palmetto; and No. 48, Wabasso.

The property within the District currently consists of various vegetative communities comprised of both upland and wetland habitats. Several of the vegetation communities have been modified as a result of onsite agricultural activities including ditching and fire suppression.

Land Use and Zoning – Phase 2 Series 2022 Project

Phase 2 Series 2022 Project is located within unincorporated Manatee County, Florida and is currently undeveloped and zoned PDMU.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

SECTION C.	INFRASTRUCTURE PLANS

Proposed Infrastructure Improvements

The District is intended to be formed in order to finance infrastructure design and construction required to provide public infrastructure for the project and its’ ultimate property owners.

The improvements for the project will be consistent with the Manatee County Land Development Code and Implementing Ordinances, studies, plans, and may include:
Public Roadways, including thoroughfares, arterial, collector, or local streets
Stormwater Improvements
Water and Sewer facilities
Master Irrigation facilities
Public Roadway Landscape, Lighting, Signage, Gates, and Furnishings
Entry features
Engineering and Contingencies
Drainage
Lakes
Parks/ Trails
Amenity Center
All other improvements, infrastructure and facilities authorized by Chapter 190, Florida Statutes
Access to the project will be provided via existing roads Ft Hamer and US-301. Potable water, reclaimed water and sanitary sewer services will be provided by Manatee County Utilities.

Permitting

Required permits already received or ones that will be applied for are summarized in Table 1. It is our opinion that there are no technical reasons existing at this time which would prohibit the permitting and construction of the planned infrastructure, subject to continued compliance with agency criteria and conditions of the already approved plans and permits.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

Permits necessary to complete the Phase 2 Series 2022 project have either been obtained as described above, or, in our opinion, are obtainable from the permitting agencies, subject to reasonable, normal, and customary permit conditions.

Table 1 Permitting Status

Permit	Permit Number	Date Approved	
			
Zoning (The Villages of Amazon South)	PDMU-18-06(G)(R)	7/26/2022	
Manatee County (Mass Grading) Construction Plan	Pending	2/2023
(approximate)	
State (Mass Grading)– ERP1	Pending	2/2023
(approximate)	
Manatee County Construction Plan	Pending	6/2023
(approximate)	
State – ERP1	Pending	6/2023
(approximate)	
State – DEP2 Potable Water	Pending	6/2023
(approximate)	
State – DEP2 Wastewater	Pending	6/2023
(approximate)	
State – FDOT access permits	Pending	6/2023
(approximate)	
1 Environmental Resource Permit (ERP)
2 Department of Environmental Protection (DEP)

Summary of Proposed Master Improvement Costs for Phase 2 Series 2022 Project

Table 2 lists the components of the planned improvements proposed to be constructed by the District for Phase 2 Series 2022 Project, together with their proposed costs of design and construction. The Table also includes an estimate of administrative, engineering, and other fees and contingencies associated with the improvements.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

Table 2
Summary of Proposed Master Improvement Costs

Please note that estimated individual element totals may vary and are only to establish a Total Estimated Costs of Improvement

EXPENDITURES		
		
Description	Phase 2 Series 2022 Project

Infrastructure	

		

		

ROADWAYS	

$	4,467,582.88	

STREET/ ENTRY LIGHTING	

$	189,000.00	

DRAINAGE	

$	1,964,863.82	

WATER & WASTEWATER	

$	2,182,304.12	

Potable Water	

834,834.92	

Reclaimed Water	

191,545.20	

Sanitary Sewer	

1,155,924.00	

CLEARING & EARTHWORK	

$	3,798,786.01	

LANDSCAPING/ LAKES/ IRRIGATION	

$	1,680,000.00	

AMENITY CENTER/ TRAILS	

$	756,000.00	

PROFESSIONAL FEES, DESIGN & PERMITTING	

$	1,624,624.42	

ENTRANCE FEATURES & SIGNS	

$	630,000.00	

CONSULTANTS/ CONTINGENCIES/ OTHER	

$	1,747,316.12	

General	

126,000.00	

Consultants	

42,000.00	

Other		

Contingencies 10%	

1,579,316.12	

TOTAL EXPENDITURES	

19,040,477.38	

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

SECTION D.	MAINTENANCE RESPONSIBILITIES

Maintenance and operational responsibilities of the Project will include the following:

Maintenance and operation of the Entry features and Landscaping and Irrigation associated with the roadway system are expected to be the responsibility of the District.

Maintenance and operation of the potable water and sanitary sewer systems will be the responsibility of Manatee County and/or the District.

Maintenance and operation of the stormwater management system will be the responsibility of the District.

Maintenance and operation of the off-site roadway improvements will be the responsibility of Manatee County.

Maintenance and operation of the street lighting not owned by Manatee County will be the responsibility of the District.

Maintenance of all other improvements, infrastructure and facilities authorized by Chapter 190, Florida Statutes will be the responsibility of the District.

Maintenance and operation of roadways and gates will be the responsibility of the District.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

SECTION E.	SUMMARY AND CONCLUSION

The Improvements as outlined are necessary for the functional development of the Phase
2 Series 2022 Project. The Project is being designed in accordance with current governmental regulatory requirements. The Project will serve its intended function so long as the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans. It should be noted that although these Improvements are required for the District, a portion may also serve other adjacent lands.

It is our professional opinion that the infrastructure costs provided herein for the District Improvements for the Project are reasonable to complete the construction of the infrastructure described herein and that these Infrastructure Improvements will benefit and add value to the District. These estimated costs are based upon prices currently being experienced for similar items of work in Southwest Florida and expected inflation in the future. Actual costs may vary based on final engineering, planning and approvals from regulatory agencies.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

EXHIBIT A - AERIAL LOCATION MAP

6900 Professional Parkway East, Sarasota, FL 34240-8414
Phone 941-907-6900  Fax 941-907-6910
Certificate of Authorization #27013  www.stantec.com

The Contractor shall verify and be responsible for all dimensions. DO NOT scale the drawing - any errors or omissions shall be reported to Stantec without delay. The Copyrights to all designs and drawings are the property of Stantec.
Reproduction or use for any purpose other than that authorized by Stantec is forbidden.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
SUPPLEMENTAL ENGINEER’S REPORT FOR
PHASE 2 INFRASTRUCTURE IMPROVEMENTS – SERIES 2022 PROJECT

November 18, 2022

EXHIBIT B – LEGAL DESCRIPTION

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MORGAN’S GLEN PARCEL:

BEGIN AT THE COMMON CORNER OF SECTIONS 19, 20, 29 AND 30, TOWNSHIP 33 SOUTH, RANGE 19 EAST, MANATEE COUNTY, FLORIDA; THENCE, ALONG THE EAST LINE OF SAID SECTION 30, S.00°06'50"W., FOR 540.98 FEET TO A LINE BEING 50 FEET NORTH OF AND PARALLEL TO THE CENTERLINE OF A SCL RAILROAD RIGHT OF WAY, SAID LINE ALSO BEING THE SOUTH LINE OF LOT 1, BLOCK 1, MANATEE RIVER FARMS AS RECORDED IN PLAT BOOK 6, PAGE 45 OF THE PUBLIC RECORDS OF MANATEE COUNTY, FLORIDA; THENCE, ALONG SAID LINE, S.73°37'59"W., 670.12 FEET; THENCE N.00°06'17"E., FOR 412.91 FEET; THENCE N.01°49'12"W., FOR 315.39 FEET TO THE SOUTH LINE OF SAID SECTION 19; THENCE, LEAVING SAID SOUTH LINE, N.00°34'28"W., FOR 441.76 FEET; THENCE N.01°53'22"E., FOR
220.56 FEET; THENCE S.89°53'31"W., FOR 858.88 FEET; THENCE S.84°33'13"W., FOR 104.29 FEET; THENCE S.76°54'28"W., FOR
377.88 FEET; THENCE N.00°07'22"W., FOR 1,708.90 FEET TO THE SOUTH RIGHT OF WAY LINE OF MOCCASIN WALLOW ROAD; THENCE, ALONG SAID SOUTH RIGHT OF WAY LINE, S.89°15'16"E., FOR 1,980.23 FEET TO THE EAST LINE OF SAID SECTION 19, SAID LINE ALSO BEING THE WEST LINE OF SAID SECTION 20; THENCE, CONTINUE ALONG SAID SOUTH RIGHT OF WAY LINE, S.88°55'05"E., 666.19 FEET; THENCE,

LEAVING SAID SOUTH RIGHT OF WAY LINE, S00°06'09"E., FOR 397.02 FEET; THENCE S.89°16'25"E., FOR 135.94 FEET; THENCE S.88°59'12"E., FOR 121.89 FEET; THENCE S.81°46'46"E., FOR
200.24 FEET; THENCE S.89°10'18"E., FOR 210.00 FEET TO THE EAST LINE OF THE NORTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 20; THENCE, ALONG SAID EAST LINE, S.00°04'54"E., FOR
673.99 FEET TO THE SOUTH LINE OF SAID NORTHWEST 1/4 OF THE SOUTHWEST 1/4, SAID LINE ALSO BEING THE NORTH LINE OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 20; THENCE, ALONG SAID LINE, N.89°31'56"W., FOR 665.68 FEET; THENCE, LEAVING SAID LINE, S.00°06'09"E., FOR 467.45 FEET; THENCE N.89°51'11"E., FOR 59.49 FEET; THENCE S.00°06'09"E., FOR
663.67 FEET TO THE SOUTH LINE OF SECTION 20, TOWNSHIP 33 SOUTH, RANGE 19 EAST, MANATEE COUNTY, FLORIDA; THENCE, ALONG SAID SOUTH LINE, S.89°51'11"W., FOR 724.73 FEET TO THE POINT OF BEGINNING.

LESS AND EXCEPT THAT CERTAIN RIGHT-OF-WAY BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A PORTION OF THOSE LANDS DESCRIBED IN OFFICIAL RECORD BOOK 2066, PAGE 3027, PUBLIC RECORDS OF MANATEE COUNTY, FLORIDA, LYING IN SECTIONS 19 AND 30, TOWNSHIP 33 SOUTH, RANGE 19 EAST, MANATEE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 19; THENCE SOUTH 86°58'46" WEST, ALONG THE SOUTH LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 19, A DISTANCE OF 537.04 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 00°13'25" WEST, A DISTANCE OF 2.00 FEET TO A POINT ON A CURVE TO THE RIGHT; THENCE SOUTHERLY
171.21 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF

860.00 FEET, A CENTRAL ANGLE OF 11°24'23", AND A CHORD BEARING AND DISTANCE OF SOUTH 05°55'36" WEST 170.93 FEET TO A POINT OF REVERSE CURVE TO THE LEFT; THENCE SOUTHERLY 148.63 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 740.00 FEET, A CENTRAL ANGLE OF 11°30'27", AND A CHORD BEARING AND DISTANCE OF SOUTH 05°52'34" WEST 148.38 FEET; THENCE SOUTH 00°07'20" WEST, A DISTANCE OF 359.62 FEET TO THE NORTH RIGHT OF WAY LINE OF FP & L RAILROAD; THENCE ALONG SAID NORTH RIGHT OF WAY LINE, SOUTH 73°37'35" WEST, A DISTANCE OF 77.06 FEET; THENCE NORTH

01°01'42" WEST, A DISTANCE OF 694.96 FEET; THENCE NORTH

00°13'25" EAST, A DISTANCE OF 724.64 FEET TO A POINT ON A CURVE TO THE LEFT; THENCE NORTHERLY 205.25 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 560.00 FEET, A CENTRAL ANGLE OF 21°00'00", AND A CHORD BEARING AND DISTANCE OF NORTH 10°16'36" WEST 204.10 FEET; THENCE NORTH 20°46'36" WEST, A DISTANCE OF 207.01 FEET TO A POINT ON A CURVE TO THE LEFT; THENCE NORTHWESTERLY 211.09 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 940.00 FEET, A CENTRAL ANGLE OF 12°52'00", AND A CHORD BEARING AND DISTANCE OF NORTH 27°12'36" WEST
210.65 FEET TO A POINT OF REVERSE CURVE TO THE RIGHT; THENCE NORTHERLY 622.42 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 1,060.00 FEET, A CENTRAL ANGLE OF 33°38'35", AND A CHORD BEARING AND DISTANCE OF NORTH 16°49'18" WEST 613.51 FEET; THENCE NORTH 00°00'00" WEST, A DISTANCE OF 296.18 FEET; THENCE NORTH 44°34'29" WEST, A DISTANCE OF 70.18 FEET; THENCE NORTH 00°48'08" EAST, A DISTANCE OF 46.61 FEET TO THE SOUTH MAINTAINED RIGHT OF WAY LINE OF MOCCASIN WALLOW ROAD; THENCE ALONG SAID SOUTH MAINTAINED RIGHT OF WAY LINE, SOUTH 89°11'52" EAST, A DISTANCE OF 230.02 FEET; THENCE, LEAVING SAID SOUTH MAINTAINED RIGHT OF WAY LINE, SOUTH 00°48'08" WEST, A DISTANCE

OF 46.66 FEET; THENCE SOUTH 45°25'31" WEST, A DISTANCE OF

71.23 FEET; THENCE SOUTH 00°00'00" EAST, A DISTANCE OF 236.20 FEET; THENCE SOUTH 04°08'24" WEST, A DISTANCE OF 114.31 FEET TO A POINT ON A NON-TANGENT CURVE TO THE LEFT; THENCE SOUTHERLY 494.62 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 940.00 FEET, A CENTRAL ANGLE OF 30°08'55", AND A CHORD BEARING AND DISTANCE OF SOUTH 18°34'08" EAST 488.93 FEET TO A POINT OF REVERSE CURVE TO THE RIGHT; THENCE SOUTHEASTERLY
238.04 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF

1,060.00 FEET, A CENTRAL ANGLE OF 12°52'00", AND A CHORD BEARING AND DISTANCE OF SOUTH 27°12'36" EAST 237.54 FEET; THENCE SOUTH 20°46'36" EAST, A DISTANCE OF 207.01 FEET TO A POINT ON A CURVE TO THE RIGHT; THENCE SOUTHERLY 249.23 FEET ALONG THE ARC OF SAID CURVE, HAVING A RADIUS OF 680.00 FEET, A CENTRAL ANGLE OF 21°00'00", AND A CHORD BEARING AND DISTANCE OF SOUTH 10°16'36" EAST 247.84 FEET; THENCE SOUTH 00°13'25" WEST, A DISTANCE OF 718.08 FEET TO THE POINT OF BEGINNING. CONTAINING 129.475 ACRES, MORE OR LESS.
TOGETHER WITH NORTH RIVER RANCH – HAVAL FARMS:

A TRACT OF LAND, BEING A PORTION OF MANATEE RIVER FARMS, UNIT 1, RECORDED IN PLAT BOOK 6, PAGE 45 OF THE PUBLIC RECORDS OF

MANATEE COUNTY, FLORIDA, LYING IN SECTIONS 7, 8, 9, 16, 17,

18, 19 AND 20, TOWNSHIP 33 SOUTH, RANGE 19 EAST, MANATEE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGIN AT THE SOUTHWEST CORNER OF THE ABOVE-MENTIONED SECTION 7; THENCE N.00°13'29”E., ALONG THE WEST LINE OF SECTION 7, A DISTANCE OF 1,809.08 FEET; THENCE N.90°00'00”E., A DISTANCE OF
272.18 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS 1,000.00 FEET AND A CENTRAL ANGLE OF 48°54'32”; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 853.62 FEET TO THE POINT OF REVERSE CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 1,962.46 FEET AND A CENTRAL ANGLE OF 97°43'17”; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 3,347.09 FEET TO THE POINT OF REVERSE CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 1,500.00 FEET AND A CENTRAL ANGLE OF 48°48'45”; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 1,277.91 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE N.90°00'00”E., A DISTANCE OF 1,220.57 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 1,100.00 FEET AND A CENTRAL ANGLE OF 49°18'03”; THENCE NORTHEASTERLY

ALONG THE ARC OF SAID CURVE, A DISTANCE OF 946.51 FEET TO THE

POINT OF REVERSE CURVATURE OF	A CURVE	TO THE RIGHT HAVING A	
RADIUS OF 1,990.00 FEET AND A	CENTRAL	ANGLE OF 108°30'13”;	
THENCE EASTERLY ALONG THE ARC	OF SAID	CURVE, A DISTANCE OF	
3,768.56 FEET TO THE POINT OF	REVERSE	CURVATURE OF A CURVE TO	

THE LEFT HAVING A RADIUS OF 1,400.00 FEET AND A CENTRAL ANGLE OF 67°34'16”; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 1,651.07 FEET TO THE POINT OF REVERSE CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 1,000.00 FEET AND A CENTRAL ANGLE OF 44°28'10”; THENCE EASTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 776.14 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE S.53°53'56”E., A DISTANCE OF
509.73 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF

U.S. 301; THENCE S.36°06'04”W., A DISTANCE OF 1,512.28 FEET; THENCE N.89°59'54”W., A DISTANCE OF 4,022.59 FEET; THENCE
S.27°47'24”W.,	A	DISTANCE	OF	1,049.93 FEET; THENCE	
N.68°30'43”W.,	A	DISTANCE	OF	1,332.96 FEET; THENCE	
N.00°11'16”E.,	A	DISTANCE	OF	383.27 FEET; THENCE	
N.89°43'15”W.,	A	DISTANCE	OF	719.63 FEET; THENCE S.00°35'38"	

W., A DISTANCE OF 2,551.98 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS 795.00 FEET AND A CENTRAL

ANGLE OF 48°08'26"; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF 667.97 FEET TO THE POINT OF TANGENCY OF SAID CURVE; THENCE S.48°44'04" W., A DISTANCE OF 213.94 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS 1,355.00 FEET AND A CENTRAL ANGLE OF 33°22'52"; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE, A DISTANCE OF
789.44 FEET; THE FOLLOWING FIVE (5) CALLS ARE ALONG THE NORTHERLY LINE OF A SPECIFIC PURPOSE SURVEY FOR TRACT 300FL- MA-010.000, PREPARED BY WILLBROS ENGINEERS, INC., AND DATED OCTOBER 12, 2015: 1) S.89°39'18”E., A DISTANCE OF 85.64 FEET;
2) S.89°10'25”E., A DISTANCE OF 187.79 FEET; 3) S.89°53'48”E., A DISTANCE OF 1,364.36 FEET; 4) S.89°38'04”E., A DISTANCE OF 1,529.39 FEET; 5) THENCE N.89°48'54”E., A DISTANCE OF 969.28 FEET TO A POINT ON THE WEST LINE OF PARCEL DEEDED TO PEOPLES GAS SYSTEM; THENCE S.00°02'24”W., ALONG THE WESTERLY LINE OF SAID PARCEL, A DISTANCE OF 35.27 FEET TO THE SOUTH WEST CORNER OF SAID PARCEL; THENCE S.89°57'36”E., ALONG THE SOUTHERLY LINE OF SAID PARCEL, A DISTANCE OF 60.00 FEET TO A POINT ON A PARCEL AS DESCRIBED IN OFFICIAL RECORDS BOOK 2207, PAGE 6256, SAID PUBLIC RECORDS; THENCE ALONG SAID PARCEL FOR THE FOLLOWING TWO (2) CALLS; 1) S.00°02'21”W., A DISTANCE OF

24.79 FEET; 2) THENCE N.89°52'24”E., A DISTANCE OF 178.91 FEET TO THE NORTHWESTERLY RIGHT OF WAY LINE OF U.S. 301; THENCE SOUTHERLY ALONG SAID RIGHT OF WAY LINE THE FOLLOWING THREE (3) COURSES: 1) S.36°06’04”W., A DISTANCE OF 472.43 FEET; 2) S.36°04’53”W., A DISTANCE OF 916.03 FEET TO THE P.C. OF A CURVE TO THE LEFT WHOSE RADIUS POINT LIES SOUTH 53°53’38”EAST, A DISTANCE OF 1977.86 FEET; 3) SOUTHERLY ALONG THE ARC OF SAID CURVE ALSO BEING SAID RIGHT OF WAY LINE, A DISTANCE OF 971.94 FEET THROUGH A CENTRAL ANGLE OF 28°09’21”; THENCE N.89°26'34"W., A DISTANCE OF 1,282.99 FEET; THENCE S.00°06'08"E., A DISTANCE OF 1,300.10 FEET; TO THE NORTHERLY RIGHT OF WAY LINE OF MOCCASIN WALLOW RD; THENCE WESTERLY ALONG SAID NORTHERLY RIGHT OF WAY LINE THE FOLLOWING FIVE (5) COURSES: 1) N.88°54'18"W., A DISTANCE OF 1,334.91 FEET; 2) N.89°08'58"W., A DISTANCE OF 2,271.84 FEET; 3) N.89°07'49"W., A DISTANCE OF 328.34 FEET; 4) N.89°07'50"W., A DISTANCE OF 2,693.55 FEET; 5) N.88°01'42"W., A DISTANCE OF 16.92 FEET TO THE WEST LINE OF ABOVE-MENTIONED SECTION 19; THENCE N.00°08'36"E. ALONG SAID WEST LINE, A DISTANCE OF 2,578.91 FEET; THENCE N.00°08'15"E THE WEST LINE OF ABOVE-MENTIONED SECTION 18., A DISTANCE OF 1,944.35 FEET; THENCE N.00°07'17"E.

CONTINUE ALONG SAID WEST LINE, A DISTANCE OF 3,366.32 FEET TO THE POINT OF BEGINNING.
CONTAINING 1,883.092 ACRES, MORE OR LESS.

CONTAINING A TOTAL AREA OF 2,012.567 ACRES, MORE OR LESS.

Being subject to any rights-of-way, restrictions and easements of record.

North River Ranch Improvement Stewardship District

Supplemental Assessment Methodology Report

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SUPPLEMENTAL ASSESSMENT REPORT FIELDSTONE PHASE 2 PROJECT, SERIES 2022 BONDS

November 2022

Prepared for:

Members of the Board of Supervisors,
North River Ranch Improvement Stewardship District

Prepared on November 22, 2022

PFM Financial Advisors LLC
12051 Corporate Boulevard
Orlando, FL 32817

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SUPPLEMENTAL ASSESSMENT REPORT
FIELDSTONE PHASE 2 PROJECT, SERIES 2022 BONDS

November 22, 2022

Introduction

Purpose

This Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022 Bonds (“Supplemental Report”) provides a methodology for allocating the assessments securing the repayment of the planned Series 2022 Capital Improvement Revenue Bonds, (the “Series 2022 Bonds”) to be issued by North River Ranch Improvement Stewardship District (the “District”). This Supplemental Report applies and operates pursuant to the methodology outlined in the North River Ranch Improvement Stewardship District Master Special Assessment Methodology Report for Phase 2 (“Master Report”) dated May 24, 2022.

The District consisting of 2,001+/- gross acres is currently planned to be developed in multiple phases. The second phase of Fieldstone planned for 707 apartment units, 107 townhome units, 86 assisted living units, a 150-bed hospital and 477,000 square feet of mixed-use space situated east of the Fort Hamer Road extension and being marketed as “Village Center” ("Fieldstone Phase 2"). The capital improvement program for the lands within Fieldstone Phase 2 portion of the Development (the "Village Center CIP") is estimated to cost approximately $20.9 million. The 167.09 developable acres within District’s Fieldstone Phase 2 (“Village Center Assessment Area”) receive special benefit from the Village Center CIP. The capital improvements described in the Village Center CIP will be constructed in multiple phases over time. The initial phase of the Village Center CIP is estimated to cost approximately $19.0 million and includes the costs allocable to certain master infrastructure improvements related the hospital parcel planned for a 150-bed hospital and 125,000 square feet of medical office space (the “Hospital Parcel”) and the apartment parcel planned for 707 apartments (the “Apartment Parcel”) within the Village Center Assessment Area (the “Series 2022 Project). The District will issue the Series 2022 Bonds to finance a portion of the Series 2022 Project in the estimated amount of $11.6 million (the “Series 2022 Project”). The Series 2022 Bonds and associated assessments (“Series 2022 Assessments”) will provide for the construction or acquisition of assessable improvements to certain properties located within the District’s Fieldstone Phase 2. The methodology described herein allocates the cost of the Series 2022 Project to certain properties within the District, based upon the benefits those properties receive from those improvements.

This Supplemental Report is designed to conform to the requirements of Chapters 170 and 190 of the Florida Statutes with respect to special assessments and is consistent with our understanding of the case law on this subject.

Background

The District was created on June 9, 2020. The District currently encompasses approximately 2,001+/- acres in Manatee County. The North River Ranch Improvement Stewardship District Supplemental Engineer’s Report for Phase 2 Infrastructure Improvements, dated May 10, 2022 (Updated November 18, 2022), (the “Engineer’s Report”)1 as provided by Stantec (“District Engineer”) provides a description of the improvements and a location map for the 167.09 developable acres that comprise Fieldstone Phase 2. As outlined in Table 2 of the Engineer’s Report, the Village Center CIP consists of master public infrastructure improvements at an estimated cost of $20.9 million.

This Supplemental Report provides a methodology to allocate the debt over the approximately 167.09 assessable acres in the Village Center Assessment Area that will receive a special benefit from the installation of the proposed Series 2022 Project. It is the District’s debt-funded capital infrastructure improvements that will allow the development of the lands within the District’s Village Center Assessment Area. By making development of the lands within the District possible, the District creates benefits to the lands within the Village Center Assessment Area.

The methodology described herein allocates the District’s debt to the District’s Village Center Assessment Area lands based upon the benefits received from the infrastructure program. This report is designed to conform to the requirements of Chapter 170, F.S. with respect to special assessments and is consistent with our understanding of the case law on this subject.2

1 Stantec, (May 10, 2022), “North River Ranch Improvement Stewardship District Supplemental Engineer’s Report for Phase 2 Infrastructure Improvements”
2 See for City of Winter Springs v. State, 776 So.2d 255 (Fla 2003) and City of Boca Raton, v. State, 595 So.2d 25 (Fla 1992)

Projected Land Use Plan for the District’s Phase 2

The methodology described herein initially allocates the District’s debt over the acreage in the District’s Village Center Assessment Area on an equal acreage basis. As such acreage is sold with entitlements transferred thereto or is developed and platted, the Series 2022 Assessments are allocated on a per lot basis.

The Series 2022 Assessments levied in connection with the Series 2022 Bonds (the “Series 2022 Assessments”) will initially be allocated over all acreage within the Village Center Assessment Area which constitutes the land comprising Fieldstone Phase 2. The Series 2022 Assessments will then be allocated on a per unit basis upon sale of property with specific entitlements transferred thereon or platting of the units within Village Center Assessment Area. The Series 2022 Bonds were sized to correspond to the collection of Series 2022 Assessments from the 150-bed hospital, 125,000 square feet of medical office space and 707 apartments planned within Fieldstone Phase 2 of the District consisting of the Hospital Parcel and Apartment Parcel. Based on the sizing of the Series 2022 Bonds, it is anticipated the Series 2022 Assessments levied in connection with the Series 2022 Bonds will be allocated to the assessable units within the Hospital Parcel and the Apartment Parcel of the District as illustrated in Table 4.

This report is designed to conform to the requirements of Chapter 170, F.S. with respect to special assessments and is consistent with our understanding of the case law on this subject. This Supplemental Report addresses the allocation of the costs of the Series 2022 Project to these developable properties located within the District’s Village Center Assessment Area that receive a special benefit from the Series 2022 Project. Table 1 identifies the property and planned unit types within the District’s Village Center Assessment Area that are ultimately anticipated to be subject to the Series 2022 Assessments.
Table 1. Development Plan for Phase 2 Assessment Area and ERUs

Residential
Multi-Family (MF)	
Unit Type Dwelling Unit	
Units 707	ERU Weight per Unit/ 1,000 Square Feet
0.5	Total ERU 353.5	
Non-Residential					
Medical Office	Square Feet	125,000	1	125	
Hospital	Beds	150	1	150	
TOTAL				628.5	
Source: Developer

CIP - Infrastructure Installation

The District will construct its public infrastructure and improvements as outlined in the Engineer’s Report, as prepared by the District Engineer. The District infrastructure and improvements for the District’s Village Center CIP are presented in Table 2.

Table 2. Summary of CIP Cost Estimates / Phase 2 Project

Improvement	Total Costs	
Roadways	$6,445,971	
Street/Entry Lighting	$315,000	
Drainage	$3,274,773	
Water & Wastewater	$3,637,174	
Clearing & Earthwork	$6,331,310	
Landscaping, Lakes & Irrigation	$2,800,000	
Amenity Center & Trails	$1,260,000	
Entrance Features & Signs	$1,050,000	
Professional Services	$2,707,707	
Contingency	$2,912,194	
Total	$30,734,129	
`	Source: Stantec

via Developer's Agreement with the District.

(1) Any costs outlined in the Engineer's Report not funded with bond proceeds will be funded

Detailed information concerning the Series 2022 Project is contained in the Supplemental Engineer’s Report3, as prepared by the District Engineer. Enumeration of the estimated infrastructure costs of the Series 2022 Project are provided in Table 3.

Table 3. Series 2022 Project Costs

	Infrastructure		Series 2022 Project		
	Roadways		$4,467,583		
	Street/Entry Lighting		$189,000		
	Drainage		$1,964,864		
	Water and Wastewater		$2,182,304		
	Clearing and Earthwork		$3,798,786		
	Landscaping/Lake/Irrigation		$1,680,000		
	Amenity Center/Trail		$756,000		
	Entrance Feature		$630,000		
	Professional Fees		$1,624,624		
	Contingency		$1,747,316		
 TOTAL	$19,040,477	
Source: Stantec

3 Stantec, (November 18, 2022), “North River Ranch Improvement Stewardship District Supplemental Engineer’s Report for Phase 2 Infrastructure Improvements Series 2022 Project”

Requirements of a Valid Assessment Methodology

In PFM Financial Advisors LLC, the Assessment Consultant’s (“PFM FA” and/or “AC”) experience, there are two primary requirements for special assessments to be valid under Florida law. First, the properties assessed must receive a special benefit from the improvements paid for via the assessments. Second, the assessments must be fairly and reasonably allocated to the properties being assessed. If these two characteristics of valid special assessments are adhered to, Florida law provides some latitude to legislative bodies, such as the District’s Board of Supervisors, in approving special assessments. Indeed, Florida courts have found that the mathematical perfection of calculating special benefit is impossible, and, accordingly, a special assessment is valid as long as there is a logical relationship between the services provided and the benefit to real property. A court must give deference to the District’s determinations regarding the levy of special assessments, and such special assessments are only invalid if the District’s determinations are found to be arbitrary.

Special Benefits and General Benefits

Improvements undertaken by the District create both special benefits and general benefits to property owners located within and surrounding the District. However, in our opinion, the general benefits to the public at large are incidental in nature and are readily distinguishable from the special benefits which accrue to property located within the District. It is the District’s Village Center CIP that enables properties within the District’s boundaries to be developed. Without the District’s Village Center CIP there would be no infrastructure to support development of land within the District. Without these improvements, development of property in the District would not be permitted.

The new infrastructure improvements included in the Village Center CIP create both: (1) special benefits to the developable property within the District and (2) general benefits to properties outside the District. However, as discussed below, these general benefits are incidental in nature and are readily distinguishable from the special benefits which accrue to the developable property within the District. The CIP described in the District Engineer’s Report enables the developable property within the District to be developed. Without the Village Center CIP, there would be no infrastructure to support development of the developable property within the District.

Series 2022 Bonds Plan of Finance

The District’s Series 2022 Bonds will have a maximum total par value of $13,850,000. Table 4 presents the details for the Series 2022 Bonds.

Table 4. Details of the Series 2022 Bonds

Sources
Bond Proceeds:
Par Amount	$13,850,000
Total Sources	$13,850,000

Uses:
Project Fund Deposits:
Project Fund	$11,554,924
Other Fund Deposits:
Debt Service Reserve Fund	$1,033,249
Capitalized Interest Fund(1)	$759,826
Delivery Date Expenses:
Costs of Issuance	$225,000
Underwriter's Discount	$277,000
Total Uses	$13,850,000

Rate	6.25%
Term	30
Capitalized Interest (months)	11
Source: MBS Capital Markets LLC; (1) Capitalized interest calculated from the date of issuance
Assessment Methodology
Overview
The assessment methodology consists of five steps described below. First, the District Engineer estimates the costs for the District improvements needed for the buildout of the District. Second, the District Engineer determines the gross acres that benefit from the Village Center CIP. Third, the District’s bond underwriter and AC determine the total funding amount (including financing costs) needed to acquire and/or construct a portion of the Village Center CIP. Fourth, consistent with the Master Report, this amount is initially divided equally among the benefited properties in the District on a gross assessable acreage basis. Finally, as land is sold with entitlements or platted, the debt is allocated on a per lot basis on the assessable lands within the District.

As described more fully below, the District is issuing $13,850,000 in Series 2022 Bonds to fund a portion of the Series 2022 Project to provide for a debt service reserve account, to capitalize a portion of the interest on the Series 2022 Bonds, and to fund other costs associated with issuing the Series 2022 Bonds. It is the debt represented by the Series 2022 Bonds that is anticipated to be fully allocated to properties within the District that benefit from the Series 2022 Project.

Assessment Allocation

The assessment methodology allocates debt to specific properties in the Village Center Assessment Area based upon the benefit that each one receives from the Series 2022 Project funded by proceeds of the Series 2022 Bonds. The Series 2022 Project improvements to be acquired and/or constructed with District funds will benefit all acres within the Village Center Assessment Area. Each of the acres of land within the District will initially share equally in the benefits/costs bestowed by such improvements and upon sale with entitlements transferred thereto or property is developed and platted the special assessments securing the Series 2022 Bonds will be allocated on a per unit basis, as illustrated in Table 5.

More specifically, the Series 2022 Assessments levied in connection with the Series 2022 Bonds will initially be levied on an equal acreage basis over all acreage within the Village Center Assessment Area and then be allocated on a per unit basis as illustrated in Table 4 upon the sale of property with specific entitlements transferred thereto or platting within Fieldstone Phase 2 of the District. The Series 2022 Bonds were sized to correspond to the collection of Series 2022 Assessments from the 150-bed hospital, 125,000 square feet of medical office space and 707 apartments planned within Fieldstone Phase 2 of the District consisting of the Hospital Parcel and Apartment Parcel.

The Series 2022 Assessments are expected to be paid annually over a thirty (30) year period. As noted above, if two basic principles are adhered to, Florida law generally allows the District Board some latitude in determining the appropriate methodology to allocate the costs of its Village Center CIP to benefiting properties in the District. The two principles are: (1) the properties being assessed must receive a special benefit from the Village Center CIP and (2) the assessments allocated to each property must be fairly and reasonably apportioned among the benefiting properties.

In allocating special assessments to benefiting property, Florida governments have used a variety of methods including, but not limited to, front footage, area, trip rates, equivalent residential units (“ERU”), dwelling units, and acreage. These ERU values equate the benefit received by a stated amount of such land use category to the benefit received by a typical single-family residence. As adopted by the District’s Board of Supervisors in the Master Report, the use of ERU values to estimate the benefit derived from infrastructure improvements is recognized as a simple, fair, and reasonable method for apportioning benefit. The Florida Supreme Court concluded that the ERU method was a valid methodology in its decision in Winter Springs v. State.4 In addition, the ERU methodology is widely used in other similar CDDs.

Table 5 contains the allocation of the District’s Series 2022 Project costs, as financed, to the units planned for Phase 2 of the District which is anticipated to fully absorb the Series 2022 Assessments based on the ERU value assigned to each unit. Table 5 also shows the annual bond debt service assessments associated with the bond par allocations 5. Table 5 becomes important as the land within the District’s is platted, as specific bond debt service assessments will be assigned to the individual units at that time.

Table 5. Phase 1 - Allocation of the Costs of the Series 2022 Project, as Financed

Land Use	Number of Units/ Square
Feet	

Principal Allocation	
Principal Per Unit Allocation	Annual Assessment Allocation
(net)	Annual Assessment
per Unit
(net)	Annual Assessment Allocation (gross)(1)	Annual Assessment
per Unit (gross) (1)	
Residential								
MF	707	$7,789,936	$11,018	$581,151	$822.00	$624,894	$883.87	
Non-Residential								
Medical Office	125,000	$2,754,574	$22.04	$205,499	$1.64	$220,967	$1.77	
Hospital	150	$3,305,489	$22,037	$246,599	$1,643.99	$265,160	$1,767.73	
Total		$13,850,000		$1,033,249		$1,111,021		
Source: PFM Financial Advisors LLC,
(1) Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

4 City of Winter Springs v. State, 776 So.2d 255 (Fla 2003)

True-Up Mechanism

Although the District does not process plats, it does have an important role to play during development. Whenever a parcel’s land use and development density and intensity is determined with sufficient certainty, the District must allocate a portion of its debt to the parcel according to the procedures outlined in Section 3.2 above. In addition, the District must also prevent any buildup of debt on land that has not yet been developed. Otherwise, the land could be fully subdivided without all the debt being allocated. To preclude this, a test is conducted when development thresholds are reached within the District. If the development at these thresholds does not cause the debt on the remaining land to increase above a debt “Ceiling Level”, then no further action in necessary. However, if the debt on the remaining land does increase, a debt reduction payment (“True Up payment”) will be necessary.

As provided for in the Master Methodology, the maximum True-Up payment per ERU is $22,043.56 ($27,830,000 / 1,262.5). The ceiling level of debt is established at the time each series of bonds is issued. The District plans to issue $13,850,000 in Series 2022 Bonds to fund the Series 2022 Project. Applying the Master Methodology, the True-Up per ERU is $22,037 ($13,850,000 / 628.5). However, if the property owner can demonstrate to the District sufficient future development densities (consistent with the opinion of the District Engineer), a true-up payment may be suspended at the District’s discretion.

Assessment Roll

Table 6 outlines the bond principal assessment per assessable acre for the District. A description of the District’s parcel identification numbers, which will be assessed to secure the repayment of the District’s Series 2022 Bonds, is found in Table 6. The assessments shall be paid in not more than thirty (30) annual installments for the Series 2022 Bonds.

Table 6. Assessment Roll

Parcel ID Numbers	Acres	Par Debt	Annual Assessment	Administrative Fees	Gross Annual Assessment (1)	
401910509	209.002	$12,541,388	$935,623	$70,423	$1,006,046	
401910559	21.808	$1,308,612	$97,626	$7,348	$104,974	
Total	230.81	$13,850,000	$1,033,249	$77,771	$1,111,021	
Source: Manatee County Property Appraiser and PFM Financial Advisors LLC
Gross assessments represent the assessment placed on the County tax roll each year, if the District elects to use the Uniform Method of collecting non-ad valorem assessments authorized by Chapter 197 of the Florida Statutes. Gross assessments include a 7.0% gross-up to account for the fees of the County Property Appraiser and Tax Collector and the statutory early payment discount.

North River Ranch Improvement Stewardship District

Legal Description

North River Ranch Improvement Stewardship District

Resolution 2023-10,
Bond Delegation Award Resolution

RESOLUTION 2023-10

A RESOLUTION OF THE BOARD OF SUPERVISORS OF NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $15,000,000 AGGREGATE PRINCIPAL AMOUNT OF NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BONDS (FIELDSTONE PHASE 2 PROJECT), IN ONE OR MORE SERIES (THE “SERIES 2022 BONDS”); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2022 BONDS; APPOINTING AN UNDERWRITER; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT WITH RESPECT TO THE SERIES 2022 BONDS AND AWARDING THE SERIES 2022 BONDS TO THE UNDERWRITER NAMED THEREIN PURSUANT TO THE PARAMETERS SET FORTH IN THIS RESOLUTION; APPROVING THE FORM OF AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY LIMITED OFFERING MEMORANDUM AND ITS USE BY THE UNDERWRITER IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2022 BONDS AND APPROVING THE EXECUTION AND DELIVERY OF A FINAL LIMITED OFFERING MEMORANDUM; AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT AND THE APPOINTMENT OF A DISSEMINATION AGENT; PROVIDING FOR THE APPLICATION OF SERIES 2022 BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2022 BONDS; APPOINTING A TRUSTEE, BOND REGISTRAR AND PAYING AGENT; PROVIDING FOR THE REGISTRATION OF THE SERIES 2022 BONDS PURSUANT TO THE DTC BOOK-ENTRY SYSTEM; DETERMINING CERTAIN DETAILS WITH RESPECT TO THE SERIES 2022 BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, North River Ranch Improvement Stewardship District (the “District”) is a limited, special-purpose unit of local government and an independent special district organized and existing pursuant to Chapter 189, Florida Statutes, and the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended from time to time (the “Act”); and

WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the planning, design, acquisition and/or construction of certain improvements pursuant to the Act; and

WHEREAS, pursuant to Resolution No. 2021-31 adopted by the Board of Supervisors (the “Board”) of the District on July 28, 2021 (the “Master Bond Resolution”), the Board has authorized the issuance, sale and delivery of Bonds in an aggregate principal amount not to exceed
$289,130,000 (the “Bonds”), to be issued in one or more Series of Bonds as authorized under a Master Trust Indenture (the “Master Indenture”) to be entered into between the District and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), which Bonds were validated by order of the Circuit Court of the Twelfth Judicial Circuit of the State of Florida, in and for Manatee County, Florida rendered on October 14, 2021, the appeal period for which has expired with no appeal having been taken; and

WHEREAS, the Board has determined to issue its North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds (Fieldstone Phase 2 Project) (the “Series 2022 Bonds”), for the purpose, among others, of financing a portion of the Costs of the acquisition, construction and installation of assessable capital improvements (the “Series 2022 Project”) more particularly described in the Supplemental Engineer’s Report for Phase 2 Infrastructure Improvements Series 2022 Project dated November 18, 2022, prepared by Stantec Consulting Services Inc. (the “Engineer’s Report”); and

WHEREAS, the Series 2022 Bonds will be secured by Assessments levied upon lands specially benefited by the Series 2022 Project (the “Series 2022 Assessments”) as more particularly described in the Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022 Bonds prepared by PFM Financial Advisors LLC (the “Assessment Report”); and

WHEREAS, the Series 2022 Bonds shall constitute a Series of Bonds authorized by the Master Bond Resolution; and

WHEREAS, there has been submitted to the Board with respect to the issuance and sale of the Series 2022 Bonds:

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

a form of Bond Purchase Agreement with respect to the Series 2022 Bonds between MBS Capital Markets, LLC and the District attached hereto as Exhibit B (the “Purchase Contract”), together with the form of disclosure statements attached to the Purchase Contract in accordance with Section 218.385, Florida Statutes;

a form of Preliminary Limited Offering Memorandum attached hereto as Exhibit C (the “Preliminary Limited Offering Memorandum”);

a form of Continuing Disclosure Agreement (the “Continuing Disclosure Agreement”), among the District, NPL Unit 2, LLC, and PFM Group Consulting LLC, as dissemination agent (the “Dissemination Agent”), attached hereto as Exhibit D; and

NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of North River Ranch Improvement Stewardship District, as follows:

Section 1.  Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meanings ascribed to them in the Indenture.

Section 2.  Authorization. There are hereby authorized and directed to be issued the Series 2022 Bonds, in the aggregate principal amount of not to exceed $15,000,000, for the purpose, among others, of providing funds for the payment of a portion of the Costs of the Series 2022 Project. The Series 2022 Bonds shall be secured by the revenues derived by the District from the Series 2022 Assessments, all as provided in the Indenture. The purchase price of the Series 2022 Bonds shall be received and receipted by the District, or the Trustee on behalf of the District, and the Trustee shall apply the proceeds of the Series 2022 Bonds as set forth in the First Supplement and the Limited Offering Memorandum (as defined below). The Series 2022 Bonds shall be dated, have such interest payment dates, have such maturities, have such redemption provisions and bear interest at such rates, all as provided in the Indenture.

Section 3. First Supplement. The First Supplement is hereby approved in substantially the form set forth as Exhibit A hereto and the Chair or the Vice Chair of the Board is hereby authorized and directed to execute and deliver such First Supplement on behalf of and in the name of the District and the Secretary or any Assistant Secretary of the Board is hereby authorized to attest such execution, with such additions and deletions therein as may be made and/or approved by the Chair or the Vice Chair executing the same, such execution to be conclusive evidence of such approval.

Section 4.  Appointment of Underwriter; Negotiated Sale. MBS Capital Markets, LLC (the “Underwriter”) is hereby appointed as the underwriter for the Series 2022 Bonds. The Series 2022 Bonds shall be sold pursuant to a negotiated sale to the Underwriter. It is hereby determined by the Board that a negotiated sale of the Series 2022 Bonds to the Underwriter is in the best interests of the District because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the District’s ability to issue and deliver the Series 2022 Bonds at presently favorable interest rates, and because the nature of the security for the Series 2022 Bonds and the source(s) of payment of Debt Service on the Series 2022 Bonds requires the participation of the Underwriter in structuring the Series 2022 Bond issue.

Section 5. Purchase Contract. The Board hereby approves the Purchase Contract submitted by the Underwriter in substantially the form attached as Exhibit B hereto. The Chair or Vice Chair of the Board is hereby authorized to execute the Purchase Contract and to deliver the Purchase Contract to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the executing Chair or Vice Chair; provided, however, that (i) the principal amount of the Series 2022 Bonds shall not exceed $15,000,000, (ii) the average net interest cost on the Series 2022 Bonds shall not exceed the maximum allowable by Section 215.84, Florida Statutes, (iii) the Series 2022 Bonds shall have a maturity date no later than May 1, 2055, or as provided by law, and (iv) the Underwriter’s discount shall not exceed two

percent (2.00%) of the aggregate principal amount of the Series 2022 Bonds. Execution by the Chair or Vice Chair of the Purchase Contract shall be deemed to be conclusive evidence of approval of such changes.

Section 6. Preliminary Limited Offering Memorandum; Final Limited Offering Memorandum. The Board hereby approves the form of the Preliminary Limited Offering Memorandum submitted to the Board meeting and attached hereto as Exhibit C and authorizes its distribution and use in connection with the limited offering for the sale of the Series 2022 Bonds. If between the date hereof and the mailing of the Preliminary Limited Offering Memorandum it is necessary to make insertions, modifications and changes to the Preliminary Limited Offering Memorandum, the Chair or Vice Chair is hereby authorized to approve such insertions, changes and modifications, and the Chair or Vice Chair is hereby authorized to deem the Preliminary Limited Offering Memorandum “final” within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the “Rule”). The preparation of a final Limited Offering Memorandum is hereby authorized and approved and the Chair or Vice Chair is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the Series 2022 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the Series 2022 Bonds. The Limited Offering Memorandum shall be substantially in the form of the final Preliminary Limited Offering Memorandum, with such changes as shall be approved by the Chair or Vice Chair as necessary to conform to the details of the final pricing of the Series 2022 Bonds and such other insertions, modifications and changes as may be approved by the Chair or Vice Chair.

Section 7.  Continuing Disclosure. The District does hereby authorize and approve the execution and delivery of the Continuing Disclosure Agreement by the Chair or Vice Chair in substantially the form presented to the Board and attached hereto as Exhibit D. The Continuing Disclosure Agreement is being executed by the District in order to assist the Underwriter in complying with the Rule. PFM Group Consulting LLC, is hereby appointed as the initial Dissemination Agent to perform the duties required under the Continuing Disclosure Agreement.

Section 8.  Appointment of Trustee, Paying Agent, and Bond Registrar. U.S. Bank Trust Company, National Association is hereby appointed to serve as Trustee, Paying Agent, and Bond Registrar under the Indenture.

Section 9.  Open Meetings. It is found and determined that all formal actions of the Board concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of the Board and that all deliberations of the members of the Board which resulted in such formal action were taken in meetings open to the public, in full compliance with all legal requirements.

Section 10.  Further Official Action; Ratification of Prior Acts. The Chair, the Vice Chair, the Secretary, any Assistant Secretary or member of the Board, PFM Group Consulting LLC, in its capacity as District Manager, and any other proper official of the District (each a

“District Officer”) and any authorized designee thereof, are each hereby authorized and directed to execute and deliver any and all documents and instruments (including, without limitation, any documents required by the Trustee to evidence its rights and obligations with respect to the Series 2022 Bonds, any documents required in connection with implementation of a book-entry system of registration, any agreements with NPL Unit 2, LLC and Manatee Medical Holdings 68, LLC (and/or affiliates of such parties), and any agreements in connection with maintaining the exclusion of interest on the Series 2022 Bonds from gross income of the holders thereof) and to do and cause to be done any and all acts and things necessary or desirable for carrying out the transactions contemplated by this Resolution. In the event that the Chair or the Vice Chair is unable to execute and deliver the documents herein contemplated, such documents shall be executed and delivered by the designee of such officer or official or any other duly authorized officer or official of the District. Any District Officer is hereby authorized and directed to apply and attest the official seal of the District to any agreement or instrument authorized or approved herein that requires such a seal and attestation. The Chair or other District Officer may, among other things, authorize the change of the date of any document accompanying this Resolution as an exhibit or incorporate the information and details related to the sale and pricing of the Series 2022 Bonds. Execution by the Chair or other District Officer of such document shall be deemed to be conclusive evidence of approval of such change of date or the incorporation of information and details relating to the sale and pricing of the Series 2022 Bonds. All actions taken to date by any District Officer and the agents and employees of the District in furtherance of the issuance of the Series 2022 Bonds are hereby approved, confirmed and ratified.

Section 11. Severability. If any section, paragraph, clause or provision of this Resolution shall be held to be invalid or ineffective for any reason, the remainder of this Resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this Resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.

Section 12.  Inconsistent Proceedings. All resolutions or proceedings, or parts thereof, in conflict with the provisions hereof are to the extent of such conflict hereby repealed or amended to the extent of such inconsistency.

Section 13. Engineer’s Report. The Board hereby approves of changes to the Engineer’s Report previously approved by the Board and also authorizes further revisions and supplements to the Engineer’s Report with respect to the marketing and sale of the Series 2022 Bonds relating to the Series 2022 Project.

Section 14. Assessment Report. The Board authorizes further modifications and supplements to the Assessment Report previously approved by the Board and also authorizes further revisions and supplements to the Assessment Report with respect to the marketing and sale of the Series 2022 Bonds.

Section 15.	Ratification of Master Bond Resolution.	Except to the extent hereby modified, the Master Bond Resolution of the District is hereby ratified, confirmed and approved

in all respects.			
Section 16.	Effective Date.	This Resolution shall take effect immediately upon its	
adoption.			
[End of Resolution – Signature page to follow]	

PASSED in Public Session of the Board of Supervisors of North River Ranch Improvement Stewardship District, this 22nd day of November, 2022.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chair, Board of Supervisors

EXHIBIT A

FORM OF FIRST SUPPLEMENT

BMO Draft #1 11/17/2022

FIRST SUPPLEMENTAL TRUST INDENTURE BETWEEN
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT AND
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of December 1, 2022

$	
Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of this First Supplemental Trust Indenture.

ARTICLE I DEFINITIONS
Section 101.	Definitions	4
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2022 BONDS
Section 201.	Authorization of Series 2022 Bonds; Book-Entry Only Form	6
Section 202.	Terms	8
Section 203.	Dating and Interest Accrual	8
Section 204.	Denominations	8
Section 205.	Paying Agent	8
Section 206.	Bond Registrar	8
Section 207.	Conditions Precedent to Issuance of Series 2022 Bonds	8
ARTICLE III REDEMPTION OF SERIES 2022 BONDS
Section 301.	Bonds Subject to Redemption; Notice of Redemption	9
ARTICLE IV
DEPOSIT OF SERIES 2022 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	9
Section 402.	Use of Series 2022 Bond Proceeds	10
Section 403.	Series 2022 General Acquisition and Construction Account, Series 2022 Restricted Acquisition and Construction Account and Series 2022
Capitalized Interest Account	10
Section 404.	Costs of Issuance Account	12
Section 405.	Series 2022 Reserve Account	12
Section 406.	Amortization Installments	13

Section 407.	Tax Covenants and Rebate Account	13
Section 408.	Series 2022 Revenue Account; Application of Revenues and Investment Earnings	13
ARTICLE V CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	16
Section 502.	Limitation of Trustee’s Responsibility	16
Section 503.	Trustee’s Duties	16
ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds; Limitation on Parity Assessments	16
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	16
Section 702.	Continuing Disclosure Agreement	16
Section 703.	Collection of Series 2022 Assessments	17
Section 704.	Requisite Owners for Direction or Consent	17
Section 705.	Owner Direction and Consent with Respect to Series 2022 Acquisition and Construction Accounts Upon Occurrence of Event of Default	17
Section 706.	Additional Covenant Regarding Series 2022 Assessments	18
Section 707.	Assignment of District’s Rights Under Collateral Assignment	18
Section 708.	Enforcement of True-Up Agreement and Completion Agreement	18
Exhibit A – Supplemental Engineer’s Report Exhibit B - Form of Series 2022 Bonds

FIRST SUPPLEMENTAL TRUST INDENTURE

THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this “First Supplemental Indenture”) is dated as December 1, 2022, between NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT (the “District”) and U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as trustee (the “Trustee”), a national banking association authorized to accept and execute trusts of the character herein set forth, with its designated corporate trust office located at 500 West Cypress Creek Road, Suite 460, Fort Lauderdale, Florida 33309, Attention: Corporate Trust Department.

WHEREAS, pursuant to Resolution No. 2021-31 adopted by the Governing Body of the District on July 28, 2021 (the “Master Bond Resolution”), the District has authorized the issuance, sale and delivery of Bonds in an aggregate principal amount not to exceed $289,130,000 (the “Bonds”), to be issued in one or more Series of Bonds as authorized under the Master Trust Indenture dated as of December 1, 2022, between the District and the Trustee (the “Master Indenture”), which Bonds were validated by Order Adopting and Approving Magistrate’s Report and Recommended Final Judgment of the Circuit Court of the Twelfth Judicial Circuit of the State of Florida, in and for Manatee County, Florida on October 14, 2021, the appeal period for which has expired with no appeal having been taken; and

WHEREAS, the Governing Body of the District duly adopted Resolution No. 2022-05, on May 24, 2022, providing for the acquisition, construction and installation of assessable capital improvements more particularly described in the Supplemental Engineer’s Report for Phase 2 Infrastructure Improvements, prepared by Stantec Consulting Services Inc. (the “Village Center CIP”), providing estimated Costs of the Village Center CIP, defining assessable property to be benefited by the Village Center CIP, defining the portion of the Costs of the Village Center CIP with respect to which Special Assessments will be imposed and the manner in which such Special Assessments shall be levied against such benefited property within the District, directing the preparation of an assessment roll, and stating the intent of the District to issue Bonds of the District secured by such Special Assessments to finance the costs of the acquisition, construction and installation of the Village Center CIP, and the Governing Body of the District duly adopted Resolution No. 2022-15, on July 13, 2022, following a public hearing conducted in accordance with the Act, to fix and establish the Special Assessments and the benefited property, which Resolution will be supplemented by a supplemental assessment resolution conforming the Series 2022 Assessments (hereinafter defined) to the final pricing of the Series 2022 Bonds (hereinafter defined); and

WHEREAS, pursuant to Resolution No. 2023-10, adopted by the Governing Body of the District on November 22, 2022, the District has authorized the issuance, sale and delivery of its
$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the “Series 2022 Bonds”) which are issued hereunder as a Series of Bonds under, and as defined in, the Master Indenture, and has authorized the execution and delivery of the Master Indenture and this First Supplemental Indenture to

secure the issuance of the Series 2022 Bonds and to set forth the terms of the Series 2022 Bonds; and

WHEREAS, the Series 2022 Bonds constitute a Series of Bonds as authorized by the Master Bond Resolution; and

WHEREAS, the District will apply the proceeds of the Series 2022 Bonds to: (i) finance a portion of the Cost of the Series 2022 Project (as more particularly described in the [NAME OF SUPPLEMENTAL ENGINEER’S REPORT] attached hereto as Exhibit A, the “Series 2022 Project”); (ii) pay certain costs associated with the issuance of the Series 2022 Bonds; (iii) make a deposit into the Series 2022 Reserve Account to be held for the benefit of all of the Series 2022 Bonds, without privilege or priority of one Series 2022 Bond over another; and (iv) pay the interest to become due on the Series 2022 Bonds through November 1, 2023; and

WHEREAS, the Series 2022 Bonds will be payable from and secured by Special Assessments imposed, levied and collected by the District with respect to property specially benefited by the Series 2022 Project (the “Series 2022 Assessments”), which, together with the Series 2022 Pledged Funds (hereinafter defined) will comprise the Trust Estate securing the Series 2022 Bonds (the “Series 2022 Trust Estate”), which shall constitute a “Series Trust Estate” as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2022 Bonds and of this First Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2022 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this First Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2022 Trust Estate have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL TRUST INDENTURE WITNESSETH:

That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2022 Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2022 Bonds Outstanding (as defined in the Master Indenture) from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and such other payments due under any Letter of Credit Agreement or Liquidity Agreement (as defined in the Master Indenture), and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this First Supplemental Indenture and in the Series 2022 Bonds: (a) has executed and delivered this First Supplemental Indenture and (b) does hereby, in confirmation of the Master Indenture, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in the

trusts established under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture the revenues received by the District from the Series 2022 Assessments (the “Series 2022 Pledged Revenues”) and the Funds and Accounts (except for the Series 2022 Rebate Account) established hereby (the “Series 2022 Pledged Funds”) which shall comprise a part of the Series 2022 Trust Estate;

TO HAVE AND TO HOLD all the same by the Master Indenture granted, bargained, sold, conveyed, transferred, assigned and pledged, or agreed or intended so to be, to the Trustee and its successors in said trust and to it and its assigns forever;

IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts in the Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2022 Bonds issued or to be issued under and secured by this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2022 Bond over any other Series 2022 Bond by reason of priority in their issue, sale or execution;

PROVIDED FURTHER HOWEVER, that if the District, its successors or assigns, shall well and truly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2022 Bonds or any Series 2022 Bond of a particular maturity issued, secured and Outstanding under this First Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2022 Bonds and this First Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this First Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Master Indenture and this First Supplemental Indenture, then upon such final payments, this First Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2022 Bonds or any Series 2022 Bond of a particular maturity, otherwise this First Supplemental Indenture shall remain in full force and effect;

THIS FIRST SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that all Series 2022 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this First Supplemental Indenture), including this First Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2022 Bonds, as follows:

ARTICLE I DEFINITIONS

Section 101. Definitions. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the Master Indenture are used with the same meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) expressly given a different meaning herein or (ii) the context clearly requires otherwise. In addition, unless the context clearly requires otherwise, the following terms used herein shall have the following meanings:

“Assessment Methodology” shall mean, collectively, the Master Special Assessment Methodology Report for Phase 2 prepared by Wrathell, Hunt and Associates, LLC and dated May 24, 2022 (the “Master Assessment Report”), as supplemented by the [Supplemental Assessment Methodology, Fieldstone Phase 2 dated December  , 2022], prepared by PFM Financial Advisors LLC, as the District’s Assessment Consultant.

“Authorized Denomination” shall mean, with respect to the Series 2022 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2022 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000.

“Bond Depository” shall mean the securities depository from time to time under Section 201 hereof, which may be the District.

“Bond Participants” shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds Bonds as securities depository.

“Collateral Assignment” shall mean the 	 dated as of December   , 2022, by the Master Developer in favor of the District.

“Completion Agreement” shall mean the 	, dated December
  , 2022.

“Declarations of Consent” shall mean, collectively, the 		 by the Master Developer and the 	 by the Hospital Parcel Landowner.

“Delinquent Assessment Interest” shall mean Series 2022 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2022 Assessment Interest has, or would have, become delinquent under State law applicable thereto.

“Delinquent Assessment Principal” shall mean Series 2022 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2022 Assessment Principal has, or would have, become delinquent under State law applicable thereto.

“Delinquent Assessments” shall mean Delinquent Assessment Principal and Delinquent Assessment Interest.

“DTC” shall mean The Depository Trust Company, New York, New York.

“Hospital Parcel Landowner” shall mean Manatee Medical Holdings 68, LLC, a Florida limited liability, and its successor and assigns.

“Interest Payment Date” shall mean each May 1 and November 1, commencing May 1,
2023.

“Master Developer” shall mean NPL Unit 2, LLC, a Florida limited liability company, and its successors and assigns.

“Nominee” shall mean the nominee of the Bond Depository, which may be the Bond Depository, as determined from time to time pursuant to this First Supplemental Indenture.

“Quarterly Redemption Date” shall mean each February 1, May 1, August 1, and November 1.

“Series 2022 Acquisition and Construction Accounts” shall mean, collectively, the Series 2022 General Acquisition and Construction Account and the Series 2022 Restricted Acquisition and Construction Account.

“Series 2022 Assessment Proceedings” shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2022 Assessments which include Resolution Nos. 2022-05, 2022-06, 2022-15, and 2023-  adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2022 Assessments and the Assessment Methodology as approved thereby.

“Series 2022 Assessments” shall mean the principal and interest of Series 2022 Assessments received by the District which correspond to the principal of and interest on the Series 2022 Bonds.

“Series 2022 Assessment Interest” shall mean the interest on the Series 2022 Assessments which is pledged to the Series 2022 Bonds.

“Series 2022 Assessment Principal” shall mean the principal amount of Series 2022 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2022 Bonds, other than applicable Delinquent Assessment Principal and Series 2022 Prepayment Principal.

“Series 2022 Pledged Funds” shall mean all of the Funds and Accounts created hereby with the Trustee, including the subaccounts therein, other than the Series 2022 Rebate Account in the Rebate Fund.

“Series 2022 Pledged Revenues” shall mean all revenues received by the District from the Series 2022 Assessments, including proceeds from any foreclosure of the lien of Delinquent Assessments and any statutory interest on the Delinquent Assessments collected by the District in excess of the rate of interest on the Series 2022 Bonds.

“Series 2022 Prepayment Principal” shall mean the excess amount of Series 2022 Assessment Principal received by the District over the Series 2022 Assessment Principal included within a Series 2022 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2022 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2022 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

“Series 2022 Project” shall mean the portion of the Village Center CIP described in the [NAME OF SUPPLEMENTAL ENGINEER’S REPORT] attached hereto as Exhibit A, a portion of which will be funded with proceeds of the Series 2022 Bonds.

“Series 2022 Reserve Account Requirement” shall mean an amount equal to the maximum annual Debt Service requirement for all Outstanding Series 2022 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2022 Bonds is equal to $	.

“True-Up Agreement” shall mean the 	 between the District and the Master Developer dated December  , 2022.

“Underwriter” shall mean MBS Capital Markets, LLC.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2022 BONDS

Section 201. Authorization of Series 2022 Bonds; Book-Entry Only Form. The Series 2022 Bonds are hereby authorized to be issued for the purposes enumerated in the recitals hereto in one Series but designated “$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project).” The Series 2022 Bonds shall be substantially in the form set forth as Exhibit B to this First Supplemental Indenture. Each Series 2022 Bond shall bear the designation “2022R” and shall be numbered consecutively from 1 upwards.

The Series 2022 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2022 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2022 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the initial Bond Depository. Except as

provided in this Section 201, all of the Outstanding Series 2022 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to Series 2022 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any indirect Bond Participant. Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2022 Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2022 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2022 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2022 Bond is registered in the registration books kept by the Bond Registrar as the absolute Owner of such Series 2022 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2022 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2022 Bond, for the purpose of registering transfers with respect to such Series 2022 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2022 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District’s obligations with respect to payment of principal of, premium, if any, and interest on the Series 2022 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2022 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions herein with respect to Record Dates, the words “Cede & Co.” in this First Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.

Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2022 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Owners of the Series 2022 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository can be found which is willing and able to undertake the functions of DTC hereunder upon reasonable and customary terms, the Series 2022 Bonds shall no longer be restricted to being registered in the

registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the Series 2022 Bonds shall designate, in accordance with the provisions hereof.

Section 202. Terms. The Series 2022 Bonds shall be issued as 	 ( ) Term Bonds, shall be dated as of the date of their issuance and delivery to the initial purchasers thereof, shall bear interest at the fixed interest rates per annum and shall mature in the amounts and on the dates set forth below:

Principal	Maturity	Interest	
Amount	Date	Rate	

Section 203. Dating and Interest Accrual. Each Series 2022 Bond shall be dated December   , 2022. Each Series 2022 Bond also shall bear its date of authentication. Each Series 2022 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2022 Bond has been paid, in which event such Series 2022 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2022 Bonds, in which event, such Series 2022 Bond shall bear interest from its date. Interest on the Series 2022 Bonds shall be due and payable on each May 1 and November 1, commencing May 1, 2023, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 204. Denominations. The Series 2022 Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2022 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000.

Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2022 Bonds.

Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2022 Bonds.

Section 207. Conditions Precedent to Issuance of Series 2022 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2022 Bonds, all the Series 2022 Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:

Certified copies of the Series 2022 Assessment Proceedings;

(b)	Executed copies of the Master Indenture and this First Supplemental Indenture;	
(c)	A customary Bond Counsel opinion;	
(d)	The opinion of counsel to the District opinion required by the Master Indenture;	
(e)	A certificate of an Authorized Officer to the effect that, upon the authentication	
and delivery of the Series 2022 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this First Supplemental Indenture;

An Engineers’ Certificate or Engineers’ Certificates which set forth certain matters with respect to the Series 2022 Project;

A copy of the final judgment of validation in respect of the Bonds together with a certificate of no appeal; and

Executed copies of the Declarations of Consent, Collateral Assignment, Completion Agreement, and True-Up Agreement.

Payment to the Trustee of $	 upon the initial issuance of the Series 2022 Bonds shall conclusively evidence that the foregoing conditions precedent have been met to the satisfaction of the District and the Underwriter.

ARTICLE III REDEMPTION OF SERIES 2022 BONDS

Section 301. Bonds Subject to Redemption; Notice of Redemption. The Series 2022 Bonds are subject to redemption prior to maturity as provided in the respective forms thereof set forth as Exhibit B to this First Supplemental Indenture. Interest on Series 2022 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2022 Interest Account or Series 2022 Revenue Account to the extent monies in the Series 2022 Interest Account are insufficient for such purpose. Notice of redemption shall be given as provided in the Master Indenture.

ARTICLE IV
DEPOSIT OF SERIES 2022 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401. Establishment of Accounts. There are hereby established, as needed, the following Funds and Accounts.

There are hereby established within the Acquisition and Construction Fund held by the Trustee: (i) a Series 2022 General Acquisition and Construction Account; (ii) a Series 2022 Restricted Acquisition and Construction Account; and (ii) a Series 2022 Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2022 Debt Service Account and therein a Series 2022 Sinking Fund Account, a Series 2022 Interest Account, and a Series 2022 Capitalized Interest Account; and (ii) a Series 2022 Redemption Account, and, therein a Series 2022 Prepayment Subaccount, and a Series 2022 Optional Redemption Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a Series 2022 Reserve Account, which Series 2022 Reserve Account shall be held for the benefit of all Series 2022 Bonds, without distinction as to Series 2022 Bonds, and without privilege or priority of one Series 2022 Bond over another;

There is hereby established within the Revenue Fund held by the Trustee a Series 2022 Revenue Account; and

There is hereby established within the Rebate Fund held by the Trustee a Series 2022 Rebate Account.

Section 402. Use of Series 2022 Bond Proceeds. The net proceeds of the sale of the Series 2022 Bonds in the amount of $	 (consisting of $	 aggregate principal amount of Series 2022 Bonds, [less/plus] [net] original issue [discount/premium] in the amount of $	, and less Underwriter’s discount in the amount of $		), shall as soon as practicable upon the delivery thereof to the Trustee by the District be applied as follows:

$	, representing the Series 2022 Reserve Account Requirement at the time of issuance of the Series 2022 Bonds, shall be deposited to the Series 2022 Reserve Account;

$	, representing the costs of issuance relating to the Series 2022 Bonds, shall be deposited to the credit of the Series 2022 Costs of Issuance Account;

$	, representing interest on the Series 2022 Bonds through November 1, 2023, shall be deposited to the credit of the Series 2022 Capitalized Interest Account; and

$	 shall be deposited to the credit of the Series 2022 Restricted
Acquisition and Construction Account.

Section 403. Series 2022 General Acquisition and Construction Account, Series 2022 Restricted Acquisition and Construction Account and Series 2022 Capitalized Interest Account. (a) Amounts on deposit in the Series 2022 General Acquisition and Construction Account shall be applied to pay Costs of the Series 2022 Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture and the form attached as Exhibit A to the Master Indenture. The Trustee shall have no duty to review any requisitions to determine if the amount requested is for payment of a cost permitted hereunder. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2022 Project, and any balance remaining in the Series 2022 General Acquisition and Construction Account (taking into account the moneys currently on

deposit therein to pay any accrued but unpaid Costs of the Series 2022 Project which are required to be reserved in the Series 2022 General Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer delivered to the District and the Trustee establishing such Date of Completion), shall be deposited to the Series 2022 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2022 Bonds in accordance with Section 301 hereof and in the manner prescribed in the form of Series 2022 Bonds set forth as Exhibit B hereto. At such time as there are no amounts on deposit in the Series 2022 General Acquisition and Construction Account or the Date of Completion of the Series 2022 Project has been established, the Series 2022 General Acquisition and Construction Account shall be closed.

Amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account shall be held therein unless and until the District shall have delivered to the Trustee a certificate signed by the Consulting Engineer, on which the Trustee may conclusively rely, to the effect that all required Southwest Florida Water Management District permits have been received for the development of the Series 2022 Project or that the Consulting Engineer confirms and certifies that no such permits are required. Upon receipt of such certificate from the Consulting Engineer, the Trustee shall transfer all amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account into the Series 2022 General Acquisition and Construction Account to be used for the purposes of such Account. In the event that such certificate has not been received by the Trustee on or before November 1, 2023, all funds on deposit in the Series 2022 Restricted Acquisition and Construction Account shall be transferred to the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account and applied to the extraordinary mandatory redemption of all of the Series 2022 Bonds on February 1, 2024, in accordance with Section 301 hereof and in the manner prescribed in the form of Series 2022 Bonds set forth as Exhibit B hereto and following such transfer the Series 2022 Restricted Acquisition and Construction Account shall be closed. With respect to such extraordinary mandatory redemption, the Trustee shall apply all amounts in the Funds and Accounts established pursuant to this First Supplemental Indenture to the Redemption Price due on such date of redemption. Following the foregoing redemption, all Funds and Accounts established hereunder shall be closed. Notwithstanding the foregoing, if the amounts on deposit in the Funds and Accounts established hereunder are insufficient to redeem all Outstanding Series 2022 Bonds on February 1, 2024, the Trustee is hereby authorized and directed to redeem Series 2022 Bonds in the maximum aggregate principal amount, plus accrued interest thereon, for which moneys are then on deposit in the Funds and Accounts held hereunder. In no event shall any of the dates set forth in this Section 403(b) be extended without the written consent of the Majority Owners, on which the District and the Trustee may conclusively rely.

Amounts on deposit in the Series 2022 Capitalized Interest Account shall, until and including November 1, 2023, be transferred into the Series 2022 Interest Account and applied to the payment of interest first coming due on the Series 2022 Bonds, and following November 1, 2023, shall be transferred into the Series 2022 Restricted Acquisition and Construction Account, whereupon the Series 2022 Capitalized Interest Account shall be closed; provided, however, that

if the Series 2022 Restricted Acquisition and Construction Account shall have been closed, such moneys shall be transferred to the Series 2022 General Acquisition and Construction Account.

Section 404. Costs of Issuance Account. The amount deposited in the Series 2022 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District, be used to pay the costs of issuance relating to the Series 2022 Bonds. On the date of issuance of the Series 2022 Bonds, initial costs of issuance shall be paid pursuant to the instructions in the closing memorandum prepared by the Underwriter and signed by an Authorized Officer of the District. On the earlier to occur of: (x) the written direction of an Authorized Officer of the District or (y) six (6) months from the date of issuance of the Series 2022 Bonds, any amounts deposited in the Series 2022 Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2022 Restricted Acquisition and Construction Account (unless such Series 2022 Restricted Acquisition and Construction Account shall have been closed in which case such moneys shall be transferred to the Series 2022 General Acquisition and Construction Account) and used for the purposes permitted therefor, whereupon the Series 2022 Costs of Issuance Account shall be closed.

Section 405. Series 2022 Reserve Account. The Series 2022 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2022 Reserve Account Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2022 Reserve Account shall be used only for the purpose of making payments into the Series 2022 Interest Account and the Series 2022 Sinking Fund Account to pay Debt Service on the Series 2022 Bonds, when due, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose. The Series 2022 Reserve Account shall consist only of cash and Investment Obligations.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or, if such forty- fifth (45th) day is not a Business Day, on the first Business Day preceding such forty-fifth (45th) day), the District shall recalculate the Series 2022 Reserve Account Requirement taking into account any Series 2022 Prepayment Principal on deposit in the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2022 Reserve Account as a result of such Series 2022 Prepayment Principal to the Series 2022 Prepayment Subaccount as a credit against the Prepayment otherwise required to be made by the owner of such lot or parcel. Following the foregoing transfer, such amounts in the Series 2022 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2022 Bonds on the earliest date permitted for redemption therein and herein. The Trustee is authorized to make such transfers and has no duty to verify such calculations.

On the earliest date on which there is on deposit in the Series 2022 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2022 Bonds, together with accrued interest on such Series 2022 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2022 Reserve Account into the Series 2022 Prepayment

Subaccount in the Series 2022 Redemption Account to pay and redeem all of the Outstanding Series 2022 Bonds on the earliest date permitted for redemption therein and herein.

Anything in the Master Indenture or herein to the contrary notwithstanding, amounts on deposit in the Series 2022 Reserve Account shall, upon the occurrence and continuance of an Event of Default, be subject to a first charge by the Trustee for its fees and expenses, including fees and expenses of collection of Delinquent Assessments.

Section 406. Amortization Installments. (a) The Amortization Installments established for the Series 2022 Bonds shall be as set forth in the form of Series 2022 Bonds attached hereto.

(b)  Upon any redemption of Series 2022 Bonds (other than Series 2022 Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2022 Bonds redeemed at the direction of the District accompanied by a cash flow certificate as required by Section 506(b) of the Master Indenture), the District shall cause the Amortization Installments for the Outstanding Series 2022 Bonds to be recalculated in such manner as shall amortize all of the Outstanding Series 2022 Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of each Series 2022 Bond.

Section 407. Tax Covenants and Rebate Account. The District shall comply with the Tax Regulatory Covenants set forth in the tax certificate of the District issued in connection with the issuance of the Series 2022 Bonds, as amended and supplemented from time to time in accordance with their terms.

Section 408. Series 2022 Revenue Account; Application of Revenues and Investment Earnings. (a) The Trustee is hereby authorized and directed to deposit into the Series 2022 Revenue Account any and all amounts required to be deposited therein by this Section 408 or by any other provision of the Master Indenture or this First Supplemental Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2022 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.

The Trustee shall deposit into the Series 2022 Revenue Account the Series 2022 Pledged Revenues other than Series 2022 Prepayment Principal, which shall be identified by the District to the Trustee as such in writing upon deposit and which shall be deposited into the Series 2022 Prepayment Subaccount in the Series 2022 Redemption Account, and any other revenues required by other provisions of the Indenture to be deposited therein. The Trustee may conclusively rely on the assumption that, unless otherwise instructed in writing by the District at the time of deposit to the Trustee, Series 2022 Pledged Revenues paid to the Trustee shall be deposited into the Series 2022 Revenue Account, and that Series 2022 Pledged Revenues which the District informs the Trustee constitute Series 2022 Prepayment Principal shall be deposited into the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2022 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2022 Revenue Account for deposit into the Series 2022 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next highest integral multiple of $5,000 (provided that there are sufficient funds remaining therein to pay Debt Service coming due on the Series 2022 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2022 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2022 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2022 Bonds set forth in the form of Series 2022 Bonds attached hereto, Section 301 hereof, and Article III of the Master Indenture.

On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day next preceding such May 1 or November 1), the Trustee shall first transfer: from the Series 2022 Capitalized Interest Account to the Series 2022 Interest Account the lesser of
(x) the amount of interest coming due on the Series 2022 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2022 Capitalized Interest Account.

Following the foregoing transfers, on each May 1 or November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day next preceding such May 1 or November 1), the Trustee shall then transfer from the amounts on deposit in the Series 2022 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, to the Series 2022 Interest Account of the Series 2022 Debt Service Account, an amount equal to the amount of interest payable on all Series 2022 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2022 Capitalized Interest Account in accordance with Sections 403(c) and 408(d) hereof, and less any other amount already on deposit in the Series 2022 Interest Account not previously credited;

SECOND, on May 1, 2024, and each May 1 thereafter, to the Series 2022 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2022 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2022 Sinking Fund Account not previously credited;

THIRD, to the Series 2022 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2022 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2022 Revenue Account.

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2022 Revenue Account to the Series 2022 Rebate Account established for the Series 2022 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing, if any, to the United States, which amount shall be paid to the United States, when due, in accordance with such Tax Regulatory Covenants.

Anything herein or in the Master Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2022 Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2022 General Acquisition and Construction Account, the Series 2022 Restricted Acquisition and Construction Account, the Series 2022 Interest Account, and the Series 2022 Capitalized Interest Account, shall be retained, as realized, in such Accounts and used for the purpose of such Account. Earnings on investments in the Funds and Accounts other than the Series 2022 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2022 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2022 Reserve Account shall be disposed of as follows:

if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2022 Reserve Account as of the most recent date on which amounts on deposit in the Series 2022 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2022 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Capitalized Interest Account through November 1, 2023, and, thereafter earnings in the Series 2022 Reserve Account shall be allocated to and deposited into the Series 2022 Revenue Account and used for the purpose of such Account; and

if as of the last date on which amounts on deposit in the Series 2022 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2022 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Reserve Account until the amount on deposit therein is equal to the Series 2022 Reserve Account Requirement, and then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Capitalized Interest Account through November 1, 2023, and, thereafter shall be allocated to and deposited into the Series 2022 Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2022 Reserve Account, prior to the deposit of any earnings in the Series 2022 Revenue Account, the amount of such proposed transfer shall instead be deposited into the Series 2022 Reserve Account until the balance on deposit therein is equal to the Series 2022 Reserve Account Requirement.

ARTICLE V CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this First Supplemental Indenture and agrees to perform such trusts upon the terms and conditions set forth in the Master Indenture.

Section 502. Limitation of Trustee’s Responsibility. The Trustee shall not be responsible in any manner for the due execution of this First Supplemental Indenture by the District or for the recitals contained herein, all of which are made solely by the District.

Section 503. Trustee’s Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof.

ARTICLE VI ADDITIONAL BONDS

Section 601. No Parity Bonds; Limitation on Parity Assessments. The District covenants and agrees that so long as there are any Series 2022 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2022 Trust Estate other than Bonds issued to refund the Outstanding Series 2022 Bonds. The District further covenants and agrees that it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2022 Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2022 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, imposed prior to the issuance of the Series 2022 Bonds, or Maintenance Special Assessments.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation of Master Indenture. As supplemented by this First Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this First Supplemental Indenture and to the Series 2022 Bonds issued hereunder. To the extent of any conflict between the Master Indenture and this First Supplemental Indenture the terms and provisions hereof shall control.

Section 702. Continuing Disclosure Agreement. Contemporaneously with the execution and delivery hereof, the District has executed and delivered a Continuing Disclosure Agreement in order to comply with the requirements of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934. The District covenants and agrees to comply with the provisions of such

Continuing Disclosure Agreement; however, as set forth therein, failure to so comply shall not constitute an Event of Default hereunder, but, instead shall be enforceable by mandamus, injunction or any other means of specific performance.

Section 703. Collection of Series 2022 Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, when permitted by law, Series 2022 Assessments levied on platted lots and pledged hereunder to secure the Series 2022 Bonds shall be collected pursuant to the “Uniform Method” prescribed by Florida Statutes and Series 2022 Assessments levied on unplatted lots and pledged hereunder to secure the Series 2022 Bonds shall be collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless otherwise directed by the Trustee acting at the direction of the Majority Owners during an Event of Default.

(b)  All Series 2022 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such Series 2022 Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2022 Assessments are not paid by the applicable Interest Payment Date with respect to which they have been billed.

Section 704. Requisite Owners for Direction or Consent. Anything in the Master Indenture to the contrary notwithstanding, any direction or consent or similar provision which requires more than fifty percent of the Owners, shall in each case be deemed to refer to, and shall mean, the Majority Owners.

Section 705. Owner Direction and Consent with Respect to Series 2022 Acquisition and Construction Accounts Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the Series 2022 Bonds are secured solely by the Series 2022 Pledged Revenues and the Series 2022 Pledged Funds comprising the Series 2022 Trust Estate. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2022 Pledged Funds include, without limitation, all amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account and the Series 2022 General Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2022 Bonds, the Series 2022 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2022 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the Series 2022 Project and payment is for such work, and (iii) upon the occurrence of an Event of Default with respect to the Series 2022 Bonds, the Series 2022 Pledged Funds may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District shall not enter into

any binding agreement with respect to the Series 2022 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

Section 706. Additional Covenant Regarding Series 2022 Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this First Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2022 Assessments, including the Assessment Methodology, and to levy the Series 2022 Assessments and any required true-up payments set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2022 Bonds, when due. The Assessment Methodology shall not be materially amended without the prior written consent of the Majority Owners.

Section 707. Assignment of District’s Rights Under Collateral Assignment. Subject to the terms of the Collateral Assignment, and without intending to alter the same, the District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of the Series 2022 Bonds.

Section 708. Enforcement of True-Up Agreement and Completion Agreement. The District, either through its own actions or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the direction of the Majority Owners, shall act on behalf of and in the District’s stead to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, North River Ranch Improvement Stewardship District has caused these presents to be signed in its name and on its behalf by its Chair, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized Vice President.

NORTH RIVER RANCH IMPROVEMENT
(SEAL)	STEWARDSHIP DISTRICT

Pete Williams, Chair, Board of Supervisors
ATTEST:

Vivian Carvalho, Secretary

[Signature Page | First Supplemental Trust Indenture]

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

Amanda Kumar, Vice President

[Signature Page | First Supplemental Trust Indenture]

EXHIBIT A SUPPLEMENTAL ENGINEER’S REPORT
See the [NAME OF SUPPLEMENTAL ENGINEER’S REPORT] dated November   , 2022,
attached as Appendix A to the Limited Offering Memorandum for the Series 2022 Bonds dated December  , 2022.

EXHIBIT B

FORM OF SERIES 2022 BONDS

No. 2022R-_	$	
United States of America State of Florida
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BOND, SERIES 2022 (FIELDSTONE PHASE 2 PROJECT)

Interest	Maturity
Rate	Date
	%	May 1, 20 	Dated
Date
December   , 2022	
CUSIP
 		
Registered Owner:	CEDE & CO.	
Principal Amount:		 DOLLARS	
NORTH	RIVER	RANCH	IMPROVEMENT	STEWARDSHIP	DISTRICT	(the	
“District”), a limited, special-purpose unit of local government and an independent special district duly established and existing pursuant to Chapter 189, Florida Statutes, and the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended from time to time (the “Act”), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture hereinafter mentioned) shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or, if no interest has been paid, from the Dated Date shown above on May 1 and November 1 of each year (each, an “Interest Payment Date”), commencing on May 1, 2023, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the registered Owner hereof at the close of business on the regular Record Date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture (hereinafter defined), the payment of interest and principal or Redemption Price or Amortization

Installments shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of this Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation hereof at the designated corporate trust office of U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the “Paying Agent”), unless the Bonds are held in the book entry system in which case presentation shall not be required. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner set forth above if such Owner requests such method of payment in writing on or prior to the regular Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner set forth above owns not less than
$1,000,000 in aggregate principal amount of the Series 2022 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the hereinafter defined Indenture.

This Bond is one of a duly authorized issue of bonds of the District designated “$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)” (the “Series 2022 Bonds”) issued as a Series under a Master Trust Indenture, dated as of December 1, 2022 (the “Master Indenture”), between the District and
U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, as trustee (the “Trustee”), as supplemented by a First Supplemental Trust Indenture, dated as of December 1, 2022 (the “Supplemental Indenture”), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”) (the Series 2022 Bonds, together with any other Bonds issued under and governed by the terms of the Master Indenture, are hereinafter collectively referred to as the “Bonds”). The District will apply the proceeds of the Series 2022 Bonds to: (i) finance a portion of the Cost of acquiring, constructing and equipping assessable improvements comprising the Series 2022 Project; (ii) pay certain costs associated with the issuance of the Series 2022 Bonds; (iii) make a deposit into the Series 2022 Reserve Account to be held for the benefit of all of the Series 2022 Bonds, without privilege or priority of one Series 2022 Bond over another; and (iv) pay a portion of the interest to become due on the Series 2022 Bonds.

NEITHER THIS BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS BOND AND THE SERIES OF WHICH IT IS A PART AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE AUTHORIZING THE ISSUANCE OF THE SERIES 2022 BONDS. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR

GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2022 TRUST ESTATE PLEDGED TO THE SERIES 2022 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.

This Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly the Act, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the corporate trust office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal, Maturity Amount and Redemption Price of, and the interest on, the Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of Series 2022 Assessments, the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Owners of the Bonds, and, by the acceptance of this Bond, the Owner hereof assents to all of the provisions of the Indenture. The Series 2022 Bonds are equally and ratably secured by the Series 2022 Trust Estate, without preference or priority of one Series 2022 Bond over another. The District covenants and agrees in the Supplemental Indenture that other than Refunding Bonds issued to refund the Outstanding Series 2022 Bonds, the District shall not, while any Series 2022 Bonds are Outstanding, issue or incur any debt payable in whole or in part from the Series 2022 Trust Estate. The District further covenants and agrees in the Supplemental Indenture that it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2022 Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2022 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, imposed prior to the issuance of the Series 2022 Bonds, or Maintenance Special Assessments.

The Series 2022 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an “Authorized Denomination”); provided, however, that the Series 2022 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of Authorized Denominations in excess of $100,000. This Bond is transferable by the registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee in Fort Lauderdale, Florida, as Bond Registrar (the “Bond Registrar”), upon surrender of this Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the

transferee. At the corporate trust office of the Bond Registrar in Fort Lauderdale, Florida, in the manner and subject to the limitations and conditions provided in the Master Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, of Authorized Denominations and bearing interest at the same rate or rates.

The Series 2022 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20 , at the Redemption Price of the principal amount of the Series 2022 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the	Amortization	May 1 of the	Amortization	
Year	Installment	Year	Installment	

Final Maturity.

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the	Amortization	May 1 of the	Amortization	
Year	Installment	Year	Installment	

Final Maturity.

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together

with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the	Amortization	May 1 of the	Amortization	
Year	Installment	Year	Installment	

Final Maturity.

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1 of the	Amortization	May 1 of the	Amortization	
Year	Installment	Year	Installment	

Final Maturity.

As more particularly set forth in the Indenture, any Series 2022 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2022 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2022 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2022 Bonds as set forth in the Supplemental Indenture.

The Series 2022 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on February 1, 2024, to the extent that the conditions for the transfer of the funds on deposit in the Series 2022 Restricted Acquisition and Construction Account to the Series 2022 General Acquisition and Construction Account have not been met; or

on or after the Date of Completion of the Series 2022 Project, by application of moneys transferred from the Series 2022 General Acquisition and Construction Account in the Acquisition and Construction Fund established under the Indenture to the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account in accordance with the terms of the Indenture; or

from amounts, including Series 2022 Prepayment Principal and any excess on deposit in the Series 2022 Reserve Account as a result of the deposit of such Series 2022 Prepayment Principal, required by the Indenture to be deposited into the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account; or

on the date on which the amount on deposit in the Series 2022 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2022 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2022 Bonds shall be called for redemption, the particular Series 2022 Bonds or portions of Series 2022 Bonds to be redeemed shall, unless otherwise provided in the Indenture, be selected by lot by the Bond Registrar as provided in the Indenture.

Notice of each redemption of Series 2022 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the date of redemption to each registered Owner of Series 2022 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2022 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2022 Bonds or such portions thereof on such date, interest on such Series 2022 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2022 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2022 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

Pursuant to the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor

as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

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

In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Series 2022 Bonds then Outstanding under the Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon.

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

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

If the District deposits or causes to be deposited with the Trustee cash or Federal Securities sufficient to pay the principal or Redemption Price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of the Series 2022 Bonds as to the Series 2022 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

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

This Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have

been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed hereon.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, North River Ranch Improvement Stewardship District has caused this Bond to bear the signature of the Chair of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of the Secretary

to the Board of Supervisors.	
NORTH RIVER	RANCH IMPROVEMENT	
(SEAL)	STEWARDSHIP DISTRICT	

Pete Williams, Chair

ATTEST:

Vivian Carvalho, Secretary

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the Series designated herein, described in the within- mentioned Indenture.

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

Amanda Kumar, Vice President
Date of Authentication:

 December  , 2022	

CERTIFICATE OF VALIDATION

This Bond is one of a Series of Bonds which were validated by order of the Circuit Court of the Twelfth Judicial Circuit of the State of Florida, in and for Manatee County, Florida rendered on October 14, 2021.

Pete Williams, Chair, Board of Supervisors

ABBREVIATIONS FOR SERIES 2022 BONDS

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

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

UNIFORM TRANSFER MIN ACT - 	 Custodian 	 under Uniform

Transfer to Minors Act 	 (State)

(Cust.)	(Minor)

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

ASSIGNMENT FOR SERIES 2022 BONDS

For value received, the undersigned hereby sells, assigns and transfers unto

	 within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints 		, attorney to transfer the said Bond on the books of the District, with full power of substitution in the premises.

Dated:

Social Security Number or Employer Identification Number of Transferee:
Signature guaranteed:

NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program.

NOTICE: The assignor’s signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever.

EXHIBIT B

FORM OF PURCHASE CONTRACT

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
(Manatee County, Florida)

$[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)

BOND PURCHASE CONTRACT

[BPC Date]

Board of Supervisors North River Ranch
Improvement Stewardship District Manatee County, Florida

Dear Ladies and Gentlemen:

MBS Capital Markets, LLC (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with North River Ranch Improvement Stewardship District (the "District"). The District is located within unincorporated Manatee County, Florida (the "County"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at 10:00 p.m. prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum or the Indenture (each as hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statement attached hereto as Exhibit A.

Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of its $[Bond Amount] aggregate principal amount of Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Bonds"). The Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto. The purchase price for the Bonds shall be $[PP] (representing the $[Bond Amount].00 aggregate principal amount of the Bonds less an underwriter's discount of $[UD] and [less/plus] a [net] original issue [discount/premium] of $[OID/OIP]). Such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery are hereinafter referred to as the "Closing."

The Bonds. The Bonds are to be issued by the District, a limited, special- purpose unit of local government and an independent special district duly established and existing pursuant to Chapter 189, Florida Statutes, and the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended (the "Act"), and other applicable provisions of law. The Bonds are being issued pursuant to

the Act and secured pursuant to the provisions of a Master Trust Indenture, dated as of December 1, 2022 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture, dated as of December 1, 2022 (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and
U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and Resolution Nos. 2021-31 and 2023-10 adopted by the Board on July 28, 2021 and November 22, 2022, respectively (collectively, the "Bond Resolution").

The Series 2022 Assessments have been levied by the District on certain lands in the District which are those lands specially benefited by the Series 2022 Project pursuant to the Assessment Proceedings.

Limited Offering; Establishment of Issue Price.  It shall be a condition to the District's obligation to sell and to deliver the Bonds to the Underwriter, and to the Underwriter's obligation to purchase, accept delivery of and pay for the Bonds, that the entire principal amount of the Bonds be issued, sold and delivered by the District and purchased, accepted and paid for by the Underwriter at the Closing and that the District and the Underwriter receive the opinions, documents and certificates described in Section 8(c) hereof.

The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, in a form reasonably satisfactory to Bond Counsel, the Underwriter and the District, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.

Except as otherwise set forth in Exhibit B attached hereto, the District will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the District the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (hereinafter defined) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.

The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the

Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

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

the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

The Underwriter shall promptly advise the District when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.

The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section. Further, for purposes of this Section:

(1)	"public" means any person other than an underwriter or a related	
party;		
(2)	a purchaser of any of the Bonds is a "related party" to an underwriter	
if the underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),
(ii) more than 50% common ownership of their capital interests or profit interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and

(3)	"sale date" means the date this Purchase Contract is executed by all parties.

Use of Documents. Prior to the date hereof, the District has caused to be prepared and provided to the Underwriter its Preliminary Limited Offering Memorandum, dated November 22, 2022 (such Preliminary Limited Offering Memorandum, including the cover pages and all appendices thereto and any amendments and supplements thereto that may be authorized by the District for use with respect to the Bonds, being herein collectively referred to as the "Preliminary Limited Offering Memorandum"), relating to the Bonds, which the District has deemed final as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12") in connection with the limited public offering of the Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the Underwriter to circulate and use the Preliminary Limited Offering

Memorandum in connection with the limited public offering of the Bonds. The District, at its expense, shall deliver or cause to be delivered to the Underwriter, within seven (7) business days after the date hereof but not later than three (3) days prior to the Closing Date and in sufficient time to allow the Underwriter to comply with all of the requirements of Rule 15c2-12 and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), a final Limited Offering Memorandum, dated the date hereof (such Limited Offering Memorandum, including the cover pages and all appendices thereto and any amendments and supplements thereto that may be authorized by the District for use with respect to the Bonds, being herein collectively referred to as the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"). The District hereby ratifies and approves the circulation and use of the Limited Offering Memoranda by the Underwriter.

Definitions. For purposes hereof, (a) this Purchase Contract, the Bonds, the Indenture, the Continuing Disclosure Agreement, dated as of the Closing Date, among the District, Lansdowne Partners Group, LLC, a Florida limited liability company (the "Master Developer"), Lasalle Holding Partners, LLC, a Florida limited liability company, WHK Invest, LLC, a Florida limited liability company and University Park Partners IV, LLC, a Florida limited liability company (collectively, the "Landowner") and PFM Group Consulting LLC, a Delaware limited liability company (the "Dissemination Agent"), in substantially the form attached to the Preliminary Limited Offering Memorandum as an appendix thereto (the "Disclosure Agreement"), and the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents," and (b) the [Completion Agreement] between the District and the Master Developer, dated as of the Closing Date (the "Completion Agreement"), the [Acquisition Agreement] between the District and the Master Developer, dated as of the Closing Date (the "Acquisition Agreement"), the [Collateral Assignment] between the District and the Master Developer, dated as of the Closing Date (the "Collateral Assignment"), the [True-Up Agreement] between the District and the Landowner, dated as of the Closing Date ("True-Up Agreement"), and the [Declaration of Consent] by the Landowner, dated as of the Closing Date (the "Declaration of Consent"), are collectively referred to herein as the "Ancillary Agreements."

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

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

The District has full legal right, power and authority to (1) adopt the Bond Resolution and the Assessment Proceedings, (2) enter into the Financing Documents and Ancillary Agreements to which it is a party, (3) sell, issue and deliver the Bonds to the Underwriter as provided herein, (4) apply the proceeds of the sale of the Bonds for the purposes described in the Limited Offering Memoranda, (5) acknowledge and authorize the use of the Limited Offering Memoranda, and (6) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Proceedings, the Financing Documents, the Ancillary Agreements to which it is a party, and the Limited

Offering Memoranda, including without limitation entering into an agreement with the Property Appraiser and Tax Collector to provide for the collection of the Series 2022 Assessments using the Uniform Method of collection in accordance with the Indenture. The District has complied, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Bond Resolution, the Assessment Proceedings, the Financing Documents and the Ancillary Agreements to which it is a party;

At meetings of the Board that were duly called and noticed and at which a quorum was present and acting throughout, the Board duly adopted the Bond Resolution and the Assessment Proceedings, and the same are in full force and effect and have not been supplemented, amended, modified or repealed, except as set forth therein. By all necessary official Board action, the District has (1) duly authorized and approved the use and delivery of the Limited Offering Memoranda and the execution and delivery of the Financing Documents and the Ancillary Agreements to which it is a party, and (2) duly authorized and approved the performance by the District of the obligations on its part contained in the Financing Documents and the Ancillary Agreements to which it is a party and the consummation by it of all other transactions contemplated by this Purchase Contract and the Preliminary Limited Offering Memorandum in connection with the issuance of the Bonds. Upon execution and delivery by the District and the Trustee (and assuming the due authorization, execution and delivery of the Indenture by the Trustee), the Indenture will constitute a legal, valid and binding obligation of the District, enforceable in accordance with its terms, subject only to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Upon execution by the District and the other parties thereto (and assuming the due authorization, execution and delivery of such agreements by the other parties thereto), the Financing Documents and the Ancillary Agreements to which it is a party will constitute the legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors' rights and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law);

The District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or, to the best of its knowledge, administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of its knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument, and the execution and delivery of the Financing Documents, the Ancillary Agreements to which it is a party, the delivery of the Limited Offering Memoranda, and the adoption of the Bond Resolution and the Assessment Proceedings, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision or law or, to the best of its knowledge, any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its

property or assets is otherwise subject, nor will any such execution, delivery, adoption, use or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Proceedings, the Bonds and the Indenture. To the best of its knowledge, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Financing Documents or the Ancillary Agreements to which it is a party;

All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which (1) are required for the due authorization by the District, or (2) would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the District of its obligations to issue the Bonds, or under the Bond Resolution, the Assessment Proceedings, the Financing Documents or the Ancillary Agreements to which it is a party, have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds as to which no representation is made;

The descriptions of the Financing Documents, the Ancillary Agreements and the Series 2022 Project, to the extent referred to in the Limited Offering Memoranda, conform in all material respects to the Financing Documents, the Ancillary Agreements and the Series 2022 Project, respectively;

The Bonds, when issued, executed and delivered in accordance with the Indenture and when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture, and upon such issuance, execution and delivery of the Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of the Series 2022 Trust Estate. On the Closing Date, all conditions precedent to the issuance of the Bonds set forth in the Indenture will have been complied with or fulfilled;

There is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District (1) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices, (2) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memoranda or the collection of the Series 2022 Assessments or the pledge of the Series 2022 Trust Estate pursuant to the Indenture, (3) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Bonds, or the authorization of the Series 2022 Project, the Bond Resolution, the Assessment Proceedings, the Financing Documents and the Ancillary Agreements to which it is a party, or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memoranda, (4) contesting the federal tax status of the Bonds, or (5) contesting the completeness or accuracy of the Limited Offering Memoranda or any supplement or amendment thereto;

To the extent applicable, the District will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order to (1) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (2) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and the District will use its best efforts to continue such qualifications in effect so long as required for the initial limited offering and distribution of the Bonds; provided, however, that the District shall not be required to execute a general or special consent to service of process or to qualify to do business in connection with any such qualification or determination in any jurisdiction or register as a broker/dealer;

As of its date (unless an event occurs of the nature described in paragraph (l) of this Section 6) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than Permitted Omissions) and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE SERIES 2022 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER," "TAX MATTERS," "LITIGATION – Master Developer," "LITIGATION –
Landowner," "CONTINUING DISCLOSURE – Master Developer Continuing Compliance," "CONTINUING DISCLOSURE – Landowner Continuing Compliance" and "UNDERWRITING";

If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (l) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memorandum under the captions "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE SERIES 2022 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL  PARCEL  LANDOWNER,"  "TAX  MATTERS,"  "LITIGATION  –  Master
Developer," "LITIGATION – Landowner," "CONTINUING DISCLOSURE – Master Developer Continuing Compliance," "CONTINUING DISCLOSURE – Landowner Continuing Compliance" and "UNDERWRITING";

If between the date of this Purchase Contract and the earlier of (1) ninety
(90) days from the end of the "Underwriting Period" as defined in Rule 15c2-12, or (2) the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access system (but in no event less than twenty-five (25) days

following the end of the Underwriting Period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the Underwriting Period shall be the next business day after the Closing Date;

Since its inception, there has been no material adverse change in the properties, businesses, results of operations, prospects, management or financial or other condition of the District except as disclosed in the Limited Offering Memoranda, and the District has not incurred liabilities that would materially adversely affect its ability to discharge its obligations under the Bond Resolution, the Assessment Proceedings, the Financing Documents or the Ancillary Agreements to which it is a party, direct or contingent, other than as set forth in or contemplated by the Limited Offering Memoranda;

Except as disclosed in the Limited Offering Memoranda, the District is not now in default and has not been in default at any time after December 31, 1975, in the payment of the principal of or the interest on any governmental security issued or guaranteed by it which would require disclosure pursuant to Section 517.051, Florida Statutes, or Rule 69W-400.003 of the Florida Department of Financial Services;

Except as disclosed in the Limited Offering Memoranda, the District has materially complied with all prior continuing disclosure obligations, if any, in accordance with the continuing disclosure requirements of Rule 15c2-12;

Any certificate signed by any official of the District and delivered to the Underwriter will be deemed to be a representation by the District to the Underwriter as to the statements made therein; and

From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Bonds), notes or other obligations payable from the Series 2022 Trust Estate.

Closing. At 10:00 a.m. prevailing time on [Closing Date] (the "Closing Date"), or at such later time as may be mutually agreed upon by the District and the Underwriter, the District will deliver or cause to be delivered to the Underwriter the Bonds in definitive book-entry form, duly executed and authenticated, together with the other documents hereinafter mentioned and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry form, with one bond for each maturity of each series, registered in the name of Cede & Co. and

shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.

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

The representations and warranties of the District contained herein shall be true, complete and correct, on the date hereof and on and as of the Closing Date, as if made on the Closing Date;

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

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

The Limited Offering Memorandum and each supplement or amendment, if any, thereto;

A copy of each of the Bond Resolution and the Assessment Proceedings certified by the Secretary or an Assistant Secretary of the Board under seal as having been duly adopted by the Board and as being in full force and effect;

An executed copy of each of the Financing Documents and the Ancillary Agreements in form and substance acceptable to the Underwriter and Underwriter's Counsel;

The opinion, dated as of the Closing Date and addressed to the District, of Bryant Miller Olive P.A., Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as an appendix, together with a letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to them;

The supplemental opinion, dated as of the Closing Date and addressed to the District and the Underwriter, of Bryant Miller Olive P.A., Bond Counsel, in the form attached hereto as Exhibit C;

The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter, of Kutak Rock LLP, counsel to the District, in the form attached hereto as Exhibit D or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter of Vogler Ashton, PLLC, counsel to the Master Developer and Landowner, in the form attached hereto as Exhibit E or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

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

A customary authorization and incumbency certificate, dated as of the Closing Date, signed by authorized officers of the Trustee;

Certificate of the Master Developer and Landowner, dated as of the Closing Date in the form attached hereto as Exhibit F or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

A certificate, dated as of the Closing Date, signed by the Chairperson or Vice Chairperson and the Secretary or an Assistant Secretary of the Board, setting forth that (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date, (ii) the District has performed all obligations to be performed hereunder as of the Closing Date, (iii) except as may be disclosed in the Limited Offering Memoranda, the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District, (iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Series 2022 Assessments as described in the Indenture, and (v) the Limited Offering Memoranda (other than the information under the captions "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE SERIES 2022 BONDS – Book- Entry Only System," "THE DEVELOPMENT," "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER," "TAX MATTERS,"
"LITIGATION – Master Developer," "LITIGATION – Landowner," "CONTINUING DISCLOSURE – Master Developer Continuing Compliance," "CONTINUING DISCLOSURE – Landowner Continuing Compliance" and "UNDERWRITING," as to which no view need be expressed) as of its respective dates, and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the

Limited Offering Memoranda is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading;

A customary signature and no litigation certificate, dated as of the Closing Date, signed on behalf of the District by the Chairperson or Vice Chairperson and Secretary or an Assistant Secretary of the Board in form and substance acceptable to the Underwriter and Underwriter's Counsel;

Evidence of compliance by the District with the requirements of Section 189.051, Florida Statutes and Section 215.84, Florida Statutes;

Executed copies of the District's certifications as to arbitrage and other matters relative to the tax status of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended;

(15)	Executed copy of Internal Revenue Service Form 8038-G relating to	
the Bonds;		
(16)	Certificate of the Assessment Consultant, dated as of the Closing	
Date, in the form attached hereto as Exhibit G or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

Certificate of the Consulting Engineer, dated as of the Closing Date, in the form attached hereto as Exhibit H or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

Certificate of the District Manager and Dissemination Agent in the form attached hereto as Exhibit I or in form and substance otherwise acceptable to the Underwriter and Underwriter's Counsel;

Such additional documents as may be required by the Indenture to be delivered as a condition precedent to the issuance of the Bonds;

A certified copy of the final judgment of the Circuit Court in and for the County, validating the Bonds and a certificate of no-appeal;

Copies of the Master Special Assessment Methodology Report for Phase 2, dated May 24, 2022, prepared by Wrathell, Hunt & Associates, LLC, and the Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022 Bonds dated on or about the date hereof, prepared by the Assessment Consultant;

Copies of the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements, dated May 10, 2022, updated November 18, 2022 and the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements Series 2022 Project, dated November 18, 2022, each prepared by the Consulting Engineer;

A certificate of the District whereby the District has deemed the Preliminary Limited Offering Memorandum final as of its date, except for Permitted

Omissions, as contemplated by Rule 15c2-12 in connection with the limited offering of the Bonds; and

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

If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract (unless waived by the Underwriter in its sole discretion), or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.

Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the District of its election to do so if, after the execution hereof and prior to the Closing, (a) legislation shall have been introduced in or enacted by the Congress of the United States or enacted by the State, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such committee, by any member thereof, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been issued by the Treasury Department of the United States, the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Bonds, which may have the purpose or effect, directly or indirectly, of materially and adversely affecting the tax status of the District, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by the State or, which in the reasonable opinion of the Underwriter, materially and adversely affects the market for the Bonds, or the market price generally of obligations of the general character of the Bonds, (b) the District, the Master Developer or the Landowner have, without the prior written consent of the Underwriter, offered or issued

any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District, the Master Developer, or the Landowner, other than in the ordinary course of its business, (c) any event shall have occurred or shall exist which, in the reasonable opinion of the Underwriter, would or might cause the information contained in the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, or (d) the District fails to perform any action to be performed by it in connection with the levy of the Series 2022 Assessments.

Expenses. (a) The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including but not limited to (1) the cost of the preparation and distribution of the Indenture, (2) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request, (3) the cost of registering the Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Bonds,
the fees and disbursements of counsel to the District, the District Manager, the Dissemination Agent, Bond Counsel, Underwriter's Counsel, the Assessment Consultant, the Consulting Engineer, and any other experts or consultants retained by the District, and
the cost of recording in the Official Records of the County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. The District shall record all documents required to be provided in recordable form hereunder within one (1) business day after the Closing Date, which obligation shall survive the Closing.

(b) The Underwriter agrees to pay all advertising and applicable regulatory expenses in connection with the Bonds.

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

Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to the District Manager at PFM Group Consulting LLC, 12051 Corporate Boulevard, Orlando, Florida 32817, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to MBS Capital Markets, LLC, 1902 S. MacDill Avenue, Tampa, Florida 33629, Attention: Edwin M. Bulleit.

Parties in Interest; Survival of Representations.  This Purchase Contract is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any rights hereunder or by virtue hereof. All of the District's representations, warranties and agreements contained in this Purchase Contract, with the understanding that all such are made as of the date hereof, shall remain operative and in full force and effect and survive the Closing, regardless of (a) any investigations made by or on behalf of the Underwriter or
(b) delivery of and payment for the Bonds pursuant to this Purchase Contract.

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

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

Amendment. No modification, alteration or amendment to this Purchase Contract shall be binding upon any party until such modification, alteration or amendment is reduced to writing and executed by all parties hereto.

Governing Law. This Purchase Contract shall be governed and construed in accordance with the laws of the State.

[Remainder of Page Intentionally Left Blank]

Counterparts; Facsimile. This Purchase Contract may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were signatures upon the same instrument. Facsimile and pdf signatures shall be deemed originals.

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:		 Edwin M. Bulleit, Managing Partner

Accepted and agreed to this 	 day of December, 2022

NORTH RIVER RANCH
IMPROVEMENT STEWARDSHIP DISTRICT

By:		 Pete Williams, Chairperson,
Board of Supervisors

[Signature Page to Bond Purchase Contract]

EXHIBIT A

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
(Manatee County, Florida)
$[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

[BPC Date]

North River Ranch Improvement Stewardship District
Manatee County, Florida Ladies and Gentlemen:
Pursuant to Section 218.385, Florida Statutes, and with respect to the issuance of the above referenced bonds (the "Bonds"), MBS Capital Markets, LLC (the "Underwriter"), having purchased the Bonds pursuant to a Bond Purchase Contract, dated [BPC Date] (the "Purchase Contract") between the Underwriter and North River Ranch Improvement Stewardship District (the "District"), makes the following disclosures in connection with the limited public offering and sale of the Bonds:

The total underwriting discount paid to the Underwriter pursuant to the Purchase Contract for the Bonds is $[UD] ([ ]% of the principal amount of the Bonds).

The total amount of expenses estimated to be incurred by the Underwriter in connection with the issuance of the Bonds is $[ ]. An itemization of these expenses is attached hereto as Schedule I.

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

The components of the Underwriter's discount for the Bonds are as follows:

Per $1,000
Management Fee Takedown Expenses

Nabors, Giblin & Nickerson, P.A., has been retained by the Underwriter as its Counsel and in connection with such representation is being paid a fee of $[	] by the District. There are no other fees, bonuses, or other compensation estimated to be paid by the Underwriter or on behalf of the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter.

The name and address of the Underwriter is set forth below:

MBS Capital Markets, LLC 1902 S. MacDill Avenue Tampa, Florida 33629

We understand that you do not require any further disclosure from the Underwriter, pursuant to Section 218.385(6), Florida Statutes, as amended.

The District is proposing to issue $[Bond Amount] aggregate principal amount of the Bonds for the purpose of providing moneys to (a) finance a portion of the Cost of the Series 2022 Project, (b) pay certain costs associated with the issuance of the Series 2022 Bonds, (c) make a deposit into the Series 2022 Reserve Account to be held for the benefit of all of the Series 2022 Bonds, without privilege or priority of one Series 2022 Bond over another, and
(d) pay the interest to become due on the Series 2022 Bonds through November 1, 2023.

The Bonds are expected to be repaid over a period of approximately [   ] ([ ]) years. At a net interest cost of approximately [NIC]% for the Bonds, total interest paid over the life of the Bonds will be $[	].

The sources of repayment for the Bonds are the Series 2022 Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the paragraphs above, the issuance of the Bonds will result in an average of approximately
$[	] of the District's special assessment revenues not being available to the District on an annual basis to finance other services of the District; provided however, that in the event that the Bonds were not issued, the District would not be entitled to impose and collect the Series 2022 Assessments in the amount of the principal of and interest to be paid on the Bonds.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

MBS CAPITAL MARKETS, LLC

By:		 Edwin M. Bulleit, Managing Partner

SCHEDULE I

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

Travel Expenses Communication Day Loan
Clearance & Settlement Charges CUSIP / DTC
Contingency

Total

Schedule I-1

EXHIBIT B TERMS OF BONDS
The purchase price for the Bonds shall be $[PP] (representing the $[Bond Amount].00 aggregate principal amount of the Bonds less an Underwriter's discount of
$[UD] and [less/plus] a [net] original issue [discount/premium] of $[OID/OIP]).

Maturity Date	Principal Amount	Interest Rate	Yield	Price	CUSIP†

* Represents maturity for which 10% test has been met as of sale date.
† The District is not responsible for the use of CUSIP numbers, nor is any representation made as to
  their correctness.	

REDEMPTION PROVISIONS

Optional Redemption. The Series 2022 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20[ ], at the Redemption Price of the principal amount of the Series 2022 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

Mandatory Sinking Fund Redemption.  The Series 2022 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

* Final maturity

The Series 2022 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

The Series 2022 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

The Series 2022 Bond maturing May 1, 20[ ], is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

As more particularly set forth in the Indenture, any Series 2022 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2022 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2022 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2022 Bonds as set forth in the Supplemental Indenture.

Extraordinary Mandatory Redemption. The Series 2022 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on February 1, 2024, to the extent that the conditions for the transfer of the funds on deposit in the Series 2022 Restricted Acquisition and Construction Account to the Series 2022 General Acquisition and Construction Account have not been met; or

on or after the Date of Completion of the Series 2022 Project, by application of moneys transferred from the Series 2022 General Acquisition and Construction Account to the Series 2022 Prepayment Subaccount in accordance with the terms of the Indenture; or

from amounts, including Series 2022 Prepayment Principal and any excess on deposit in the Series 2022 Reserve Account as a result of the deposit of such Series 2022 Prepayment Principal, required by the Indenture to be deposited into the Series 2022 Prepayment Subaccount; or

on the date on which the amount on deposit in the Series 2022 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2022 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2022 Bonds shall be called for redemption, the particular Series 2022 Bonds or portions of Series 2022 Bonds to be redeemed shall, unless otherwise provided in the Indenture, be selected by lot by the Bond Registrar as provided in the Indenture.

EXHIBIT C

FORM OF BOND COUNSEL'S SUPPLEMENTAL OPINION

[Closing Date]

North River Ranch
Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT (MANATEE COUNTY, FLORIDA)
$[BOND AMOUNT] SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2022 (FIELDSTONE PHASE 2 PROJECT)

Ladies and Gentlemen:

We have served as Bond Counsel to the North River Ranch Improvement Stewardship District (the "Issuer") in connection with the issuance by the Issuer of its
$[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds"), pursuant to and under the authority of the Constitution and the laws of the State of Florida, particularly Chapter 189, Florida Statutes, and the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended, and other applicable provisions of law (collectively, the "Act"), and Resolution No. 2021-31 adopted by the Board of Supervisors of the Issuer (the "Board") on July 28, 2021, as supplemented and amended by Resolution No. 2023-10 adopted by the Board on November 22, 2022 (collectively, the "Resolution"). The Series 2022 Bonds are being further issued under and are secured by a Master Trust Indenture dated as of December 1, 2022 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of December 1, 2022 (the "First Supplement" and, together with the Master Indenture, the "Indenture"), each by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee.

All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them in the Indenture.

The opinions expressed herein are supplemental to and are subject to all qualifications, assumptions, limitations, caveats and reliances contained in our bond counsel opinion rendered to the Issuer as of the date hereof pertaining to the Series 2022 Bonds (the "Bond Counsel Opinion"). MBS Capital Markets, LLC may rely on the Bond Counsel Opinion as though the Bond Counsel Opinion were addressed to MBS Capital Markets, LLC.

We have reviewed the statements contained in the Limited Offering Memorandum under the sections "DESCRIPTION OF THE SERIES 2022 BONDS" (except for the information contained in the subsection captioned thereunder "Book-Entry Only System" as to which no opinion is expressed), and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS" (except for the information in the subsections captioned "Agreement for Assignment of Development Rights," "Completion Agreement" and "True-Up Agreement," as to which no opinion is expressed) and believe that insofar as such statements purport to summarize certain provisions of the Indenture and the Series 2022 Bonds, such statements are accurate summaries of the provisions purported to be summarized. We have also reviewed the information contained in the Limited Offering Memorandum under the section captioned "TAX MATTERS" and believe that such information is accurate.

Other than as set forth above, we express no opinion with respect to the accuracy, completeness, fairness or sufficiency of the Limited Offering Memorandum, the statistical or financial data contained therein, or any exhibit or attachments thereto or with respect to DTC and its book-entry system.

The Series 2022 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended.

This opinion letter may be relied upon by you only and only in connection with the transaction to which reference is made above and may not be used or relied upon by any other person for any purposes whatsoever without our prior written consent. The delivery of this letter to a non-client does not create an attorney-client relationship.

The opinions expressed herein are predicated upon present law, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof.

Respectfully submitted, BRYANT MILLER OLIVE P.A.

EXHIBIT D

FORM OF DISTRICT COUNSEL OPINION

[Closing Date]

North River Ranch
Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

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

Re:	North River Ranch Improvement Stewardship District $[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)

Ladies and Gentlemen:

We serve as counsel to the North River Ranch Improvement Stewardship District ("District"), a local unit of special purpose government established pursuant to the laws of the State of Florida, in connection with the sale by the District of its $[Bond Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) ("Bonds"). This letter is delivered to you pursuant to Section 207 of the Master Indenture (defined below), Section 207 of the Supplemental Trust Indenture (defined below), and Section 8 of the Bond Purchase Contract (referenced below), and is effective as of the date written above. Each capitalized term not otherwise defined herein has the meaning given to it in the Indenture (defined herein).

DOCUMENTS EXAMINED

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

Chapter 2020-191, Laws of Florida, effective as of June 9, 2020, establishing the District, enacted by the Florida Legislature, as amended by Chapter 2022-244, Laws of Florida, effective as of May 18, 2022, amending the boundaries of the District, enacted by the Florida Legislature;
the Master Trust Indenture, dated as of December 1, 2022 ("Master Indenture"), as supplemented by the First Supplemental Trust Indenture, dated as of December 1, 2022 ("Supplemental Trust Indenture," and together with the Master Indenture, "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee ("Trustee");

Resolution Nos. 2021-31 and 2023-10, adopted by the District on July 28,
2021 and November 22, 2022, respectively (collectively, "Bond Resolution");
the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements, dated May 10, 2022, updated November 18, 2022, and the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements Series 2022 Project, dated November 18, 2022 (together, "Engineer's Report"), which describes among other things, the "Project";
the Master Special Assessment Methodology Report for Phase 2, dated May 24, 2022, and the Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022 Bonds, dated [December] 2022 (collectively, "Assessment Methodology");
Resolution Nos. 2022-05 and 2020-06 adopted by the District on May 24,
2022, Resolution No. 2022-15 adopted by the District on July 13, 2022 and
Resolution No. 2023-  adopted by the District on December [  ], 2022
(collectively, "Assessment Resolution"), establishing the debt service special assessments ("Debt Assessments") securing the Bonds;
the Order Adopting and Approving Magistrate’s Report and Recommended Final Judgment issued on October 14, 2021, by the Circuit Court for the Twelfth Judicial Circuit in and for Manatee County, Florida in Case No. [	], and Certificate of No Appeal issued on [	];
the Preliminary Limited Offering Memorandum dated November 22, 2022 ("PLOM") and Limited Offering Memorandum dated [BPC Date] ("LOM");
certain certifications by MBS Capital Markets, LLC ("Underwriter"), as underwriter to the sale of the Bonds;
certain certifications of Stantec Consulting Services Inc., as "Consulting Engineer";
certain certifications of Lansdowne Partners Group, LLC, as "Master Developer";
certain certifications of Lasalle Holding Partners, LLC, WHK Invest, LLC, and University Park Partners IV, LLC, a Florida limited liability company, as "Landowner";
certain certifications of PFM Group Consulting LLC, as "District Manager" and PFM Financial Advisors LLC, as "Assessment Consultant";
general and closing certificate of the District;
an opinion of Bryant Miller Olive P.A. ("Bond Counsel") issued to the District in connection with the sale and issuance of the Bonds;
an opinion of Holland & Knight LLP ("Trustee Counsel") issued to the District and Underwriter in connection with the sale and issuance of the Bonds;
an opinion of Vogler Ashton, PLLC ("Master Developer and Landowner's Counsel") issued to the District and the Underwriter in connection with the sale and issuance of the Bonds;
the following agreements ("Bond Agreements"):
the [Acquisition Agreement] between the District and the Master Developer, and dated [Closing Date];
the Bond Purchase Contract between the Underwriter and the District, and dated [BPC Date] ("BPC");

the [Collateral Assignment] between the District and the Master Developer, and dated [Closing Date];
the [Completion Agreement] between the District and the Master Developer, and dated [Closing Date];
the Continuing Disclosure Agreement among the District, the Master Developer, the Landowner, and the dissemination agent, and dated [Closing Date];
the [True-Up Agreement] between the District and the Landowner, and dated [Closing Date];
a [Declaration of Consent] executed by the Landowner, and dated [Closing Date]; and
such other documents as we have deemed necessary or appropriate in rendering the opinions set forth below.
We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the Consulting Engineer, the District Manager, the Assessment Consultant, the Financial Advisor, Bond Counsel, the Underwriter, counsel to the Underwriter, the Master Developer, the Landowner, Master Developer and Landowner's Counsel, and others relative to the LOM and the related documents described herein.

RELIANCE

This opinion is solely for the benefit of the (i) District; (ii) Underwriter; and (iii) Trustee; however, the Trustee may only rely on this opinion for the limited purposes of the opinions stated in Sections C.1 and C.3. This opinion may not be relied on by any other party or for any other purpose without our prior written consent. Notwithstanding the foregoing, no attorney-client relationship has existed or exists between the undersigned and the Underwriter or Trustee in connection with the Bonds by virtue of this opinion.

OPINIONS

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

Authority – Under the Florida Constitution and laws of the State, the District has been duly established and validly exists as a local unit of special purpose government and a special district under Chapter 2020-191, Laws of Florida, as amended, and Chapter 189, Florida Statutes (collectively, the "Act"), with such powers as set forth in the Act, and with good, right and lawful authority: (a) to enter into and to consummate the transactions contemplated by the Bond Resolution, the Assessment Resolution, the Indenture, the Bonds and the Bond Agreements; (b) to issue the Bonds for the purposes for which they are issued; (c) to impose, levy, collect and enforce the Debt Assessments and pledge the Series 2022 Trust Estate to secure the Bonds as provided in the Indenture; (d) to adopt the Bond Resolution and the Assessment Resolution; and (e) to perform its obligations under the terms and conditions of the Bond Resolution, the Assessment Resolution, the Bond Agreements, the Bonds and the Indenture.

Assessments – The proceedings by the District with respect to the Debt Assessments have been in accordance with Florida law. The District has taken all action necessary to authorize and execute the Assessment Resolution and to levy and impose the Debt Assessments as set forth in the Assessment Resolution, Assessment Methodology, and/or other applicable documents. The Debt Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Debt Assessments are assessed, co-equal with the lien of all state, county, district and municipal taxes and assessments, and superior in dignity to all other liens, titles and claims, until paid.

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

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

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

PLOM and LOM – The District has duly authorized the execution, delivery and distribution by the Underwriter of the PLOM and LOM. To our knowledge, and based upon our review of the PLOM and LOM and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the PLOM and LOM, and as of the date of their respective issuances, and with respect to the PLOM, the date of the BPC, and with respect to the LOM, the date hereof, nothing has come to our attention which would lead us to believe that the PLOM and LOM contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading, provided however that the opinions stated herein extend only to the following provisions of the PLOM and LOM: "INTRODUCTION," "SUITABILITY FOR INVESTMENT," SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022
BONDS – Agreement for Assignment of Development Rights," "– Completion Agreement" and "– True-Up Agreement," ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE
DISTRICT" (excluding the subcaptions "District Manager" and "Outstanding Bonds"), "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS," "VALIDATION," "LITIGATION – District," "CONTINUING DISCLOSURE" (as it relates to the District only), "LEGALITY FOR INVESTMENT," and "AGREEMENT BY THE
STATE," and further provided however that the opinions stated herein do not extend to any

statements that constitute descriptions of the Bonds or the Indenture. No information or opinion is offered as to any remaining provisions of the PLOM or LOM.

Litigation – Based on inquiry of the District's Registered Agent for service of process and the fact that we have not been served with notice, there is no litigation pending or, to the best of our knowledge, threatened against the District: (a) seeking to restrain or enjoin the issuance or delivery of the Bonds or the application of the proceeds thereof, or the imposition, levy or collection of the Debt Assessments or the Series 2022 Trust Estate pledged for the payment of the debt service on the Bonds; (b) contesting or affecting the authority for the Debt Assessments, the authority for the issuance of the Bonds or the validity or enforceability of the Bonds, the Indenture, the Bond Agreements or the transactions contemplated thereunder; (c) contesting or affecting the establishment or existence of the District or any of its Supervisors, officers or employees, its assets, property or condition, financial or otherwise, or contesting or affecting any of the powers of the District, including its power to enter into the Indenture or the Bond Agreements, or its power to determine, assess, levy, collect and pledge the Debt Assessments for the payment of the debt service on the Bonds; or (d) specifically contesting the exclusion from federal gross income of interest on the Bonds.

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

Authority to Undertake the Project – Based on certificates of the Consulting Engineer and the Master Developer and Landowner and an opinion of Master Developer and Landowner's Counsel, the District has good right and lawful authority under the Act to undertake the Project being financed with the proceeds of the Bonds, subject to obtaining such licenses, orders or other authorizations as are, at the date hereof, required to be obtained from any agency or regulatory body having lawful jurisdiction in order to undertake the Project.

CERTAIN ASSUMPTIONS

In rendering the foregoing opinions, we have assumed the following: (1) that all public records, certifications, agreements and other documents examined by us that have been executed or certified by public officials acting within the scope of their official capacities are authentic, truthful and accurate; (2) that copies of such public records, certifications, agreements, and other documents furnished to us are authentic and conform to the originals; (3) that all signatures on executed public records, certifications, agreements and other documents are genuine; and (4) that all public records, certifications,

agreements and other documents have been properly authorized and are binding on each of the other parties thereto. Such assumptions do not apply to District documents.

CERTAIN QUALIFICATIONS

The foregoing opinions are subject to the following qualifications:

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

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

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

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

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

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

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

The opinions set forth herein are based on factual representations made to us as of the date hereof. We assume no duty to update or supplement our opinions to reflect

any facts or circumstances that may thereafter come to our attention, or to reflect any changes in law that may thereafter occur or become effective. Moreover, our opinions are not a guarantee of a particular result and are not binding on the courts or any other entity; rather, our opinions represent our professional judgment based on our review of existing law, and in reliance on the representations and covenants that we deem relevant to such opinions.
Very truly yours, KUTAK ROCK LLP

For the Firm

EXHIBIT E

FORM OF MASTER DEVELOPER AND LANDOWNER'S COUNSEL OPINION

[Closing Date]

North River Ranch
Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

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

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT (MANATEE COUNTY, FLORIDA)
$[BOND AMOUNT] SPECIAL ASSESSMENT REVENUE BONDS, SERIES 2022 (FIELDSTONE PHASE 2 PROJECT)

Ladies and Gentlemen:

We have served as counsel to Lansdowne Partners Group, LLC, a Florida limited liability company (the "Master Developer") and Lasalle Holding Partners, LLC, a Florida limited liability company, WHK Invest, LLC, a Florida limited liability company and University Park Partners IV, LLC, a Florida limited liability company (collectively, the "Landowner") in connection with the issuance by the North River Ranch Improvement Stewardship District (the "District") of its $[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds"), as described in the District's Limited Offering Memorandum dated [BPC Date] (together with all Appendices attached thereto, the "Limited Offering Memorandum").

Unless otherwise expressly defined herein, capitalized terms used herein shall have the respective meanings assigned to them in the Limited Offering Memorandum and the Bond Purchase Contract, dated [BPC Date] (the "Bond Purchase Contract"), between the District and MBS Capital Markets, LLC (the "Underwriter"). The opinions rendered herein are given with our client's permission.

Based on the foregoing, and subject to the qualifications and limitations stated or referenced herein, we are of the opinion that:

Each of the Master Developer and Landowner is a duly organized Florida limited liability company, authorized to transact business in the State of Florida.

The Master Developer and Landowner each has all requisite power and authority to conduct its business as described in the Limited Offering Memorandum including the development of the Village Center Assessment Area.

There has been no action taken by or omitted by the Master Developer or Landowner that impairs the District's contemplated transactions with respect to the Series 2022 Bonds, including: (a) the issuance and sale of the Series 2022 Bonds upon the terms set forth in the Bond Purchase Contract and in the Limited Offering Memorandum; (b) the approval of the Limited Offering Memorandum and the signing of the Limited Offering Memorandum by a duly authorized officer of the District; (c) the acquisition and construction of the Village Center CIP; and (d) the Master Trust Indenture, dated as of December 1, 2022 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture dated as of December 1, 2022 (the "First Supplement" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee, the Acquisition Agreement, the True-Up Agreement, the Completion Agreement, the Collateral Assignment, and any and all such other agreements or documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture in connection with the issuance and sale of the Series 2022 Bonds (collectively, the "Master Developer/Landowner Documents").

The levy of the Series 2022 Assessments (as defined in the Limited Offering Memorandum) and the consummation of the transactions applicable to the Master Developer and the Landowner described in the Limited Offering Memorandum does not on the date hereof and will not conflict with or constitute on the part of the Master Developer or the Landowner, a breach or violation of the terms and provisions of, or constitute a default under any existing agreement, indenture or other instrument, to which the Master Developer or the Landowner is subject or by which the Master Developer's or the Landowner's properties or assets are or may be bound.

Neither the Master Developer nor the Landowner is in default under any mortgage, trust indenture, lease or other instrument to which they are subject or by which the properties or assets of the Master Developer or the Landowner is or may be bound, which would have a material adverse effect on the Series 2022 Bonds or the Village Center Assessment Area.

Neither the Master Developer nor the Landowner has made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. Neither the Master Developer nor the Landowner has indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

There is no action, suit or proceeding at law or in equity by or before any court or public board or body pending or, solely to our knowledge, threatened against the Master Developer or the Landowner (a) seeking to restrain or enjoin the issuance or delivery of the Series 2022 Bonds or the application of the proceeds thereof or the levy or collection of the Series 2022 Assessments on that portion of the land in the District that is owned by the Master Developer or the Landowner, (b) contesting or affecting the authority for the issuance of the Series 2022 Bonds or the validity or enforceability of the Master

Developer/Landowner Documents or the transactions contemplated thereunder to which the Master Developer or the Landowner is a party, (c) contesting or affecting the establishment or existence of the Master Developer or the Landowner or its powers, including the Master Developer's power to develop the Village Center Assessment Area in accordance with the description thereof in the Limited Offering Memorandum and to fulfill its respective obligations under the Master Developer/Landowner Documents, or (d) that would prevent or prohibit the development of the Village Center Assessment Area in accordance with the description thereof in the Limited Offering Memorandum and the Consulting Engineer's Report annexed thereto.

The execution, delivery and performance by the Master Developer and the Landowner of the Master Developer/Landowner Documents are within the powers of the Master Developer and the Landowner, and the Master Developer/Landowner Documents have been duly authorized by all required entity action of the Master Developer and the Landowner. Assuming the due authorization, execution and delivery of such instruments by the other parties thereto and their authority to perform such instruments, the Master Developer/Landowner Documents constitute legal, valid and binding obligations of the Master Developer and the Landowner, enforceable in accordance with their respective terms (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors rights generally and general principles of equity).

To our knowledge, the information contained in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum with respect to the information under the captions "THE DEVELOPMENT," "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER," "LITIGATION –
Master Developer" and "LITIGATION – Landowner" is true and correct in all material respects and contains no untrue statement of a material fact and does not omit to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Based on a review of that certain Owner's Policy of Title Insurance, Policy Number 	, dated   (the "Effective Date"), issued by   (the "Title Report"), and without independent investigation or inquiry, title to the lands within the District, subject to the Series 2022 Bonds, is owned by the Landowner, is held in fee simple by the Landowner and is subject only to the liens, encumbrances, easements and agreements set forth in such Title Report, none of which will impede in any material respect the development of the Village Center Assessment Area as described in, and except as otherwise set forth in, the Limited Offering Memorandum. The opinion in this paragraph is given as of the Effective Date of such Title Report, and we disclaim any obligation to advise you of any change that thereafter may be or have been brought to our attention. There are no mortgages on the lands owned by the Landowner other than those disclosed in the Limited Offering Memorandum.

The lands in the Village Center Assessment Area have, or should have in due course, the appropriate land use, zoning and other governmental approvals to permit the development of the Village Center Assessment Area to be undertaken in a manner substantially as contemplated by the Limited Offering Memorandum and the Engineer's Report attached thereto.

Based upon our review of the Title Report, all 2021 and prior years taxes relating to the lands owned by the Landowner have been paid and there are no real estate taxes currently due that are unpaid.

The opinions herein are rendered as of the date hereof, and we undertake no obligation to advise you of any change in any matter set forth herein.

This opinion is solely for the benefit of the addressees and this opinion may not be relied upon in any manner, nor used, by any other persons or entities without our prior written consent.

Sincerely,

Vogler Ashton, PLLC

EXHIBIT F

FORM OF CERTIFICATE OF MASTER DEVELOPER AND LANDOWNER

[Closing Date]

North River Ranch
Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

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

Re:	$[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Bonds")

The undersigned duly authorized representative of LANSDOWNE PARTNERS GROUP, LLC, a Florida limited liability company (the "Master Developer") and the undersigned duly authorized representative of LASALLE HOLDING PARTNERS, LLC, a Florida limited liability company, WHK INVEST, LLC, a Florida limited liability company and UNIVERSITY PARK PARTNERS IV, LLC, a Florida limited liability company (collectively the "Landowner") hereby certify that:

This Certificate is furnished pursuant to Section 8(c)(10) of the Bond Purchase Contract, dated [BPC Date] (the "Purchase Contract"), between North River Ranch Improvement Stewardship District (the "District") and MBS Capital Markets, LLC (the "Underwriter"), relating to the sale of the above referenced Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Purchase Contract.

The Master Developer and the Landowner are each a limited liability company organized, existing and in good standing under the laws of the State of Florida and each has the power to conduct its business, including development of the Village Center Assessment Area, as described in the Limited Offering Memorandum.

The information contained in the Preliminary Limited Offering Memorandum, dated November 22, 2022, and the Limited Offering Memorandum, dated [BPC Date], each relating to the Bonds, under the captions or subcaptions "INTRODUCTION" (to the extent it describes the Master Developer, the Landowner or the Village Center Assessment Area), "THE DEVELOPMENT," "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER," "BONDOWNERS'
RISKS" (to the extent it describes the Master Developer, the Landowner or the Village Center Assessment Area), "LITIGATION – Master Developer," "LITIGATION – Landowner," "CONTINUING DISCLOSURE – Master Developer Continuing Compliance" and "CONTINUING DISCLOSURE – Landowner Continuing Compliance" is true and correct in all material respects and does not contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Master Developer and the Landowner each agree that if between the date hereof and the earlier of (a) ninety
(90) days from the end of the "Underwriting Period" as defined in Securities Exchange Commission Rule 15c2-12 (17 CFR 240.15c2-12) ("Rule 15c2-12"), or (b) the time when the Limited Offering Memorandum is available to any person from a nationally recognized municipal securities information repository (but in no event less than twenty-five (25) days following the end of the Underwriting Period), any event shall occur of which the Master Developer or the Landowner shall have actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact relating to the Master Developer, the Landowner or the Village Center Assessment Area, or to omit to state a material fact relating to the Master Developer, the Landowner or the Village Center Assessment Area necessary to make the statements made therein, in light of the circumstances under which were made, not misleading, the Master Developer and/or the Landowner shall notify the Underwriter and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the Master Developer or the Landowner will, at its expense, supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter.

Each of the Ancillary Agreements and the Disclosure Agreement (collectively, the "Master Developer/Landowner Documents"), is a valid and binding obligation of the Master Developer and/or the Landowner, as applicable, enforceable against the Master Developer and/or the Landowner, as applicable, in accordance with its terms, subject to the effect of bankruptcy and similar laws and general equitable principles that may limit enforcement. To the knowledge of the undersigned, the execution and delivery by the Master Developer and the Landowner of the Master Developer/Landowner Documents does not violate such entity's organizational documents or any judgment, order, writ, injunction or decree binding on such entity or any indenture, agreement, or other instrument to which such entity is a party. The Master Developer and the Landowner have reviewed and approved the Master Developer/Landowner Documents.

All information provided by the Master Developer and/or the Landowner to the Underwriter and/or Underwriter's Counsel in response to the Underwriter's due diligence request in connection with the Bonds or provided to the Underwriter for distribution to potential purchasers of the Bonds or provided directly to such potential purchasers by the Master Developer and/or the Landowner is true and correct in all material respects and does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. There is no litigation threatened or pending against the Master Developer and/or the Landowner which may result in any material adverse change in the business, properties, assets or financial condition of the Master Developer or the Landowner.

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Master Developer or the Landowner that would have a material and adverse impact on the value of the Village Center Assessment Area or the ability of the Master Developer to develop such lands which has not been disclosed to the Underwriter.

The Landowner consents to the levy of the Series 2022 Assessments on the lands in the District owned by the Landowner. The levy of such Series 2022 Assessments on the lands in the District owned by the Landowner will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Landowner is a party or to which its property or assets are subject.

There is no litigation pending or, to our knowledge, threatened which would prevent or prohibit the development of the Village Center Assessment Area and the Series 2022 Project in accordance with the description thereof in the Limited Offering Memorandum and the Engineer's Report attached thereto. The Master Developer is proceeding in the normal course of business to develop the Village Center Assessment Area. Except as otherwise disclosed in the Limited Offering Memorandum, there is no action, suit or proceeding at law or in equity by or before any court or public board or body pending or, solely to the best of our knowledge, threatened against the Master Developer or the Landowner (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of the Master Developer/Landowner Documents, (b) contesting or affecting the validity or enforceability of the Master Developer/Landowner Documents, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, or (c) contesting or affecting the establishment or existence of the Master Developer or the Landowner or of the Master Developer's or the Landowner's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Master Developer or the Landowner as described in the Limited Offering Memorandum.

Neither the Master Developer nor the Landowner has made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. Neither the Master Developer nor the Landowner has indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee. Neither the Master Developer nor the Landowner is insolvent.

There are no mortgages or similar liens on the real property owned or to be owned by the Landowner within the area subject to the Series 2022 Assessments as of the date hereof other than as disclosed in the Limited Offering Memorandum.

All 2021 and prior years taxes relating to the lands in the District owned by the Landowner have been paid and there are no real estate taxes currently due with respect to such lands which are unpaid.

Nothing has occurred which would lead the Master Developer or the Landowner to believe that all water and sewer utilities necessary to serve the Village Center Assessment Area, as such is described in the Limited Offering Memorandum, are not or will not be available as and when needed. The lands in the Village Center Assessment Area have the appropriate land use, zoning and other governmental approvals and development agreements to permit the development thereof as contemplated by the Limited Offering Memorandum and the Engineer's Report attached thereto.  Except as

otherwise disclosed in the Limited Offering Memorandum, all material conditions of the governmental development approvals and agreements applicable to the land in the Village Center Assessment Area have been complied with as of the date hereof or will be complied with in due course and there are no conditions therein that must be complied with in the future that, if not met in the future, would limit the development of the Village Center Assessment Area (including infrastructure improvements needed for the Village Center Assessment Area not included in the Series 2022 Project) as described in the Limited Offering Memorandum.

The Master Developer and the Landowner each acknowledge that it will not have the rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2022 Assessments imposed on lands in the District owned by it within thirty (30) days following completion of the Series 2022 Project and acceptance thereof by the District.

The Master Developer and the Landowner each acknowledge that the Bonds have the Debt Service requirements set forth under the heading "DEBT SERVICE REQUIREMENTS" in the Limited Offering Memorandum and that the Series 2022 Assessments will be levied by the District at times and in amounts sufficient to enable the District to pay Debt Service on the Bonds when due.

The Master Developer and the Landowner have each complied with all continuing disclosure commitments undertaken by it pursuant to Rule 15c2-12 prior to the date hereof other than as disclosed in the Limited Offering Memorandum.

All contracts for sale entered and to be entered into by the Master Developer or the Landowner for real property to be encumbered by Series 2022 Assessments have contained or will contain the disclosure language required by Section 190.048, Florida Statutes.

The consummation of the transactions described in the Limited Offering Memorandum, including the execution and delivery of the Master Developer/Landowner Documents and the performance thereof, does not on the date hereof and will not at the time of such consummation, conflict with or constitute on the part of the Master Developer or the Landowner a breach or violation of the terms and provisions of, or constitute a default under, any existing agreement or indenture, mortgage, lease, deed of trust, note or other instrument, to which the Master Developer or the Landowner is subject or by which the Master Developer or the Landowner or its respective properties are or may be bound. The consummation of the transactions described in the Limited Offering Memorandum applicable to the Master Developer and the Landowner does not, on the date hereof, and will not, at the time of such consummation, to the Master Developer's or the Landowner's knowledge, conflict with or constitute on the part of the Master Developer or the Landowner a breach or violation of the terms and provisions of, or constitute a default under, any existing constitution, laws, court or administrative rule or regulations, to which the Master Developer or the Landowner is subject, or any decree, order or judgment to which the Master Developer or the Landowner is a party or by which the Master Developer or the Landowner is bound in force and effect on the date hereof.

Neither the Master Developer nor the Landowner is in material default under the Master Developer/Landowner Documents or any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Master Developer or the Landowner is subject, or by which its properties are or may be bound, which would have a material adverse effect on the Village Center Assessment Area.

The Master Developer and the Landowner are complying in all material respects with all provisions of applicable law in all material matters relating to the Village Center Assessment Area and its undertaking as described in the Limited Offering Memorandum, including applying for all remaining necessary permits and approvals and modifications thereof as contemplated by the Limited Offering Memorandum and the Engineer's Report attached thereto. The Master Developer and the Landowner each hereby certify that (a) the lands in the Village Center Assessment Area have the appropriate governmental approvals to permit the development of the Village Center Assessment Area as described in the Limited Offering Memorandum, (b) neither the Master Developer nor the Landowner has taken any action that would cause it to be in default of, and has no knowledge of any default under, any zoning condition, permit or development agreement which would adversely affect the District's ability to complete development of the Village Center CIP or the Village Center Assessment Area as described in the Limited Offering Memorandum and all appendices thereto, and (c) assuming compliance with the material conditions of the governmental orders, permits and approvals applicable to the Village Center Assessment Area, all of which conditions are within the control of the Master Developer or the Landowner, the Village Center Assessment Area will be able to be developed as described in the Limited Offering Memorandum.

Pursuant to the terms of that certain Completion Agreement between the District and the Master Developer, the Master Developer agrees to fund all of the Series 2022 Project described in the Limited Offering Memorandum not financed by the District.

Neither the Master Developer nor the Landowner is aware of any condition related to the Series 2022 Project or the Village Center Assessment Area which currently requires, or is reasonably expected to require in the foreseeable future, investigation or remediation under any applicable federal, state or local governmental laws or regulations relating to the environment.

Neither the Master Developer nor the Landowner is in default of any obligations to pay special assessments.

There has been no action taken by or omitted by the Master Developer or the Landowner that impairs the contemplated transactions by the District with respect to the Bonds, including (a) the issuance and sale of the Bonds upon the terms set forth in the Purchase Contract, (b) the approval of the Limited Offering Memorandum, (c) the acquisition and construction of the Series 2022 Project, and (d) the execution, delivery and receipt of the Purchase Contract, the Bonds, the Indenture, the Disclosure Agreement, any of the Ancillary Agreements and any and all such other agreements or documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated by the Limited Offering Memorandum and the Indenture. The Master Developer and the Landowner each acknowledge and consent to those provisions of the Purchase Contract which reference it.

The Master Developer and the Landowner recognize that the certifications, representations and warranties provided by each in this certificate and by its agents pursuant to the Purchase Contract (collectively, the "Certifications") serve as a material inducement for the District to issue the Bonds which will provide infrastructure, services and facilities benefiting the property within the District's boundaries, including property within the Village Center Assessment Area, and for the Underwriter to underwrite and purchase the Bonds. The Master Developer and the Landowner hereby hold the District and the Underwriter harmless from and against any and all proceedings, judgments, obligations, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses (including without limitation reasonable attorneys' fees, paralegals' fees, investigation expenses, court costs, interest and penalties through all negotiations, trial and appellate levels) arising out of or in connection with, or caused directly or indirectly by, any breach or failure of any of the Certifications or any of such Certifications being incorrect or misleading in any material respect or having omitted any information necessary to make such Certifications not misleading.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has executed this certificate for and on behalf of the Master Developer and the Landowner as of the date set forth above.

LANSDOWNE PARTNERS GROUP, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

LASALLE HOLDING PARTNERS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

WHK INVEST, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

UNIVERSITY PARK PARTNERS IV, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

EXHIBIT G

FORM OF CERTIFICATE OF ASSESSMENT CONSULTANT

[Closing Date]

North River Ranch Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

I, D. Brent Wilder, Managing Director of PFM Financial Advisors LLC ("PFM"), do hereby certify to North River Ranch Improvement Stewardship District (the "District") and MBS Capital Markets, LLC (the "Underwriter") in connection with the issuance, sale and delivery by the District on this date of its $[Bond Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds") as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum, dated [BPC Date] (the "Limited Offering Memorandum") of the District relating to the Series 2022 Bonds):

PFM has been retained by the District to review the Master Special Assessment Methodology Report for Phase 2, dated May 24, 2022, prepared by Wrathell, Hunt & Associates, LLC, and to prepare the Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022 Bonds, dated [December] 2022, comprising a part of the assessment proceedings of the District (collectively, the "Report");

the Series 2022 Assessments when, as and if finally determined in accordance with the methodology set forth in such Report will be sufficient to meet the debt service requirements on the Series 2022 Bonds;

the Series 2022 Project provides a special benefit to the properties assessed and the Series 2022 Assessments are fairly and reasonably allocated to the properties assessed;

PFM consents to the use of the Report included as Appendix B to the Limited Offering Memorandum;

PFM consents to the references to the firm in the Limited Offering Memorandum;

to the best of our knowledge, the Report was prepared in accordance with all applicable provisions of State law;

except as disclosed in the Limited Offering Memorandum, PFM knows of no material change in the matters described in the Report and is of the opinion that the considerations and assumptions used in compiling the Report are reasonable; and

to the best of our knowledge, the information contained in the Report and in the Limited Offering Memorandum under the caption "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" is true and correct in all material respects and such information did not, and does not, contain any untrue statement of a material fact and did not, and does not, omit to state any fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth above.

PFM FINANCIAL ADVISORS LLC

By:	
D. Brent Wilder, Managing Director

EXHIBIT H

FORM OF CERTIFICATE OF CONSULTING ENGINEER

[Closing Date]

North River Ranch
Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Tampa, Florida

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

Re:	North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Bonds")

Ladies and Gentlemen:

Stantec Consulting Services Inc., has prepared the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements, dated May 10, 2022, updated November 18, 2022, and the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements Series 2022 Project, dated November 18, 2022 (together, the "Report") included as an appendix to the Limited Offering Memorandum as defined below. This Certificate is furnished pursuant to Section 8(c)(16) of the Bond Purchase Contract, dated [BPC Date] (the "Purchase Contract"), between North River Ranch Improvement Stewardship District (the "District") and MBS Capital Markets, LLC, relating to the sale of the Bonds. Terms used herein in capitalized form and not otherwise defined herein shall have the meaning ascribed thereto in said Purchase Contract or in the Limited Offering Memorandum, dated [BPC Date] relating to the Bonds (the "Limited Offering Memorandum").

All governmental permits and approvals required to commence and complete construction, acquisition and installation of the Series 2022 Project have been obtained or can reasonably be obtained in the ordinary course. The Series 2022 Project is expected to be completed by 	.

The information contained in the Preliminary Limited Offering Memorandum, dated November 22, 2022 and the Limited Offering Memorandum under the caption "THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT" and the
subcaption "THE DEVELOPMENT – Land Use/Permitting" and in the Report included as an appendix to the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum did not, and does not, to the best of our knowledge, contain any untrue statement of a material fact and did not, and does not, omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Report was prepared in accordance with generally accepted engineering practices. We consent to the inclusion of

the Report in the Preliminary Limited Offering Memorandum and the Limited Offering Memorandum and to the references to our firm therein.

The plans and specifications for the Series 2022 Project have been approved by all regulatory bodies required to approve them (such regulatory bodies consisting of those referred to in the Report) or such approval can reasonably be expected to be obtained.

All water and sewer utilities necessary to serve the lands specially benefited by the Series 2022 Project as described in the Limited Offering Memorandum are, or will be, available as and when needed.

The portion of the Series 2022 Project heretofore constructed has been constructed in a sound workmanlike manner and in accordance with industry standards and the plans and specifications therefor.

The purchase price to be paid by the District for any portion of the Series 2022 Project being acquired by the District is no more than the lesser of (a) the fair market value of such improvements and (b) the actual cost of construction of such improvements.

STANTEC CONSULTING SERVICES INC.

By:	 Name: 	 Title:	

EXHIBIT I

FORM OF CERTIFICATE OF DISTRICT MANAGER AND DISSEMINATION AGENT

[Closing Date]

North River Ranch Improvement Stewardship District Manatee County, Florida

MBS Capital Markets, LLC Winter Park, Florida

I, 	, 	 of PFM Group Consulting LLC ("PFM"), do hereby certify to North River Ranch Improvement Stewardship District (the "District") and MBS Capital Markets, LLC (the "Underwriter") in connection with the issuance, sale and delivery by the District on this date of its $[Bond Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds"), as follows (terms used and not otherwise defined herein shall have the meaning ascribed to such term in the Limited Offering Memorandum dated [BPC Date] (the "Limited Offering Memorandum") of the District relating to the Series 2022 Bonds):
PFM has acted as District Manager to the District in connection with the issuance of the Series 2022 Bonds;

PFM consents to the references to the firm in the Limited Offering Memorandum;

as District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memorandum, as it relates to the District, or any information provided by us, as of its date and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;

as District Manager, we are not aware of any litigation pending or, to the best of our knowledge, threatened against the District restraining or enjoining the issuance, sale, execution or delivery of the Series 2022 Bonds, or in any way contesting or affecting the validity of the Series 2022 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the Series 2022 Bonds, or the existence or powers of the District; and

PFM has agreed to serve as the initial Dissemination Agent for the District and undertake the obligations of the Dissemination Agent as set forth in the Disclosure Agreement. In its capacity as Dissemination Agent, PFM is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12 and PFM

has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreement.

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth above.

PFM GROUP CONSULTING LLC

By: 	 Name: 	 Title: 	

EXHIBIT C

FORM OF PRELIMINARY LIMITED OFFERING MEMORANDUM

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED NOVEMBER 22, 2022

NEW ISSUE – BOOK-ENTRY ONLY	NOT RATED LIMITED OFFERING

In the opinion of Bond Counsel, assuming compliance by the District with certain covenants, under existing statutes, regulations, and judicial decisions, the interest on the Series 2022 Bonds will be excluded from gross income for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the federal alternative minimum tax; however, for tax years beginning after December 31, 2022, interest on the Series 2022 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15-percent alternative minimum tax under section 55 of the Code. See "TAX MATTERS" herein for a description of other tax consequences to holders of the Series 2022 Bonds.

$13,850,000*
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)
Dated: Date of original issuance	Due: May 1, as shown below

The $13,850,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds"), are being issued by the North River Ranch Improvement Stewardship District (the "District") pursuant to a Master Trust Indenture dated as of December 1, 2022 (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture dated as of December 1, 2022, between the District and the Trustee (the "Supplemental Indenture" and together with the Master Indenture, the "Indenture"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indenture.
The Series 2022 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiple thereof; provided, however, that the Series 2022 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of $5,000 in excess of $100,000. The District is a local unit of special purpose government and an independent special district of the State of Florida (the "State"), created pursuant to the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended (the "Act").
The Series 2022 Bonds are payable from and secured by the Series 2022 Trust Estate, which includes the Series 2022 Pledged Revenues and the Series 2022 Pledged Funds. The Series 2022 Pledged Revenues consist of the revenues received by the District from the Series 2022 Assessments (as further described herein). The Series 2022 Pledged Funds include all of the Funds and Accounts (except for the Series 2022 Rebate Account) established by the Indenture.  See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022
BONDS" herein.
The Series 2022 Bonds, when issued, will be registered in the name of Cede & Co., as the Owner and Nominee for The Depository Trust Company ("DTC"), New York, New York.

Purchases of beneficial interests in the Series 2022 Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series 2022 Bonds will be paid from the sources provided herein by the Trustee directly to Cede & Co. as the Nominee of DTC and the registered Owner thereof. Disbursements of such payments to the DTC Participants (as defined herein) is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC Participants and the Indirect Participants (as defined herein), as more fully described herein. Any purchaser as a Beneficial Owner of a Series 2022 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 2022 Bond. See "DESCRIPTION OF THE SERIES 2022 BONDS – Book-Entry Only System" herein. The Series 2022 Bonds will bear interest at the fixed rates set forth below, calculated on the basis of a 360-day year of twelve 30-day months. Interest on the Series 2022 Bonds is payable semi-annually on each May 1 and November 1, commencing May 1, 2023.
The Series 2022 Bonds are subject to optional, mandatory and extraordinary mandatory redemption at the times, in the amounts and at the redemption prices as more fully described herein. See "DESCRIPTION OF THE SERIES 2022 BONDS – Redemption Provisions" herein.
The Series 2022 Bonds are being issued to (a) finance a portion of the Cost of the Series 2022 Project (as defined herein), (b) pay certain costs associated with the issuance of the Series 2022 Bonds, (c) make a deposit into the Series 2022 Reserve Account to be held for the benefit of all of the Series 2022 Bonds, without privilege or priority of one Series 2022 Bond over another, and (d) pay the interest to become due on the Series 2022 Bonds through November 1, 2023.
NEITHER THE SERIES 2022 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE. THE SERIES 2022 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2022 TRUST ESTATE PLEDGED TO THE SERIES 2022 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE SERIES 2022 BONDS.
THE SERIES 2022 BONDS INVOLVE A DEGREE OF RISK (SEE "BONDOWNERS' RISKS" HEREIN) AND ARE NOT SUITABLE FOR ALL INVESTORS (SEE "SUITABILITY FOR INVESTMENT" HEREIN). THE UNDERWRITER IS LIMITING THE OFFERING OF THE SERIES 2022 BONDS TO ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. HOWEVER, THE LIMITATION OF THE INITIAL OFFERING OF THE SERIES 2022 BONDS TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN

ANY SECONDARY MARKET FOR THE SERIES 2022 BONDS. THE SERIES 2022 BONDS ARE NOT CREDIT ENHANCED AND ARE NOT RATED AND NO APPLICATION HAS BEEN MADE FOR CREDIT ENHANCEMENT OR A RATING WITH RESPECT TO THE SERIES 2022 BONDS, NOR IS THERE ANY REASON TO BELIEVE THAT THE DISTRICT WOULD HAVE BEEN SUCCESSFUL IN OBTAINING EITHER CREDIT ENHANCEMENT OR A RATING FOR THE SERIES 2022 BONDS HAD APPLICATION BEEN MADE.
This cover page contains information for quick reference only. It is not, and is not intended to be, a summary of the Series 2022 Bonds. Investors must read this entire Limited Offering Memorandum, including the appendices attached hereto, to obtain information essential to the making of an informed investment decision.
PRINCIPAL AMOUNTS, INTEREST RATES, MATURITY DATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS†

$			%	Term Series 2022 Bond Due May 1, 20 	Yield 	%	Price 	 CUSIP No.†		
$			%	Term Series 2022 Bond Due May 1, 20 	Yield 	%	Price 	 CUSIP No.†		
$			%	Term Series 2022 Bond Due May 1, 20 	Yield 	%	Price 	 CUSIP No.†		
$			%	Term Series 2022 Bond Due May 1, 20 	Yield 	%	Price 	 CUSIP No.†		

The Series 2022 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, as to the validity of the Series 2022 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, Kutak Rock LLP, Tallahassee, Florida, for the Master Developer and the Landowner by its counsel, Vogler Ashton, PLLC, Palmetto, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida. It is expected that the Series 2022 Bonds will be available for delivery through the facilities of DTC on or about December  , 2022.
MBS Capital Markets, LLC
Dated: 	, 2022

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

RED HERRING LANGUAGE

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. The Series 2022 Bonds may not be sold nor may offers to buy be accepted prior to the time the Limited Offering Memorandum is delivered in final form. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the Series 2022 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

BOARD OF SUPERVISORS

Pete Williams, Chairperson Janice Snow**, Vice Chairperson
Dale Weidemiller*, Assistant Secretary John Blakley, Assistant Secretary
John Leinaweaver*, Assistant Secretary

DISTRICT MANAGER

PFM Group Consulting LLC Orlando, Florida

DISTRICT COUNSEL

Kutak Rock LLP Tallahassee, Florida

CONSULTING ENGINEER

Stantec Consulting Services Inc.
Sarasota, Florida

ASSESSMENT CONSULTANT/FINANCIAL ADVISOR

PFM Financial Advisors LLC Orlando, Florida

BOND COUNSEL

Bryant Miller Olive P.A. Orlando, Florida

* Affiliate or employee of the Master Developer and/or the Landowner (each as defined herein).

REGARDING USE OF THIS LIMITED OFFERING MEMORANDUM

No dealer, broker, salesperson or other person has been authorized by the District, Manatee County, Florida, the State of Florida or the Underwriter (as defined herein) 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 any of the foregoing. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2022 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 District, the District Manager, the Consulting Engineer, the Assessment Consultant, the Master Developer, the Landowner (each as defined herein) and other sources that are believed by the Underwriter to be reliable.
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.
At closing, the District, the District Manager, the Consulting Engineer, the Assessment Consultant, the Master Developer and the Landowner will each deliver certificates certifying that certain of the information supplied by each does not contain any untrue statement of a material fact or omit to state a material fact required to be stated herein or necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The information and expressions of opinion herein 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 with respect to the matters described herein since the date hereof.
The Series 2022 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor has the Indenture been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth in such acts. The registration, qualification or exemption of the Series 2022 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, Manatee County, Florida, the State of Florida, nor any of its subdivisions or agencies have guaranteed or passed upon the merits of the Series 2022 Bonds, upon the probability of any earnings thereon or upon the accuracy or adequacy of this Limited Offering Memorandum.
Certain statements included or incorporated by reference in this Limited Offering Memorandum constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "project," "anticipate," "budget," or other similar words. 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, the Master Developer and the Landowner do not plan to issue any updates or revisions to those forward-looking statements if or when any of their expectations, events, conditions or circumstances on which such statements are based occur, other than as described under "CONTINUING DISCLOSURE" herein.
The order and placement of materials in this Limited Offering Memorandum, including the appendices, are not to be deemed a determination of relevance, materiality or importance, and this Limited Offering Memorandum, including the appendices, must be considered in its entirety. The captions and headings in this Limited Offering Memorandum are for convenience of reference only and in no way define, limit or describe the scope or intent, or affect the meaning or construction, of any provisions or sections in this Limited Offering Memorandum.
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 as printed in its entirety directly from such websites.
References to website addresses presented herein are for information purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Limited Offering Memorandum for any purpose, including for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission.
This Limited Offering Memorandum is not, and shall not be deemed to constitute, an offer to sell, or the solicitation of an offer to buy, real estate, which may only be made pursuant to offering documents satisfying applicable federal and state laws relating to the offer and sale of real estate.
This Preliminary Limited Offering Memorandum is in a form deemed final by the District for purposes of Rule 15c2-12 issued 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
SUITABILITY FOR INVESTMENT	3
DESCRIPTION OF THE SERIES 2022 BONDS	4
General	4
Redemption Provisions	5
Notice of Redemption	7
Book-Entry Only System	8
SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS	10
General	10
No Parity Bonds; Limitation on Parity Assessments	11
Funds and Accounts	11
Series 2022 Reserve Account	11
Series 2022 Revenue Account	12
Investments	14
Acquisition and Construction Fund	15
Agreement for Assignment of Development Rights	16
Completion Agreement	16
True-Up Agreement	17
Enforcement of Completion Agreement and True-Up Agreement	17
Owner Direction and Consent with Respect to Series 2022 Acquisition and Construction Account Upon Occurrence of Event of Default	17
Events of Default and Remedies	18
Provisions Relating to Bankruptcy or Insolvency of Landowner	19
Enforcement and Collection of Series 2022 Assessments	21
Additional Covenants Regarding Assessments	23
Re-Assessment	23
ENFORCEMENT OF ASSESSMENT COLLECTIONS	23
General	23
Direct Billing & Foreclosure Procedure	24
Uniform Method Procedure	25
THE DISTRICT	28
General	28
Governance	28
Legal Powers and Authority	30
District Manager	31
Prior Districts and Merger	31
Outstanding Bonds	31
THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT	33
ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS	34
THE DEVELOPMENT	35
General	36
Land Acquisition/Development Financing	37
Environmental	38
Land Use Plan	38
Land Use/Permitting	38

Local Development Agreement	39
Reimbursement Agreements for Offsite Shared Improvements	41
Land Sales/Contract Activity	41
Development Status	43
Utilities	43
Marketing	43
Assessment Area	43
Fees and Assessments	44
Competition	45
THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER	45
BONDOWNERS' RISKS	46
Limited Pledge	46
Concentration of Land Ownership and Bankruptcy Risks	47
Delay and Discretion Regarding Remedies	47
Limitation on Funds Available to Exercise Remedies	48
Determination of Land Value upon Default	48
Landowner Challenge of Assessed Valuation	48
Failure to Comply with Assessment Proceedings	49
Other Taxes and Assessments	49
Limited Secondary Market	49
Inadequacy of Series 2022 Reserve Account	50
Regulatory and Environmental Risks	50
Economic Conditions	51
Cybersecurity	51
Infectious Viruses and/or Diseases	51
Damage to District from Natural Disasters	51
Change in Development Plans	52
Completion of Series 2022 Project	52
District May Not be Able to Obtain Permits	52
Interest Rate Risk; No Rate Adjustment for Taxability	53
IRS Examination and Audit Risk	53
Legislative Proposals and State Tax Reform	55
Loss of Exemption from Securities Registration	56
Prepayment and Redemption Risk	56
Performance of District Professionals	56
No Credit Enhancement or Rating	56
Mortgage Default and FDIC	56
ESTIMATED SOURCES AND USES OF BOND PROCEEDS	57
DEBT SERVICE REQUIREMENTS	58
TAX MATTERS	59
General	59
Information Reporting and Backup Withholding	60
Other Tax Matters Relating to the Series 2022 Bonds	60
Tax Treatment of Original Issue Discount	62
Tax Treatment of Bond Premium	62
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	63
VALIDATION	63
LITIGATION	63

District	63
Master Developer	64
Landowner	64
CONTINUING DISCLOSURE	64
General	64
District Continuing Compliance	65
Master Developer Continuing Compliance	65
Landowner Continuing Compliance	65
UNDERWRITING	65
LEGALITY FOR INVESTMENT	66
LEGAL MATTERS	66
AGREEMENT BY THE STATE	66
FINANCIAL STATEMENTS	66
EXPERTS AND CONSULTANTS	67
DISCLOSURE OF MULTIPLE ROLES	67
CONTINGENT AND OTHER FEES	67
NO CREDIT ENHANCEMENT OR RATING	68
MISCELLANEOUS	68

APPENDICES:		
APPENDIX A	ENGINEER'S REPORT	
APPENDIX B	ASSESSMENT REPORT	
APPENDIX C	FORMS OF MASTER INDENTURE AND SUPPLEMENTAL	
	INDENTURE	
APPENDIX D	FORM OF OPINION OF BOND COUNSEL	
APPENDIX E	FORM OF CONTINUING DISCLOSURE AGREEMENT	
APPENDIX F	AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE	
	FISCAL YEAR ENDED SEPTEMBER 30, 2021	

LIMITED OFFERING MEMORANDUM

relating to

$13,850,000*
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project)

INTRODUCTION

The purpose of this Limited Offering Memorandum, including the cover page and appendices hereto, is to set forth certain information concerning the North River Ranch Improvement Stewardship District (the "District") in connection with the offering and issuance by the District of its $13,850,000 Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Series 2022 Bonds").

The Series 2022 Bonds are being issued pursuant to the Act (hereinafter defined) and a Master Trust Indenture dated as of December 1, 2022 (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a First Supplemental Trust Indenture dated as of December 1, 2022, between the District and the Trustee (the "Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), and resolutions adopted by the Board of Supervisors of the District (the "Board") on July 28, 2021 and November 22, 2022, authorizing the issuance of the Series 2022 Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the Indenture, the form of which appears in composite APPENDIX C attached hereto.

The District is a local unit of special purpose government of the State of Florida (the "State"), created pursuant to the North River Ranch Improvement Stewardship District Act, Chapter 2020-191, Laws of Florida, as amended (the "Act") for the purpose, among other things, of financing and managing the acquisition, construction, installation, maintenance and operation of the major infrastructure within and without the boundaries of the District. The boundaries of the District include approximately 2,001 acres of land (the "District Lands") located entirely within an unincorporated area of Manatee County, Florida (the "County"). For more complete information about the District, its Governing Body and the District Manager, see "THE DISTRICT" herein.

The Act authorizes the District to issue bonds for purposes, among other things, of financing the cost of the acquisition and construction of assessable improvements including water management and control, water systems, sewer systems, wastewater management, reclamation and reuse, roadway improvements, landscaping, streetlights, parks and other basic infrastructure projects within and, in accordance with the provisions of the Act, without the boundaries of the District.

 Preliminary, subject to change.

Under the Constitution and laws of the State, including the Act, the District has the power and authority to levy non-ad valorem assessments upon the District Lands and to issue bonds for the purposes of providing community development services and facilities, including those financed with the proceeds of the Series 2022 Bonds as described herein.

Consistent with the requirements of the Indenture and the Act, the Series 2022 Bonds are being issued to (a) finance a portion of the Cost of the Series 2022 Project (hereinafter defined), (b) pay certain costs associated with the issuance of the Series 2022 Bonds, (c) make a deposit into the Series 2022 Reserve Account to be held for the benefit of all of the Series 2022 Bonds, without privilege or priority of one Series 2022 Bond over another, and (d) pay the interest to become due on the Series 2022 Bonds through November 1, 2023.

The District is a portion of the larger "North River Ranch" development (the "Development") which is currently planned to include 3,983 residential units within multiple interconnected neighborhoods and various commercial, retail and multi-family uses within a Village Center. The Development consists of four (4) distinct development tracts, including Fieldstone Phase 1, Fieldstone Phase 2, Morgan's Glen and the NRR Tract (each as hereinafter defined). The capital improvement program for Fieldstone Phase 2 (the "Village Center CIP") consists of certain infrastructure improvements for the benefit of the District Lands located in Fieldstone Phase 2 consisting of approximately 231 acres (the "Village Center Assessment Area"), and include roadways, street/entry lighting, drainage, water, wastewater and reclaimed water, clearing and earthwork, landscaping, recreational amenities and trails, entrance features and signs, professional fees and contingency. A portion of the Village Center CIP benefiting the Hospital Parcel and Apartment Parcel (each as hereinafter defined) is hereinafter referred to as the "Series 2022 Project." See "THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT" and "THE DEVELOPMENT"
herein.

The Series 2022 Bonds are payable from and secured by the Series 2022 Trust Estate, including the revenues received by the District from the Series 2022 Assessments and amounts in the Funds and Accounts (except for the Series 2022 Rebate Account) established by the Indenture. The Series 2022 Assessments will initially be levied against all of the gross acreage within the Village Center Assessment Area, but ultimately assigned to the Hospital Parcel and Apartment Parcel, planned to include a 150-bed hospital, 125,000 square feet of medical office space and 707 apartments that are all subject to assessment as a result of the Series 2022 Project as described in the Assessment Report (hereinafter defined).

The Series 2022 Assessments represent an allocation of the costs of the Series 2022 Project, including bond financing costs, to certain lands within the Village Center Assessment Area in accordance with the Assessment Report. The Assessment Report and assessment resolutions with respect to the Series 2022 Assessments (collectively, the "Assessment Proceedings") permit the prepayment in part or in full of the Series 2022 Assessments at any time without penalty, together with interest at the rate on the corresponding Series 2022 Bonds to the Quarterly Redemption Date that is more than forty-five (45) days next succeeding the date of prepayment. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein and "APPENDIX B – ASSESSMENT REPORT"
attached hereto.

Subsequent to the issuance of the Series 2022 Bonds, the District may cause one or more Series of Bonds to be issued pursuant to the Master Indenture, subject to the terms and conditions thereof. Bonds may be issued for the purpose of paying all or part of the Cost of a Series Project or refunding an Outstanding Series of Bonds or any portion thereof. The District covenants and agrees in the Supplemental Indenture that so long as there are any Series 2022 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2022 Trust Estate other than Bonds issued to refund the Outstanding Series 2022 Bonds. The District further covenants and agrees in the Supplemental Indenture that it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2022 Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2022 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, imposed prior to the issuance of the Series 2022 Bonds, or Maintenance Special Assessments. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS – No Parity Bonds; Limitation on Parity Assessments" herein.

There follows in this Limited Offering Memorandum a brief description of the District, the Development and the Village Center Assessment Area, together with summaries of the terms of the Series 2022 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and laws and all references to the Series 2022 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indenture, the form of which appears in composite APPENDIX C attached hereto.

SUITABILITY FOR INVESTMENT

While the Series 2022 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), MBS Capital Markets, LLC (the "Underwriter") will, as required by Chapter 189, Florida Statutes, offer the Series 2022 Bonds only to "accredited investors," within the meaning of Chapter 517, Florida Statutes, and the rules promulgated thereunder ("Accredited Investors"). However, the limitation of the initial offering to Accredited Investors does not denote restrictions on transfers in any secondary market for the Series 2022 Bonds. Prospective investors in the Series 2022 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 2022 Bonds and should have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment.

Investment in the Series 2022 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. Additional information will be made available to each prospective investor, including the benefit of a site visit to the District, and the opportunity to ask questions of the District, as such prospective investor deems necessary in order to make an informed decision with respect to the purchase of the Series 2022 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions.

DESCRIPTION OF THE SERIES 2022 BONDS

General

The Series 2022 Bonds are issuable only in fully registered form, without coupons, in denominations of $5,000 or any integral multiple thereof; provided, however, that the Series 2022 Bonds shall be delivered to the initial purchasers thereof in minimum aggregate principal amounts of $100,000 and integral multiples of $5,000 in excess of $100,000.

The Series 2022 Bonds will be dated their date of issuance and delivery to the initial purchasers thereof and will bear interest payable on each May 1 and November 1, commencing May 1, 2023 (each, an "Interest Payment Date") and shall be computed on the basis of a 360-day year of twelve 30-day months. The Series 2022 Bonds will mature on May 1 of such years, in such amounts and at such rates as set forth on the cover page of this Limited Offering Memorandum.

Interest on the Series 2022 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Each Series 2022 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication (a) is an Interest Payment Date to which interest on such Series 2022 Bond has been paid, in which event such Series 2022 Bond shall bear interest from its date of authentication, or (b) is prior to the first Interest Payment Date for the Series 2022 Bonds, in which event, such Series 2022 Bond shall bear interest from its date.

Debt Service on each Series 2022 Bond will be payable on each Interest Payment Date in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the registered Owner at the close of business on the regular Record Date for such interest, which shall be the fifteenth (15th) day of the calendar month next preceding such Interest Payment Date, or, if such day is not a Business Day on the Business Day immediately preceding such day; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture, the payment of interest and principal or Redemption Price or Amortization Installments shall be made by the Paying Agent (hereinafter defined) to such person who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of a Series 2022 Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation thereof at the designated corporate trust office of U.S. Bank Trust Company, National Association, located in Fort Lauderdale, Florida, or any alternate or successor paying agent (collectively, the "Paying Agent"), unless the Series 2022 Bonds are held in the book-entry system in which case presentation shall not be required. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner if such Owner requests such method of payment in writing on or prior to the regular Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner owns not less than $1,000,000 in aggregate principal amount of the Series 2022 Bonds).

The Series 2022 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2022 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2022 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of The Depository Trust Company ("DTC"), New York, New York, the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding Series 2022 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC. See "– Book-Entry Only System" below.

Redemption Provisions

Optional Redemption. The Series 2022 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date on or after May 1, 20  , at the Redemption Price of the principal amount of the Series 2022 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

Mandatory Sinking Fund Redemption. The Series 2022 Bond maturing May 1, 20  , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022

Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

The Series 2022 Bond maturing May 1, 20 , is subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the Series 2022 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at the Redemption Price of the principal amount thereof, without premium, together with accrued interest to the date of redemption on May 1 of the years and in the principal amounts set forth below:

May 1	Amortization	May 1	Amortization	
of the Year	Installment	of the Year	Installment	

Final maturity

As more particularly set forth in the Indenture, any Series 2022 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2022 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2022 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2022 Bonds as set forth in the Supplemental Indenture.

Extraordinary Mandatory Redemption. The Series 2022 Bonds are subject to extraordinary mandatory redemption prior to maturity, in whole on any date or in part on any Quarterly Redemption Date, in the manner determined by the Bond Registrar at the Redemption Price of 100% of the principal amount thereof, without premium, together with accrued interest to the date of redemption, if and to the extent that any one or more of the following shall have occurred:

on February 1, 2024, to the extent that the conditions for the transfer of the funds on deposit in the Series 2022 Restricted Acquisition and Construction Account to the Series 2022 General Acquisition and Construction Account have not been met; or

on or after the Date of Completion of the Series 2022 Project, by application of moneys transferred from the Series 2022 General Acquisition and Construction Account to the Series 2022 Prepayment Subaccount in accordance with the terms of the Indenture; or

from amounts, including Series 2022 Prepayment Principal and any excess on deposit in the Series 2022 Reserve Account as a result of the deposit of such Series 2022 Prepayment Principal, required by the Indenture to be deposited into the Series 2022 Prepayment Subaccount; or

on the date on which the amount on deposit in the Series 2022 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2022 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2022 Bonds shall be called for redemption, the particular Series 2022 Bonds or portions of Series 2022 Bonds to be redeemed shall, unless otherwise provided in the Indenture, be selected by lot by the Bond Registrar as provided in the Indenture.

Notice of Redemption

Notice of each redemption of Series 2022 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than forty-five (45) days prior to the date of redemption to each registered Owner of Series 2022 Bonds to be redeemed at the address of such registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2022 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2022 Bonds or such portions thereof on such date, interest on such Series 2022 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2022 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2022 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent. Further notice of redemption shall be given by the Bond Registrar to certain registered securities depositories and information services as set forth in the Indenture, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

Pursuant to the Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.

Book-Entry Only System

THE INFORMATION IN THIS SECTION 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.

DTC will act as securities depository for the Series 2022 Bonds. The Series 2022 Bonds will be issued as fully-registered bonds 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 bond certificate will be issued for each maturity of the Series 2022 Bonds and will be deposited with DTC. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants (the "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 (the "Indirect Participants"). DTC has a Standard and Poor's rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission ("SEC"). More information about DTC can be found at www.dtcc.com.

Purchases of the Series 2022 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2022 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2022 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 2022 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the

Series 2022 Bonds, except in the event that use of the book-entry system for the Series 2022 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2022 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2022 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2022 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2022 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping an 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 made among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all of the Series 2022 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2022 Bonds, as the case may be, to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2022 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 2022 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Series 2022 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 Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Registrar or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District and/or the Paying Agent for the Series 2022 Bonds. 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 the Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Series 2022 Bonds at any time by giving reasonable notice to the District. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2022 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 2022 Bond certificates will be printed and delivered to DTC.

NEITHER THE DISTRICT NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO THE DTC PARTICIPANTS OR THE PERSONS FOR WHOM THEY ACT AS NOMINEE WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DTC PARTICIPANTS, THE INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS OF THE SERIES 2022 BONDS. THE DISTRICT CANNOT AND DOES NOT GIVE ANY ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE SERIES 2022 BONDS PAID TO DTC OR ITS NOMINEE, AS THE REGISTERED OWNER, OR PROVIDE ANY NOTICES TO THE BENEFICIAL OWNERS OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL ACT IN THE MANNER DESCRIBED IN THIS LIMITED OFFERING MEMORANDUM.

SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS

General

The Series 2022 Bonds are payable from and secured by the revenues received by the District from the Series 2022 Assessments and amounts in the Funds and Accounts (except for the Series 2022 Rebate Account) established by the Indenture (collectively, the "Series 2022 Trust Estate"). Series 2022 Assessments will be allocated as described in "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein. The
Series 2022 Assessments represent an allocation of the costs of the Series 2022 Project, including bond financing costs, to such benefited land within the Village Center Assessment Area in accordance with the Assessment Report, attached hereto as composite APPENDIX B.

NEITHER THE SERIES 2022 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF THE STATE. THE SERIES 2022 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2022 BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2022 TRUST ESTATE PLEDGED TO THE SERIES 2022 BONDS, ALL AS PROVIDED IN THE INDENTURE AND THE SERIES 2022 BONDS.

No Parity Bonds; Limitation on Parity Assessments

The District covenants and agrees in the Supplemental Indenture that so long as there are any Series 2022 Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2022 Trust Estate other than Bonds issued to refund the Outstanding Series 2022 Bonds. The District further covenants and agrees in the Supplemental Indenture that it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2022 Assessments without the consent of the Majority Owners; provided, however, that the foregoing shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2022 Assessments which the District certifies are necessary for health, safety, and welfare reasons, to remediate a natural disaster, imposed prior to the issuance of the Series 2022 Bonds, or Maintenance Special Assessments.

WHILE NO FUTURE ADDITIONAL BONDS WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2022 ASSESSMENTS PLEDGED AS SECURITY FOR THE SERIES 2022 BONDS, THE DISTRICT, THE COUNTY, THE SCHOOL BOARD OF MANATEE COUNTY, FLORIDA, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF MAY IN THE FUTURE IMPOSE, LEVY AND COLLECT ASSESSMENTS AND TAXES, THE LIENS OF WHICH WILL BE CO-EQUAL WITH THE LIEN OF THE SERIES 2022 ASSESSMENTS SECURING THE SERIES 2022 BONDS. See "– Enforcement and
Collection of Series 2022 Assessments" herein.

Funds and Accounts

The Indenture requires that the Trustee establish the following Funds and Accounts:
(a) an Acquisition and Construction Fund, and therein, a Series 2022 General Acquisition and Construction Account, a Series 2022 Restricted Acquisition and Construction Account and a Series 2022 Costs of Issuance Account; (b) a Debt Service Fund, and therein, (i) a Series 2022 Debt Service Account and therein a Series 2022 Sinking Fund Account, a Series 2022 Interest Account and a Series 2022 Capitalized Interest Account, and (ii) a Series 2022 Redemption Account and therein a Series 2022 Prepayment Subaccount and a Series 2022 Optional Redemption Subaccount; (c) a Reserve Fund, and therein, a Series 2022 Reserve Account, which Series 2022 Reserve Account shall be held for the benefit of all Series 2022 Bonds, without distinction as to Series 2022 Bonds and without privilege or priority of one Series 2022 Bond over another; (d) a Revenue Fund, and therein, a Series 2022 Revenue Account; and (e) a Rebate Fund, and therein, a Series 2022 Rebate Account.

Series 2022 Reserve Account

The Series 2022 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2022 Reserve Account Requirement. "Series 2022 Reserve Account Requirement" is defined in the Supplemental Indenture to mean an amount equal to the maximum annual Debt Service requirement for all Outstanding Series 2022 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2022 Bonds is equal to $	.

Except as otherwise provided in the Indenture, amounts on deposit in the Series 2022 Reserve Account shall be used only for the purpose of making payments into the Series 2022

Interest Account and the Series 2022 Sinking Fund Account to pay Debt Service on the Series 2022 Bonds, when due, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose. The Series 2022 Reserve Account shall consist only of cash and Investment Obligations.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date (or, if such forty-fifth (45th) day is not a Business Day, on the first Business Day preceding such forty- fifth (45th) day), the District shall recalculate the Series 2022 Reserve Account Requirement taking into account any Series 2022 Prepayment Principal on deposit in the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2022 Reserve Account as a result of such Series 2022 Prepayment Principal to the Series 2022 Prepayment Subaccount as a credit against the Prepayment otherwise required to be made by the owner of such lot or parcel. Following the foregoing transfer, such amounts in the Series 2022 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2022 Bonds on the earliest date permitted for redemption therein and in the Supplemental Indenture. The Trustee is authorized to make such transfers and has no duty to verify such calculations.

On the earliest date on which there is on deposit in the Series 2022 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2022 Bonds, together with accrued interest on such Series 2022 Bonds to the earliest date of redemption permitted therein and in the Supplemental Indenture, then the Trustee shall transfer the amount on deposit in the Series 2022 Reserve Account into the Series 2022 Prepayment Subaccount in the Series 2022 Redemption Account to pay and redeem all of the Outstanding Series 2022 Bonds on the earliest date permitted for redemption therein and in the Supplemental Indenture.

Anything in the Indenture to the contrary notwithstanding, amounts on deposit in the Series 2022 Reserve Account shall, upon the occurrence and continuance of an Event of Default, be subject to a first charge by the Trustee for its fees and expenses, including fees and expenses of collection of Delinquent Assessments.

Series 2022 Revenue Account

Pursuant to the Supplemental Indenture, the Trustee is authorized and directed to deposit into the Series 2022 Revenue Account any and all amounts required to be deposited therein by the Indenture, and any other amounts or payments specifically designated by the District pursuant to a written direction or by a Supplemental Indenture for said purpose. The Series 2022 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee.

The Trustee shall deposit into the Series 2022 Revenue Account the Series 2022 Pledged Revenues other than Series 2022 Prepayment Principal, which shall be identified by the District to the Trustee as such in writing upon deposit and which shall be deposited into the Series 2022 Prepayment Subaccount in the Series 2022 Redemption Account, and any other revenues required by other provisions of the Indenture to be deposited therein.  The Trustee may conclusively rely on the assumption that, unless otherwise

instructed in writing by the District at the time of deposit to the Trustee, Series 2022 Pledged Revenues paid to the Trustee shall be deposited into the Series 2022 Revenue Account, and that Series 2022 Pledged Revenues which the District informs the Trustee constitute Series 2022 Prepayment Principal shall be deposited into the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2022 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2022 Revenue Account for deposit into the Series 2022 Prepayment Subaccount, an amount sufficient to increase the amount on deposit therein to the next highest integral multiple of $5,000 (provided that there are sufficient funds remaining therein to pay Debt Service coming due on the Series 2022 Bonds on the next succeeding Interest Payment Date), and shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2022 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2022 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2022 Bonds set forth in the form of Series 2022 Bonds attached to the Supplemental Indenture, Section 301 of the Supplemental Indenture, and Article III of the Master Indenture.

On May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day next preceding such May 1 or November 1), the Trustee shall first transfer from the Series 2022 Capitalized Interest Account to the Series 2022 Interest Account the lesser of (x) the amount of interest coming due on the Series 2022 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2022 Capitalized Interest Account.

Following the foregoing transfers, on each May 1 or November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day next preceding such May 1 or November 1), the Trustee shall then transfer from the amounts on deposit in the Series 2022 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, to the Series 2022 Interest Account, an amount equal to the amount of interest payable on all Series 2022 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2022 Capitalized Interest Account in accordance with Sections 403(c) and 408(d) of the Supplemental Indenture, and less any other amount already on deposit in the Series 2022 Interest Account not previously credited;

SECOND, on May 1, 2024, and each May 1 thereafter, to the Series 2022 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2022 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2022 Sinking Fund Account not previously credited;

THIRD, to the Series 2022 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2022 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2022 Revenue Account.

On any date required by the Tax Regulatory Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the Series 2022 Revenue Account to the Series 2022 Rebate Account established for the Series 2022 Bonds in the Rebate Fund in accordance with the Master Indenture, the amount due and owing, if any, to the United States, which amount shall be paid to the United States, when due, in accordance with such Tax Regulatory Covenants.

Investments

Anything in the Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2022 Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2022 General Acquisition and Construction Account, the Series 2022 Restricted Acquisition and Construction Account, the Series 2022 Interest Account, and the Series 2022 Capitalized Interest Account, shall be retained, as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the Funds and Accounts other than the Series 2022 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2022 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2022 Reserve Account shall be disposed of as follows:

if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2022 Reserve Account as of the most recent date on which amounts on deposit in the Series 2022 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2022 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Capitalized Interest Account through November 1, 2023, and, thereafter earnings in the Series 2022 Reserve Account shall be allocated to and deposited into the Series 2022 Revenue Account and used for the purpose of such Account; and

if as of the last date on which amounts on deposit in the Series 2022 Reserve Account were valued by the Trustee there was a deficiency (as defined in Section 509 of the Master Indenture), or if after such date withdrawals have been made from the Series 2022 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Reserve Account until the amount on deposit therein is equal to the Series 2022 Reserve Account Requirement, and then earnings on investments in the Series 2022 Reserve Account shall be deposited into the Series 2022 Capitalized Interest Account through November 1, 2023, and, thereafter shall be allocated to and deposited into the Series 2022 Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2022 Reserve Account, prior to the deposit of any earnings in the Series 2022 Revenue Account, the amount of such proposed transfer shall instead be deposited into the Series 2022 Reserve Account until the balance on deposit therein is equal to the Series 2022 Reserve Account Requirement.

Acquisition and Construction Fund

Series 2022 General Acquisition and Construction Account. Amounts on deposit in the Series 2022 General Acquisition and Construction Account shall be applied to pay Costs of the Series 2022 Project upon compliance with the requisition provisions set forth in Section 503(b) of the Master Indenture and the form attached as Exhibit A to the Master Indenture. The Trustee shall have no duty to review any requisitions to determine if the amount requested is for payment of a cost permitted under the Indenture. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2022 Project, and any balance remaining in the Series 2022 General Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2022 Project which are required to be reserved in the Series 2022 General Acquisition and Construction Account in accordance with the certificate of the Consulting Engineer delivered to the District and the Trustee establishing such Date of Completion), shall be deposited to the Series 2022 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2022 Bonds in accordance with Section 301 of the Supplemental Indenture and in the manner prescribed in the form of Series 2022 Bonds set forth as Exhibit B to the Supplemental Indenture. At such time as there are no amounts on deposit in the Series 2022 General Acquisition and Construction Account or the Date of Completion of the Series 2022 Project has been established, the Series 2022 General Acquisition and Construction Account shall be closed.

Series 2022 Restricted Acquisition and Construction Account. Amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account shall be held therein unless and until the District shall have delivered to the Trustee a certificate signed by the Consulting Engineer, on which the Trustee may conclusively rely, to the effect that all required Southwest Florida Water Management District permits have been received for the development of the Series 2022 Project or that the Consulting Engineer confirms and certifies that no such permits are required. Upon receipt of such certificate from the Consulting Engineer, the Trustee shall transfer all amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account into the Series 2022 General Acquisition and Construction Account to be used for the purposes of such Account. In the event that such certificate has not been received by the Trustee on or before November 1, 2023, all funds on deposit in the Series 2022 Restricted Acquisition and Construction Account shall be transferred to the Series 2022 Prepayment Subaccount of the Series 2022 Redemption Account and applied to the extraordinary mandatory redemption of all of the Series 2022 Bonds on February 1, 2024, in accordance with Section 301 of the Supplemental Indenture and in the manner prescribed in the form of Series 2022 Bonds set forth as Exhibit B to the Supplemental Indenture and following such transfer the Series 2022 Restricted Acquisition and Construction Account shall be closed. With respect to such extraordinary mandatory redemption, the Trustee shall apply all amounts in the Funds and Accounts established pursuant to the Supplemental Indenture to the Redemption Price due on such date of redemption. Following the foregoing redemption, all Funds and Accounts established under

the Supplemental Indenture shall be closed. Notwithstanding the foregoing, if the amounts on deposit in the Funds and Accounts established under the Supplemental Indenture are insufficient to redeem all Outstanding Series 2022 Bonds on February 1, 2024, the Trustee is hereby authorized and directed to redeem Series 2022 Bonds in the maximum aggregate principal amount, plus accrued interest thereon, for which moneys are then on deposit in the Funds and Accounts held under the Supplemental Indenture. In no event shall any of the dates set forth in this section be extended without the written consent of the Majority Owners, on which the District and the Trustee may conclusively rely.

Series 2022 Costs of Issuance Account. The amount deposited in the Series 2022 Costs of Issuance Account shall, at the written direction of an Authorized Officer of the District, be used to pay the costs of issuance relating to the Series 2022 Bonds. On the date of issuance of the Series 2022 Bonds, initial costs of issuance shall be paid pursuant to the instructions in the closing memorandum prepared by the Underwriter and signed by an Authorized Officer of the District. On the earlier to occur of: (x) the written direction of an Authorized Officer of the District or (y) six (6) months from the date of issuance of the Series 2022 Bonds, any amounts deposited in the Series 2022 Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2022 Restricted Acquisition and Construction Account (unless such Series 2022 Restricted Acquisition and Construction Account shall have been closed in which case such moneys shall be transferred to the Series 2022 General Acquisition and Construction Account) and used for the purposes permitted therefor, whereupon the Series 2022 Costs of Issuance Account shall be closed.

Agreement for Assignment of Development Rights

Contemporaneously with the issuance of the Series 2022 Bonds, the District and Lansdowne Partners Group, LLC, a Florida limited liability company (the "Master Developer") will enter into a Collateral Assignment Agreement (the "Collateral Assignment Agreement"). The Collateral Assignment Agreement provides, among other things, that in the event the Landowner defaults in the payment of Series 2022 Assessments levied on lands owned by the Landowner, the District may exercise its remedial rights thereunder. Pursuant to the Collateral Assignment Agreement, the Master Developer agrees, subject to the provisions of the Collateral Assignment Agreement, to collaterally assign to the District all of its development rights and contract rights relating to lands benefited by the Series 2022 Project (the "Development and Contract Rights") as security for the Landowner's payment and performance and discharge of its obligation to pay the Series 2022 Assessments levied against the lands owned by the Landowner within the Village Center Assessment Area. Such Development and Contract Rights specifically exclude any such portion of the Development and Contract Rights which relate solely to any property which has been conveyed to a landowner resulting from the sale of land in the ordinary course of business, the County, the District, any applicable homeowner's association or other governing entity or association as may be required by applicable permits, approvals, plats, entitlements or regulations affecting the Village Center Assessment Area, if any.

Completion Agreement

In connection with the issuance of the Series 2022 Bonds, the District and the Master Developer will enter into an agreement (the "Completion Agreement") pursuant to which the Master Developer will agree to provide funds to complete the Series 2022 Project to the extent

that proceeds of the Series 2022 Bonds are insufficient therefor. Remedies for a default under the Completion Agreement include damages and/or specific performance.

True-Up Agreement

In connection with the issuance of the Series 2022 Bonds, the Landowner (hereinafter defined) will enter into an agreement (the "True-Up Agreement") with the District pursuant to which the Landowner agrees to timely pay all Series 2022 Assessments on lands owned by the Landowner within the Village Center Assessment Area and to pay when requested by the District any amount of Series 2022 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the Series 2022 Bonds.
Enforcement of Completion Agreement and True-Up Agreement

Pursuant to the Supplemental Indenture, the District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under either or both of such Agreements, the District covenants and agrees that the Trustee, at the direction of the Majority Owners shall act on behalf of, and in the District's stead, to enforce the provisions of such Agreements and to pursue all available remedies under applicable law or in equity. Anything in the Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners, or the Trustee at the direction of the Majority Owners, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

Owner Direction and Consent with Respect to Series 2022 Acquisition and Construction Account Upon Occurrence of Event of Default

In accordance with the provisions of the Indenture, the Series 2022 Bonds are secured solely by the Series 2022 Pledged Revenues and the Series 2022 Pledged Funds comprising the Series 2022 Trust Estate. Anything in the Indenture to the contrary notwithstanding, the District acknowledges in the Supplemental Indenture that (a) the Series 2022 Pledged Funds include, without limitation, all amounts on deposit in the Series 2022 Restricted Acquisition and Construction Account and the Series 2022 General Acquisition and Construction Account then held by the Trustee, (b) upon the occurrence of an Event of Default with respect to the Series 2022 Bonds, the Series 2022 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2022 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the Series 2022 Project and payment is for such work, and (c) upon the occurrence of an Event of Default with respect to the Series 2022 Bonds, the Series 2022 Pledged Funds may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to the Series 2022 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

Events of Default and Remedies

Events of Default. The Indenture provides that each of the following shall be an Event of Default under the Indenture with respect to the Series 2022 Bonds, but no other Series of Bonds unless otherwise provided in the Supplemental Indenture relating to such Series:

any payment of Debt Service on the Series 2022 Bonds is not made when due;

the District shall for any reason be rendered incapable of fulfilling its obligations under the Indenture;

the District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the Series 2022 Project;

the District is adjudged insolvent by a court of competent jurisdiction, or is adjudged bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

the District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;

any portion of the Series 2022 Assessments shall have become Delinquent Assessments and, as the result thereof, the Trustee has withdrawn funds in an amount greater than twenty-five percent (25%) of the amount on deposit in the Series 2022 Reserve Account to pay Debt Service on the Series 2022 Bonds;

more than twenty percent (20%) of the Maintenance Special Assessments levied by the District on tax parcels subject to the Series 2022 Assessments are not paid by the date such are due and payable, and such default continues for sixty (60) days after the date when due; and

the District shall default in the due and punctual performance of any of the material covenants, conditions, agreements and provisions contained in the Series 2022 Bonds or the Indenture on the part of the District to be performed (other than a default in the payment of Debt Service on the Series 2022 Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not

less than ten percent (10%) in aggregate principal amount of the Series 2022 Bonds then Outstanding and affected by such default; 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 thirty
(30) 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 thirty (30) day period and shall diligently and continuously prosecute the same to completion.

Remedies. Pursuant to the Master Indenture, the District covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of Delinquent Assessments, the provisions for the foreclosure of liens of Delinquent Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the Series 2022 Bonds. Notwithstanding anything to the contrary in the Indenture, and unless otherwise directed by the Majority Owners of the Series 2022 Bonds and allowed pursuant to federal or State law, the District acknowledges and agrees in the Master Indenture that (a) upon failure of any property owner to pay an installment of Series 2022 Assessments collected directly by the District when due, that the entire Series 2022 Assessment on the tax parcel as to which such Delinquent Assessment appertains, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and the District shall promptly, but in any event within 120 days, cause to be brought the necessary legal proceedings for the foreclosure of liens of Delinquent Assessments, including interest and penalties with respect to such tax parcel and (b) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages.

Provisions Relating to Bankruptcy or Insolvency of Landowner

The Master Indenture contains the following provisions which, pursuant to the terms of the Master Indenture, shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel, or tax parcels which are in the aggregate, subject to at least three percent (3%) of the Series 2022 Assessments pledged to the Series 2022 Bonds then 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").

Pursuant to the Master Indenture, the District acknowledges and agrees that, although the Series 2022 Bonds were issued by the District, the Owners of the Series 2022 Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer:

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 Series 2022 Bonds then 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 Proceeding or in any action related to a Proceeding that affects, either directly

or indirectly, the Series 2022 Assessments relating to the Series 2022 Bonds then Outstanding, the Series 2022 Bonds then Outstanding or any rights of the Trustee under the Indenture (provided, however, the Majority Owners of the Series 2022 Bonds then Outstanding shall be deemed to have consented to the proposed action if the District does not receive a written response from the Majority Owners or the Trustee, acting at the direction of such Majority Owners, within sixty (60) days following delivery to the Majority Owners and the Trustee of a written request for consent);

the District agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2022 Assessments relating to the Series 2022 Bonds then Outstanding, the Series 2022 Bonds then Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee or the Majority Owners;

the District agrees that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, the Majority Owners of the Series 2022 Bonds then Outstanding shall be deemed to have consented to the proposed action if the District does not receive a written response from the Majority Owners and the Trustee within sixty (60) days following delivery to the Majority Owners or the Trustee of a written request for consent);

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 Series 2022 Assessments relating to the Series 2022 Bonds then 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 Series 2022 Assessments relating to the Series 2022 Bonds then 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

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 Proceeding or take any other action in such Proceeding, which is adverse to the Trustee's enforcement of the District's claim and rights with respect to the Series 2022 Assessments relating to the Series 2022 Bonds then 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 to (i) file a proof of claim with respect to the Series 2022 Assessments pledged to the Series 2022 Bonds then Outstanding, (ii) deliver to the District

a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) defend any objection filed to said proof of claim.

The District acknowledges and agrees in the Master Indenture that it shall not be a defense to a breach of the foregoing covenants that it has acted on advice of counsel in not complying with the foregoing covenants.

Notwithstanding the provisions of the immediately preceding paragraphs, the Master Indenture does not preclude the District from becoming a party to a Proceeding in order to enforce a claim for Maintenance Special Assessments, and the District shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for Maintenance Special Assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Series 2022 Assessments relating to the Series 2022 Bonds then 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 (d) above.

Enforcement and Collection of Series 2022 Assessments

The primary source of payment for the Series 2022 Bonds are the revenues received by the District from the Series 2022 Assessments imposed on each landowner within the Village Center Assessment Area which are specially benefited by the Series 2022 Project. To the extent that landowners fail to pay such Series 2022 Assessments, delay payments, or are unable to pay such Series 2022 Assessments, the successful pursuit of collection procedures available to the District is essential to the continued payment of principal of and interest on the Series 2022 Bonds. The Act provides for various methods of collection of delinquent taxes by reference to other provisions of the Florida Statutes. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein for a summary of special assessment payment and collection procedures appearing in the Florida Statutes.

The Indenture provides that, when permitted by law, Series 2022 Assessments levied on platted lots and pledged to secure the Series 2022 Bonds shall be collected pursuant to the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, as amended (the "Uniform Method") and Series 2022 Assessments levied on unplatted lots and pledged to secure the Series 2022 Bonds shall be collected directly by the District pursuant to the Act and Chapters 170 and 197, Florida Statutes, and not pursuant to the Uniform Method, in each case unless otherwise directed by the Trustee acting at the direction of the Majority Owners during an Event of Default. All Series 2022 Assessments that are collected directly by the District and not via the Uniform Method shall be due and payable by the landowner no later than thirty (30) days prior to each Interest Payment Date; provided, however, that such Series 2022 Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2022 Assessments are not paid by the applicable Interest Payment Date with respect to which they have been billed.

Pursuant to the Indenture, if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2022 Assessment, then such Series 2022 Assessment shall be enforced in accordance with the provisions of the Act and Chapters 170 and/or 197, Florida

Statutes, as amended, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, then upon the delinquency of any Series 2022 Assessment, the District, either on its own behalf or through the actions of the Trustee, may, and shall, if so directed in writing by the Majority Owners of the Series 2022 Bonds then Outstanding, declare the entire unpaid balance of such Series 2022 Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapters 170 and 173, Florida Statutes, and Section 6(17) of the Act, or otherwise as provided by law.

If any tax certificates relating to Delinquent Assessments which are pledged to secure the payment of the principal and interest on the Series 2022 Bonds are sold by the Tax Collector (hereinafter defined) pursuant to the provisions of Section 197.432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Delinquent Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the Series 2022 Revenue Account.

Pursuant to the Indenture, if any property shall be offered for sale for the nonpayment of any Series 2022 Assessment and no person or persons shall purchase such property for an amount greater than or equal to the full amount due on the Series 2022 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may, but is not required to, then be purchased by the District for an amount equal to or less than the balance due on the Series 2022 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special purpose entity title to the property for the benefit of the Owners of the Series 2022 Bonds to which such Series 2022 Assessments were pledged; provided that the Trustee shall have the right, acting at the written direction of the Majority Owners of the Series 2022 Bonds secured by such Series 2022 Assessments, but shall not be obligated, to direct the District with respect to any action taken pursuant to this paragraph. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power to lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the Series 2022 Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action, the District shall cause written notice thereof to be mailed to any designated agents of the Owners of the Series 2022 Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it shall give written notice thereof to such representatives. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for the listing for sale of property acquired by it as trustee for the benefit of the Owners of the Series 2022 Bonds within sixty (60) days after the receipt of the request therefor signed by the Majority Owners or the Trustee, acting at the written request of such Majority Owners, of the Series 2022 Bonds then Outstanding.

THERE CAN BE NO ASSURANCE THAT ANY SALE, PARTICULARLY A BULK SALE, OF LAND SUBJECT TO DELINQUENT ASSESSMENTS WILL PRODUCE

PROCEEDS SUFFICIENT TO PAY THE FULL AMOUNT OF SUCH DELINQUENT ASSESSMENTS PLUS OTHER DELINQUENT TAXES AND ASSESSMENTS APPLICABLE THERETO.

Additional Covenants Regarding Assessments

Pursuant to the Supplemental Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2022 Assessments, including the Assessment Report, and to levy the Series 2022 Assessments and any required true-up payments set forth in the Assessment Report, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2022 Bonds, when due. The Assessment Report shall not be materially amended without the prior written consent of the Majority Owners.

Re-Assessment

Pursuant to the Master Indenture, if any Series 2022 Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Series 2022 Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2022 Assessment when it might have done so, the District shall either (a) take all necessary steps to cause a new Series 2022 Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement, or (b) in its sole discretion, make up the amount of such Series 2022 Assessment from legally available moneys, which moneys shall be deposited into the Series 2022 Revenue Account. In case any such subsequent Series 2022 Assessment shall also be annulled, the District shall obtain and make other Series 2022 Assessments until a valid Series 2022 Assessment shall be made.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the Series 2022 Bonds is the revenues received by the District from the collection of Series 2022 Assessments imposed on certain lands in the Village Center Assessment Area specially benefited by the Series 2022 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein and "APPENDIX B – Assessment Report" attached hereto.

The imposition, levy, and collection of Series 2022 Assessments must be done in compliance with the provisions of State law. Failure by the District, the Manatee County Tax Collector (the "Tax Collector") or the Manatee County Property Appraiser (the "Property Appraiser") to comply with such requirements could result in delay in the collection of, or the complete inability to collect, Series 2022 Assessments during any year. Such delays in the collection of Series 2022 Assessments, or complete inability to collect any Series 2022 Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of Debt Service on the Series 2022 Bonds. See "BONDOWNERS' RISKS" herein. To the extent that landowners fail to pay the Series 2022 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 2022 Bonds.

For the Series 2022 Assessments to be valid, the Series 2022 Assessments must meet two requirements: (a) the benefit from the Series 2022 Project to the lands subject to the Series 2022 Assessments must exceed or equal the amount of the Series 2022 Assessments; and (b) the Series 2022 Assessments must be fairly and reasonably allocated across all such benefited properties. The Assessment Consultant (hereinafter defined) will certify that these requirements have been met with respect to the Series 2022 Assessments.

Pursuant to the Act and the Assessment Proceedings, the District may collect the Series 2022 Assessments through a variety of methods. See "BONDOWNERS' RISKS" herein. Initially, and for undeveloped properties owned by the Landowner and subsequent landowners, the District will directly issue annual bills to landowners requiring payment of the Series 2022 Assessments and will enforce such bill through foreclosure proceedings. As lands are developed, the Series 2022 Assessments will be added to the County tax roll and collected pursuant to the Uniform Method. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein and "APPENDIX B – Assessment Report" attached hereto. 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 Chapter 170, Florida Statutes, and the Act, the District may directly levy, collect and enforce the Series 2022 Assessments. In this context, Section 170.10, 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 2022 Assessments, the whole assessment, with the interest and penalties thereon, shall immediately become due and payable and subject to foreclosure. Generally stated, the governing body of the entity levying the special assessment, in this case the District, may foreclose by commencing a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or, alternatively, by commencing an action under Chapter 173, Florida Statutes, which relates to foreclosure of municipal tax and special assessment liens. Such proceedings are in rem, meaning that the action would be brought against the land, and not against the landowner. In light of the one- year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay Series 2022 Assessments and the ability to foreclose the lien of such Series 2022 Assessments upon the failure to pay such Series 2022 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 2022 Assessments. See "BONDOWNERS' RISKS" herein.

Uniform Method Procedure

Subject to certain conditions, and for developed lands (as described above), the District may alternatively elect to collect the Series 2022 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 2022 Assessments to be levied and then collected in this manner.

If the Uniform Method of collection is used, the Series 2022 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 2022 Assessments, are to be billed together 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 2022 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 2022 Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the Series 2022 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 Debt Service on the Series 2022 Bonds.

Under the Uniform Method, if the Series 2022 Assessments are paid during November when due or during the following three (3) months, the taxpayer is granted a variable discount equal to four percent (4%) in November and decreasing one percentage point per month to one percent (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 2022 Bonds that (a) the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Series 2022 Assessments, (b) future landowners and taxpayers in the District will pay such Series 2022 Assessments, (c) 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 (d) the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2022 Assessments and all other liens that are coequal therewith.

Collection of delinquent Series 2022 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 2022 Assessments due. Prior to the sale of tax certificates, the landowner may bring current the delinquent Taxes and Assessments and cancel the tax certificate process by paying the total amount of delinquent Taxes and Assessments plus all applicable interest, costs and charges. If the landowner does not act, the Tax Collector is required to attempt to sell tax certificates by public bid to the person who pays the delinquent Taxes and Assessments owing, and any applicable interest, costs and charges, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than eighteen percent (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 eighteen percent (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 eighteen percent (18%) per annum, costs and charges. Proceeds from the sale of tax certificates are required to be used to pay Taxes and Assessments (including the Series 2022 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 five percent (5%), unless the rate borne by the certificates is zero percent (0%). The proceeds of such 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 affected 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 (7) 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 (2) 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 (7) 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 (2) years after April 1 of the year of issuance of the certificate or as soon thereafter as is reasonable. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

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

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

If there are no bidders at the public sale, the clerk shall enter the land on a list entitled "lands available for taxes" and shall immediately notify the County Commission that the property is available. At any time within ninety (90) days from the date the property is placed on the list, the County may purchase the land for the opening bid or may waive its rights to purchase the property. Thereafter, and without further notice or advertising, any person, the County or any other governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three (3) years from the date the property was offered for sale, unsold lands escheat to the County in which they are located, free and clear, and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

There can be no guarantee that the Uniform Method will result in the payment of Series 2022 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 2022 Assessments, which are the primary source of payment of the Series 2022 Bonds. Additionally, legal proceedings under federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates. See "BONDOWNERS' RISKS" herein.

THE DISTRICT

General

The District is an independent local unit of specialized, limited single-purpose government of the State and an independent special district created pursuant to the Act, a special act of the Florida legislature, in 2020. Pursuant to the Act, the general purpose of the District is to provide, through a special purpose governmental entity, certain capital infrastructure, facilities and services which benefit the residents of the District. The District has the power to provide, plan, implement, construct, maintain, and finance as a local government management entity systems, facilities, services, improvements, infrastructure, and projects, and possesses financing powers to fund its management power over the long term and with sustained levels of high quality. In particular, the District will provide for a comprehensive and complete community development approach to promote a sustainable and efficient land use pattern for the District Lands with long-term planning for conservation and development; provide opportunities for the mitigation of impacts and development of infrastructure in an orderly and timely manner; prevent the overburdening of the local general purpose government and the taxpayers; and provide an enhanced tax base and regional employment and economic development opportunities.

Governance

The Act provides that a five-member Board of Supervisors (the "Board") serves as the governing body of the District. Members of the Board (the "Supervisors") must be residents of the State and citizens of the United States. The Act provides that within ninety (90) days after formation of the District, an election must be held pursuant to which Supervisors are elected on an at-large basis by the owners of the property within the District. Such election was held in accordance with the Act. Ownership of land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number).

The Act provides that there shall be an election by landowners for the District every two (2) years on the first Tuesday after the first Monday in November. Each Supervisor elected on or after November 2020 shall serve a 4-year term. Supervisors shall begin being elected by qualified electors of the District as the District becomes populated with qualified electors. The transition shall occur such that the composition of the Board, after the first general election following a trigger of the qualified elector population thresholds set forth below, shall be as follows:

Once 3,463 qualified electors reside within the District, one (1) Supervisor shall be a person who is a qualified elector of the District and who was elected by the qualified electors and four (4) Supervisors shall be persons who were elected by the landowners.

Once 6,926 qualified electors reside within the District, two (2) Supervisors shall be persons who are qualified electors of the District and who were elected by the qualified electors and three (3) Supervisors shall be persons who were elected by the landowners.

Once 10,389 qualified electors reside within the District, three (3) Supervisors shall be persons who are qualified electors of the District and who were elected by the qualified electors and two (2) Supervisors shall be persons who were elected by the landowners.

Once 13,852 qualified electors reside within the District, four (4) Supervisors shall be persons who are qualified electors of the District and who were elected by the qualified electors and one (1) Supervisor shall be a person who was elected by the landowners.

Once 15,000 qualified electors reside within the District, all five (5) Supervisors shall be persons who are qualified electors of the District and who were elected by the qualified electors.

All Supervisors elected by the qualified electors shall be elected at large. Supervisors are subject to ethics and conflict of interest laws of the State that apply to all local public officers. They shall hold office for the terms for which they were elected or appointed and until their successors are chosen and qualified. If, during the term of office, a vacancy occurs, the remaining Supervisors shall fill each vacancy by an appointment for the remainder of the unexpired 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, all Supervisors shall be elected by the qualified electors in the District and the Supervisors so selected must be qualified electors.

Any elected member of the Board may be removed by the Governor for malfeasance, misfeasance, dishonesty, incompetency, or failure to perform the duties imposed upon him or her by the Act, and any vacancies that may occur in such office for such reasons shall be filled by the Governor as soon as practicable.

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.

The current members of the Board and the expiration of their terms are set forth
below:

Name		Title		Expiration of Term	
Pete Williams		Chairperson		November 2024	
Janice Snow*		Vice Chairperson		November 2026	
Dale Weidemiller*		Assistant Secretary		November 2024	
John Blakley		Assistant Secretary		November 2024	
John Leinaweaver*		Assistant Secretary		November 2026	

* Affiliate or employee of the Master Developer and/or the Landowner.

Legal Powers and Authority

As a special district, the District has only those powers specifically delegated to it by the Act or necessarily implied from powers specifically delegated to it. In addition to the power to issue the Series 2022 Bonds to finance a portion of the costs of the Series 2022 Project, the Act gives the District the power to, among other things, (a) lease as lessor or lessee to or from any person, firm, corporation, association, or body, public or private, any projects of the type that the District is authorized to undertake and facilities or property of any nature for the use of the District to carry out the purposes authorized by the Act,
(b) borrow money and issue bonds, certificates, warrants, notes or other evidence of indebtedness as provided in the Act, levy such taxes and assessments as may be authorized and charge, collect and enforce fees and other user charges, (c) raise, by user charges or fees authorized by resolution of the Board, amounts of money which are necessary for the conduct of District activities and services and enforce their receipt and collection in the manner prescribed by resolution not inconsistent with law, (d) exercise all powers of eminent domain now or hereafter conferred on counties in the State; provided, however, that such power of eminent domain may not be exercised outside the territorial limits of the District unless the District receives prior approval by vote of a resolution of the governing body of the County if the taking will occur in an unincorporated area in the County, or the governing body of the city if the taking will occur in an incorporated area, (e) cooperate with, or contract with, other governmental agencies as may be necessary, convenient, incidental, or proper in connection with any of the powers, duties or purposes authorized by the Act, (f) assess and impose upon lands in the District ad valorem taxes as provided by the Act, (g) determine, order, levy, impose, collect and enforce assessments pursuant to the Act and Chapter 170, Florida Statutes, pursuant to authority granted in Section 197.3631, Florida Statutes, or pursuant to other provisions of general law now or hereinafter enacted, and (h) exercise all of the powers necessary, convenient, incidental or proper in connection with any other powers or duties or the special and limited purpose of the District authorized by the Act.

The Act does not empower the District to adopt and enforce land use plans or zoning ordinances, and the Act does not empower the District to grant building permits. These functions are performed by the general-purpose local government, acting through its governing body and its departments of government.

The Act exempts all property of 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 bonds of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with any of its debt obligations.

District Manager

The Act requires the Board to hire a district manager. The Act provides that the district manager shall have charge and supervision of the works of the District and shall be responsible for (a) preserving and maintaining any improvement or facility constructed or erected pursuant to the provision of the Act, (b) maintaining and operating the equipment owned by the District, and (c) performing such other duties as may be prescribed by the Board. The Act further provides that it shall not be a conflict of interest under Chapter 112, Florida Statutes, for a Supervisor, the district manager, or another employee of the District to be a stockholder, officer or employee of a landowner. PFM Group Consulting LLC serves as the district manager (in such capacity, the "District Manager").

Prior Districts and Merger

Fieldstone Community Development District ("Fieldstone CDD") was established by Ordinance No. 15-16, enacted by the Board of County Commissioners of the County, and effective on April 2, 2015, as amended by Ordinance No. 19-23, enacted by the Board of County Commissioners of the County on May 21, 2019, effective on May 22, 2019, as the first community development district within the Development. North River Ranch Community Development District ("North River Ranch CDD" and together with Fieldstone CDD, the "Prior Districts") was established by Ordinance No. 18-08, enacted by the Board of County Commissioners of the County on April 5, 2018, effective April 5, 2018. Each of the Prior Districts was established for the purposes of planning, financing, constructing, operating and maintaining public infrastructure improvements for the benefit of the lands within each respective district.

Each of the Prior Districts entered into a Merger Agreement with the District whereby each of the Prior Districts merged with the District and the District became the sole surviving entity (the "Merger"). Pursuant to each Merger Agreement, the Prior Districts have been dissolved. Additionally, pursuant to each Merger Agreement: the Prior Districts passed all assets over to the District; all Assessments levied by the Prior Districts shall be payable when due to the District; the District shall be responsible for, and bound by, all contracts to which the Prior Districts were a party at the time of the Merger; and the District shall be responsible for, and be bound by, all interlocal agreements to which the Prior Districts were a party at the time of Merger.

Following the Merger, the District's boundaries encompassed approximately 2,012 acres of land. The boundaries of the District were subsequently contracted by a boundary amendment, which removed approximately eleven (11) acres of land from the District, thus decreasing the District Lands to approximately 2,001 acres.

Outstanding Bonds

Prior to the Merger, each of the Prior Districts issued bonds secured by special assessments in order to finance a portion of the capital improvements necessary for the development of Fieldstone Phase 1 and the NRR Tract. Such bonds and the special assessments securing such bonds are described below:

On July 9, 2019, Fieldstone CDD issued its $9,910,000 Capital Improvement Revenue Bonds, Series 2019A-1 and $3,355,000 Capital Improvement Revenue Bonds, Series 2019A-2 (together, the "2019A Fieldstone Phase 1 Bonds"). The current aggregate outstanding principal amount of the 2019A Fieldstone Phase 1 Bonds is $9,460,000. The special assessments securing the 2019A Fieldstone Phase 1 Bonds (the "2019A Fieldstone Phase 1 Assessments") are levied on lands within Fieldstone Phase 1 and are separate and distinct from the Series 2022 Assessments. The 2019A Fieldstone Phase 1 Assessments only secure the 2019A Fieldstone Phase 1 Bonds and do not secure the Series 2022 Bonds nor are the 2019A Fieldstone Phase 1 Assessments levied on the same lands subject to the Series 2022 Assessments.

On November 21, 2019, Fieldstone CDD issued its $5,530,000 Capital Improvement Revenue Bonds, Series 2019A-1 (Morgan's Glen Project) and $5,045,000 Capital Improvement Revenue Bonds, Series 2019A-2 (Morgan's Glen Project) (together, the "2019A Morgan's Glen Bonds"). The current aggregate outstanding principal amount of the 2019A Morgan's Glen Bonds is $7,650,000. The special assessments securing the 2019A Morgan's Glen Bonds (the "2019A Morgan's Glen Assessments") are levied on lands within Morgan's Glen and are separate and distinct from the Series 2022 Assessments. The 2019A Morgan's Glen Assessments only secure the 2019A Morgan's Glen Bonds and do not secure the Series 2022 Bonds nor are the 2019A Morgan's Glen Assessments levied on the same lands subject to the Series 2022 Assessments.

On December 11, 2020, North River Ranch CDD issued its $7,670,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-1, $5,010,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-2 and $4,215,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3 (collectively, the "2020A NRR Bonds"). The current aggregate outstanding principal amount of the 2020A NRR Bonds is
$16,755,000. The special assessments securing the 2020A NRR Bonds (the "2020A NRR Assessments") are levied on lands within the NRR Tract and are separate and distinct from the Series 2022 Assessments. The 2020A NRR Assessments only secure the 2020A NRR Bonds and do not secure the Series 2022 Bonds nor are the 2020A NRR Assessments levied on the same lands subject to the Series 2022 Assessments.

On May 18, 2021, Fieldstone CDD issued its $4,130,000 Capital Improvement Revenue Bonds, Series 2021B (Phase 1C/1D (West) Project) (the "2021B Fieldstone Phase 1 Bonds"). The current aggregate outstanding principal amount of 2021B Fieldstone Phase 1 Bonds is $585,000. The special assessments securing the 2021B Fieldstone Phase 1 Bonds (the "2021B Fieldstone Phase 1 Assessments") are levied on lands within Fieldstone Phase 1 and are separate and distinct from the Series 2022 Assessments. The 2021B Fieldstone Phase 1 Assessments only secure the 2021B Fieldstone Phase 1 Bonds and do not secure the Series 2022 Bonds nor are the 2021B Fieldstone Phase 1 Assessments levied on the same lands securing subject to the Series 2022 Assessment.

The 2019A Fieldstone Phase 1 Bonds, 2019A Morgan's Glen Bonds, 2020A NRR Bonds and 2021B Fieldstone Phase 1 Bonds are hereinafter collectively referred to as the "Prior Bonds."

A portion of the proceeds of the Series 2022 Bonds are being used to construct a portion of the Series 2022 Project in the estimated amount of $11.6 million*. The Series 2022 Project benefits lands within Fieldstone Phase 2 in the District. See "THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT" and "APPENDIX A – ENGINEER'S REPORT" attached
hereto.

THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT

Stantec Consulting Services Inc. (the "Consulting Engineer") has prepared the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements, dated May 10, 2022, updated November 18, 2022 (the "Master Engineer's Report") describing the capital improvement program for the lands within the Fieldstone Phase 2 portion of the Development (as previously defined, the "Village Center CIP"). The Village Center CIP is estimated to cost approximately $30.7 million and includes roadways, street/entry lighting, drainage, water, wastewater and reclaimed water, clearing and earthwork, landscaping, recreational amenities and trails, entrance features and signs, professional fees and contingency. Enumeration of the costs of the Village Center CIP are provided in the table below.

Infrastructure		Total Village Center CIP	
Roadways		$6,445,971	
Street/Entry Lighting		315,000	
Drainage		3,274,773	
Water and Wastewater		3,637,174	
Clearing and Earthwork		6,331,310	
Landscaping/Lake/Irrigation		2,800,000	
Amenity Center/Trail		1,260,000	
Entrance Feature		1,050,000	
Professional Fees		2,707,707	
Contingency		2,912,194	
Total		$30,734,129	

The capital improvements described in the Village Center CIP will be constructed in multiple phases over time. The initial phase of the Village Center CIP is estimated to cost approximately $19.0 million and includes the costs allocable to certain master infrastructure improvements including roadways and utilities stubbed thereto to (a) a parcel of land planned for a 150-bed hospital and an adjacent 125,000 square feet of medical office space within Fieldstone Phase 2 (the "Hospital Parcel") and (b) a parcel of land planned for 707 apartments (the "Apartment Parcel") within Fieldstone Phase 2 (the "Series 2022 Project"). Detailed information concerning the Series 2022 Project is contained in the Supplemental Engineer's Report for Phase 2 Infrastructure Improvements Series 2022 Project, dated November 18, 2022 (the "Supplemental Engineer's Report" and together with the Master Engineer's Report, the "Engineer's Report"). The Engineer's Report is attached hereto as composite APPENDIX
A. Enumeration of the estimated infrastructure costs of the Series 2022 Project are provided in the table below.

Infrastructure		Series 2022 Project	
Roadways		$4,467,583	
Street/Entry Lighting		189,000	
Drainage		1,964,864	
Water and Wastewater		2,182,304	
Clearing and Earthwork		3,798,786	
Landscaping/Lake/Irrigation		1,680,000	
Amenity Center/Trail		756,000	
Entrance Feature		630,000	
Professional Fees		1,624,624	
Contingency		1,747,316	
Total		$19,040,477	

The Series 2022 Project largely includes the construction a roadway running east/west through the Village Center Assessment Area commencing at Fort Hamer Road to U.S. 301 and providing access to the Hospital Parcel and Apartment Parcel. The roadway costs identified include roads, drainage, utilities, lighting, landscaping and entry features.

Proceeds of the Series 2022 Bonds in the approximate amount of $11.6 million* will be utilized to acquire and/or construct a portion of the Series 2022 Project. It is anticipated that the District will issue one or more additional Series of Bonds to fund additional portions of the Village Center CIP. The Master Developer anticipates using equity to fund the remaining portions of the Village Center CIP not funded with proceeds of the Series 2022 Bonds and any future Series of Bonds as well as the other development costs not included within the Village Center CIP (the "Private Costs"). The Private Costs for Fieldstone Phase
2 of the Development consist primarily of marketing, wayfinding, site grading and compaction and are estimated to cost $2.5 million. As of November 15, 2022, the Master Developer estimates it has expended approximately $750,000 in development-related expenditures to-date pertaining to the design, engineering and permitting within the Village Center Assessment Area.

The Master Developer will enter into the Completion Agreement whereby the Master Developer will agree to complete the portions of the Series 2022 Project not funded with proceeds of the Series 2022 Bonds. The District cannot make any representation that the Master Developer will have sufficient funds to complete the Series 2022 Project. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS –
Completion Agreement" herein and "BONDOWNERS' RISKS – Completion of Series 2022 Project" herein.

ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS

The District's former assessment methodology consultant, Wrathell, Hunt & Associates, LLC, prepared the Master Special Assessment Methodology Report for Phase 2, dated May 24, 2022 (the "Master Assessment Report"), that allocates the total benefit derived from the Village Center CIP to the benefited lands in Fieldstone Phase 2 of the District. In addition, PFM Financial Advisors LLC (in such capacity, the "Assessment Consultant") has prepared the Supplemental Assessment Report Fieldstone Phase 2 Project, Series 2022

Bonds, dated November 2022 (the "Supplemental Assessment Report" and, together with the Master Assessment Report, the "Assessment Report"), that allocates the Series 2022 Assessments to property within the Village Center Assessment Area in proportion to the benefit derived from the Series 2022 Project.

Initially, the Series 2022 Assessments securing the Series 2022 Bonds will be levied on an equal per acre basis over the gross acreage within Fieldstone Phase 2 of the District consisting of approximately 231 acres (as previously defined, the "Village Center Assessment Area"). Pursuant to the allocation methodology set forth in the Assessment Report, the Series 2022 Assessments will then be allocated on a per lot basis upon the sale of property with specific entitlements transferred thereto or platting of the units within the Hospital Parcel and Apartment Parcel of Fieldstone Phase 2 of the District which includes approximately forty-six (46) acres within the District planned for a 150-bed hospital, 125,000 square feet of medical office space and 707 apartments. The Series 2022 Bonds were sized to correspond to the collection of Series 2022 Assessments from the 150-bed hospital, 125,000 square feet of medical office space and 707 apartments planned within the Hospital Parcel and Apartment Parcel. See "APPENDIX B – ASSESSMENT REPORT" attached hereto.

The table below illustrates the annual assessments that will be levied by the District for each of the respective product types anticipated to secure the Series 2022 Bonds.

		Est. Series 2022 Bonds	Est. Series 2022	
	# of Units/	Gross Annual Debt Service	Bonds Principal Per	
Product Type	Square Feet	Per Unit/Square Foot*†	Unit/Square Foot*	
Multi-family		707		$ 884		$11,018	
Medical Office		125,000		2		22	
Hospital		150		1,768		22,037	

* Preliminary, subject to change.
† Includes gross-up of 4% for early payment and 3% for collection fees imposed by the County.

THE DEVELOPMENT

The following information appearing under the caption "THE DEVELOPMENT" has been furnished by the Master Developer and the Landowner for inclusion in this Limited Offering Memorandum as a means for the prospective Beneficial Owners of the Series 2022 Bonds to understand the anticipated development plan and risks associated with the Development and the provision of infrastructure to the real property within the District. Although believed to be reliable, such information has not been independently verified by the District or its counsel, the Underwriter or its counsel, or Bond Counsel, and no person other than the Master Developer and the Landowner, subject to certain qualifications and limitations, makes any representation or warranty as to the accuracy or completeness of such information. At the time of the issuance of the Series 2022 Bonds, the Master Developer and the Landowner will represent in writing that the information herein under the caption "THE DEVELOPMENT" does not contain any untrue statement of a material fact and does not omit to state any material fact necessary in order to make the statements made herein, in light of the circumstances under which they are made, not misleading.

General

North River Ranch (the "Development") is an approximately 2,600-acre mixed-use master-planned community located near the Parrish area in an unincorporated portion of northern Manatee County. The Development is situated on the north and south side of Moccasin Wallow Road just west of U.S. 301 North. Direct access to the Development is provided through Moccasin Wallow Road functioning as the main entrance with additional points of entry off of U.S. 301 North and Fort Hamer Road.

With the completion of the Fort Hamer Bridge in October 2017, a new and more accessible transportation network was created between the Parrish area and the sprawling Lakewood Ranch community to the south via Fort Hamer Road, Upper Manatee River Road and Lakewood Ranch Boulevard. Further, the Sarasota/Bradenton airport is located approximately twenty-seven (27) miles southwest of the Development and downtown Tampa is approximately forty (40) miles northwest of the Development.

Located approximately four (4) miles east of Interstate 75, the Development is in close proximity to medical facilities, recreational opportunities, retail shopping venues and restaurants. Medical care can currently be obtained at Manatee Memorial Hospital located within fourteen (14) miles of the Development. A new Publix Supermarket is conveniently located at the corner of Moccasin Wallow Road and Fort Hamer Road and is slated to open in early 2024. Additional commercial support including the Ellenton Premium Outlets is less than twelve (12) miles from the Development. West coast beaches can be reached within twenty-five (25) miles of the Development and provide for additional recreational opportunities.

The Development is a single, interrelated community consisting of approximately 2,600 acres planned to include 3,983 residential units within multiple interconnected neighborhoods and various commercial, retail and multi-family uses within a Village Center situated at the intersection of Moccasin Wallow Road and U.S. 301 North. The Development has four (4) distinct development tracts consisting of: (a) the initial phase of Fieldstone planned for 616 single-family residential units situated west of the Fort Hamer Road extension and being marketed as "Brightwood at North River Ranch" ("Fieldstone Phase 1");
(b) the second phase of Fieldstone planned for 707 apartment units, 107 townhome units, 86 assisted living units, a 150-bed hospital and 477,000 square feet of mixed-use space situated east of the Fort Hamer Road extension and being marketed as "Village Center" ("Fieldstone Phase 2"); (c) Morgan's Glen planned for 380 single-family residential units situated south of Moccasin Wallow Road and being marketed as "Riverfield" ("Morgan's Glen"); and (d) the remaining lands planned for 2,877 residential units located just north of Fieldstone Phase 1 (the "NRR Tract").

Development activities in the Development have commenced, including development in three (3) distinct residential neighborhoods as follows: (a) Brightwood at North River Ranch within Fieldstone Phase 1 consisting of 616 platted residential units and including KB Home, Pulte Homes, Park Square Homes and Homes by West Bay as active builders; (b) Riverfield currently consisting of 380 platted residential units within Morgan's Glen and including David Weekley Homes and Neal Communities as active builders; and (c) Wildleaf within the NRR Tract planned for 377 residential units and includes Pulte Homes and Neal Communities as active builders. Home sales activities have commenced in the Brightwood

at North River Ranch and Riverfield neighborhoods. Since opening to retail buyers, approximately 535 residential units have been sold and closed with retail buyers with an additional 201 residential units under contract.

As indicated herein, the Village Center Assessment Area consists of approximately 231 acres constituting the lands comprising Fieldstone Phase 2. The majority landowner of the lands constituting the Village Center Assessment Area is a tenancy in common comprised of Lasalle Holding Partners, LLC, a Florida limited liability company ("Lasalle Holding Partners"), WHK Invest, LLC, a Florida limited liability company ("WHK Invest") and University Park Partners IV, LLC, a Florida limited liability company ("University Park Partners" and together with Lasalle Holding Partners and WHK Invest, the "Landowner"). The landowner of the remaining twenty-two (22) acres within the Village Center Assessment Area constituting the Hospital Parcel is Manatee Medical Holdings 68, LLC, a Florida limited liability company (the "Hospital Parcel Landowner"). Lasalle Holding Partners, LLC is an affiliated entity with Neal Land & Neighborhoods, LLC, a Florida limited liability company ("Neal Land & Neighborhoods") and Neal Communities of Southwest Florida, LLC, a Florida limited liability company ("Neal Communities"). Further, Lansdowne Partners Group, LLC, a Florida limited liability company (as previously defined, the "Master Developer"), an affiliated entity with Neal Land & Neighborhoods and Neal Communities, will act in the capacity as the developer to develop certain master infrastructure within the Village Center Assessment Area. It is the intent of the Landowner to sell undeveloped tracts of land to (a) developers/homebuilders for them to develop such tracts into finished lots for home construction thereon, (b) apartment builders, (c) developers of mixed-use properties for them to develop and sell finished parcels to commercial, retail or office end-users, and (d) commercial, retail or office end-users. Such purchasers will then develop the on-site infrastructure required for each respective tract.

As discussed in more detail under the heading "THE VILLAGE CENTER CIP AND THE SERIES 2022 PROJECT," proceeds of the Series 2022 Bonds will fund a portion of the Series 2022 Project to facilitate the development of the roadway improvements and utilities necessary to provide access to the Hospital Parcel and Apartment Parcel within the Village Center Assessment Area. While the Series 2022 Assessments will initially be levied against the 231 acres comprising the Village Center Assessment Area, the Series 2022 Assessments are anticipated to ultimately be levied on the 150-bed hospital, 125,000 square feet of medical office space and 707 apartments anticipated to be developed within the Hospital Parcel and the Apartment Parcel.

Land Acquisition/Development Financing

In April 2013, an affiliated entity of the Landowner acquired from CNB RE1 Holdings, LLC, approximately 1,208.83 acres for approximately $8.0 million in cash which included the acreage in Fieldstone Phase 2, which encompasses 231 acres constituting the Village Center Assessment Area. The lands comprising the Village Center Assessment Area have since been conveyed to the Landowner. Currently, there are no mortgages on the lands within the Village Center Assessment Area owned by the Landowner.

Environmental

In April 2013, a Phase I Environmental Site Assessment was performed by Enviro- Audit & Compliance on the lands constituting the Village Center Assessment Area and certain surrounding parcels. The ESA revealed no direct evidence of recognized environmental conditions. The ESA did note certain significant findings, including but not limited to the subject property being used for agricultural purposes since at least 1951, as well as the presence of three (3) large diameter irrigation wells on the property.

Land Use Plan

Fieldstone Phase 2 within the District, which constitutes the lands comprising the Village Center Assessment Area, is currently planned for 707 apartment units, 107 townhome units, eighty-six (86) assisted living units, a 150-bed hospital and 477,000 square feet of mixed-use space. The information in the table below depicts the number of units by product type within the Village Center Assessment Area, which information is subject to change.

Land Use		Units/Square Feet/Beds	
Residential			
Multi-family		707	
Townhomes		107	
Assisted Living		86	
Subtotal		900	
Mixed-Use			
Retail/Restaurant		162,000	
Medical Offices		315,000	
Subtotal		477,000	
Hospital			
Hospital		150	

Land Use/Permitting

The Village Center Assessment Area is part of a 1,032-acre tract that received zoning approval, as amended, from the County as a planned development mixed use (the "PDMU"). The PDMU provides for the development of up to 2,497 residential units, 202,000 square feet of commercial space, 247,000 square feet of medical office, 20,000 square feet of office space, a 150-bed hospital and a 326-unit assisted living facility.

The PDMU sets forth certain conditions related to environmental, open space/buffering, transportation, off-site improvements, dedication of right-of-way, design/construction specifications, utilities, land use, concurrency and educational facilities. The information below is a summary of certain of the conditions of the PDMU.

Prior to Final Site Plan ("FSP") review and approval, if wells are encountered, provide proper protection and abandonment of existing wells by submitting a plan to the County.

The FSP shall delineate a minimum of 20.62+ acres of Upland Preservation in order to comply with the County Comprehensive Plan.

Prior to FSP approval, the Master Developer shall provide an updated study on the threatened and endangered species.

Conservation easements for areas defined as post-development jurisdictional wetlands/wetland buffers and upland preservation areas shall be dedicated to the County prior to or concurrent with FSP approval.

FSP review and approval is required for any recreational/amenity center.

All other applicable state or federal permits shall be obtained before commencement of the development.

Any change in the number and/or type of dwelling units that causes an increase in the projected number of students shall be subject to review and approval of a school concurrency analysis and issuance of a Certificate Level of Service ("CLOS"). The Master Developer will also prepare a request to demonstrate that the impacts generated by the revised land use mix will not exceed impacts for transportation, potable water, sanitary sewer, drainage, school facilities, and park and recreation which have been approved and authorized by a CLOS.

A land use equivalency matrix allows the Master Developer variations in the quantity of approved land uses without the requirement to analyze such modifications through a modification to the General Plan Development. If there is a change in the number and/or type of dwelling units that results in impacts more than those previously approved, the Master Developer must apply for a modification to the CLOS. However, the Master Developer will not lose the capacity already approved for Fieldstone Phase 2.

As described in further detail in the Engineer's Report, permitting approval from the Department of Environment Protection for storm wetland mitigation is not required for the lands constituting the Village Center Assessment Area. A Southwest Florida Water Management District ("SWFWMD") Environmental Resource Permit ("ERP") to commence mass grading on the lands constituting the Village Center Assessment Area has been submitted for approval and is anticipated to be obtained in the first quarter of 2023. The Master Developer intends to submit a modification to the SWFWMD ERP permit to update the entity intending to hold the permit to the Master Developer. In addition, the Consulting Engineer will submit a modification to the SWFWMD ERP permit to allow for roadway construction, which is anticipated to be obtained in the second quarter of 2023.

Upon issuance of the Series 2022 Bonds, the Consulting Engineer will certify that any permits and approvals necessary for the infrastructure specific to the Village Center Assessment Area that have not previously been obtained are expected to be obtained in the ordinary course of business.

Local Development Agreement

The lands located in the PDMU which includes the lands constituting the Village Center Assessment Area are subject to a Local Development Agreement (the "Development Agreement"), as subsequently amended, which sets forth conditions related to certain items

including, without limitation, transportation and connection to the County wastewater system. Below is a summary of certain of the aforementioned conditions:

Transportation (Dedications). The Development Agreement requires the following right-of-way and easement dedications, which are eligible for impact fee credits.

Dedicate up to thirty-five (35) feet of right-of-way for future expansion of Moccasin Wallow Road. (Complete)

Dedicate 120 feet of right-of-way for the future extension of Fort Hamer Road. (Complete)

Dedicate or convey a non-exclusive access, flowage, and stormwater retention easement to the County for the future four lane construction of the Fort Hamer Road extension. (Complete)

Transportation (Construction). As set forth below, the Development Agreement requires the construction of segments of Fort Hamer Road providing access points to individual phases within the PDMU which are required as each phase is developed. Such requirements under the Development Agreement are being met with the construction of Fort Hamer Road north of Moccasin Wallow Road to the sixth project entrance. Horizontal infrastructure of Fort Hamer Road north of Moccasin Wallow Road is complete. In addition, the Development Agreement requires that certain driveway intersection improvements be made at driveway connections along Moccasin Wallow Road and U.S. 301. Construction activities on such improvements are complete.

Proportionate Share (Payments).	The Development Agreement sets forth the following proportionate share payments.

Proportionate share contribution for a traffic signal at 115 Avenue East and Moccasin Wallow Road. (Complete)

Prior to final plat approval of 1,401 single-family units, a proportionate share payment equal to $74,452 for a second 350-foot eastbound left turn lane at the intersection of Moccasin Wallow Road and U.S. 301. (Complete)

Wastewater Improvements (Construction). The Development Agreement requires the following pertaining to wastewater improvements.

Construction of a force main connecting to the existing Erie Road force main and cross-section sufficient to accommodate a future parallel force main. (Complete)

Construction of approximately 6,805 linear feet of a sanitary sewer force main from existing connection on Erie Road, through the Morgan's Glen easement to the project entrance located north of Moccasin Wallow Road. (Complete)

Prior to issuance of a certificate of completion for the first phase of the project to be developed, a payment equivalent to $712 per residential unit and equivalent development unit of commercial square footage as a proportionate fair share cost

of providing wastewater transmission line capacity for the project is owed to the County.

The Development Agreement provides for a CLOS. The Master Developer has received transportation impact fee credits in the amount of $1,026,013 and used such credits to pay extension fees and purchase an extension on the CLOS that is currently valid until December 31, 2024. The CLOS applies to transportation, recreational/open space, solid waste, stormwater, sanitary sewer and potable water. A CLOS for public school facilities may be issued separately. Currently, all aspects of the Development Agreement are being complied with. Failure to comply in the future could result in the delay or cessation of construction activities in the Development.

Reimbursement Agreements for Offsite Shared Improvements

Fieldstone CDD, prior to merging with the District, contracted to construct the costs of the Fort Hamer offsite road extension, improvements to Moccasin Wallow Road, an offsite force main and entry monument in their entirety (the "Offsite Shared Improvements"). Construction of the Offsite Shared Improvements were completed in the fourth quarter of 2019 and cost approximately $10,046,623.71.

Fieldstone CDD, prior to merging with the District, entered into multiple Cost Reimbursement Agreements with various parties including the Brookstone Community Development District ("Brookstone CDD"), BH Manatee, LLC, IA Manatee, LLC, and NP Land Partners, LLC, in order to secure reimbursement for the respective proportionate shares of the cost of the Offsite Shared Improvements. Properties benefiting from such Offsite Shared Improvements include the Brookstone CDD, Haval Farms, and both the Fieldstone CDD and North River Ranch CDD, prior to merging with the District (collectively referred to herein as the "Benefiting Parties").

Below is a table detailing cost sharing for each of the Benefiting Parties.

Benefiting Parties	Property	Cost Share Amount		Payment	
Fieldstone CDD		Fieldstone		$2,013,015		Advanced by NP Land Partners, LLC	
Brookstone CDD		Brookstone		2,500,000		Funded – Bond Issuance (2017)	
North Manatee Investment, LLC		Brookstone		33,609		Funded by NP Land Partners, LLC	
BH Manatee/IA Manatee, LLC		Haval Farms		1,168,970		Fully Funded	
NP Land Partners, LLC		North River Ranch		4,331,030		Advanced by NP Land Partners, LLC	
Total				$10,046,624			
Land Sales/Contract Activity			

It is the intent of the Landowner to sell undeveloped tracts of land to (a) developers/homebuilders for them to develop such tracts into finished lots for home construction thereon, (b) apartment builders, (c) developers of mixed-use properties for them to develop and sell finished parcels to commercial, retail or office end-users, and (d) commercial, retail or office end-users. Such purchasers will then develop the on-site infrastructure required for each respective tract. To date, the Landowner has sold and closed on the Hospital Parcel planned for a 150-bed six-story hospital and 125,000 square feet of medical office space. As discussed in further detail below, contemporaneously with entering into a purchase and sales contract, the buyer of the Hospital Parcel has entered into a

development agreement with the Landowner thereby providing for the Master Developer to construct certain roadway improvements providing access to such tract. Such roadway improvement costs are included in the Series 2022 Project. Additionally, the Landowner is currently in contract negotiations for the sale of the Apartment Parcel.

Hospital Parcel

On October 20, 2022, Manatee Medical Holdings 68, LLC, a Florida limited liability company (as previously defined, the "Hospital Parcel Landowner") purchased 21.8378 acres of undeveloped land planned for a 150-bed six-story hospital and 125,000 square feet of medical office space for a total aggregate purchase price of $6.0 million, calculated based on
$275,000 per acre (the "Medical Contract"). As stipulated in the Medical Contract, certain conditions were required to close including, without limitation, (a) obtaining an amendment to the Manatee Comprehensive Plan and existing General Development Plan allowing such parcel to be developed for its intended use as a healthcare facility, (b) requiring all necessary utilities and related facilities be stubbed to the parcel, (c) developing a mutually acceptable plan to provide an alternative and direct point of vehicular access to the parcel from Fort Hamer Road and requiring all required governmental permits and approvals for such vehicular access be obtained, and (d) entering into a development agreement whereby the Master Developer agrees to construct certain roadway infrastructure for such parcel.

On October 20, 2022, the Hospital Parcel Landowner entered into a development agreement (the "Post-Closing Development Agreement") with the Landowner that provides for the Master Developer to construct certain roadway improvements to provide access to the Hospital Parcel. Pursuant to the Post-Closing Development Agreement, the Master Developer shall construct roadways that provide access and connection to and from Fort Hamer Road, Moccasin Wallow Road and US 301. The improvements shall consist of roadways, sidewalks, paths, utilities, drainage systems, lighting, landscaping, signage, signalization and appurtenant additional facilities. The total cost of the roadway improvements will be funded in part by the Landowner in an amount totaling 73.4% of the overall costs with the balance being funded by the Hospital Parcel Landowner. Within no later than ninety (90) days of the effective date, both the Landowner and the Hospital Parcel Landowner must deliver into an escrow account their allocated share of the expected costs of the roadway improvements. Further, as stipulated in the Post-Closing Development Agreement, the Master Developer must obtain all necessary permits and approvals to construct such roadways, and the Master Developer will receive a development management fee in an amount not to exceed five (5%) of the final construction price to be received in no less than six (6) and no more than twenty-four (24) progress payments.

As previously noted, such roadway improvements to provide access to the Hospital Parcel are included in the Series 2022 Project. It is the current intent of the District to bid and award a contract for development work of such improvements.

Information pertaining to the Hospital Parcel Landowner can be found herein under the heading "THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER."

Development Status

Master Infrastructure

As previously discussed herein, the Offsite Shared Improvements which includes the construction of portions of Fort Hamer Road to Moccasin Wallow Road north through the Fieldstone Phase 1 and Fieldstone Phase 2 neighborhoods are complete. Further, construction of the east-west roadway and related utilities extending from Fort Hamer Road to U.S. 301 providing access to the Hospital Parcel and Apartment Parcel located within the Village Center Assessment Area is anticipated to commence in the first quarter of 2023 with completion anticipated in the first quarter of 2024.

Neighborhood Infrastructure

Development activities within the Hospital Parcel planned for a 150-bed hospital and 125,000 square feet of medical office space will be undertaken by the Hospital Parcel Landowner and is anticipated to commence in the third quarter of 2023. Similarly, development activities in the Apartment Parcel planned for 707 apartment is anticipated to commence in the third quarter of 2023.

Utilities

Potable water, wastewater treatment and reclaimed wastewater (reuse services) for the Development will be provided by the County. Electric power is expected to be provided by Peace River Electric Cooperative. Cable television and broadband cable services are expected to be provided by Frontier or Spectrum.

Marketing

The Landowner has commenced a comprehensive marketing effort for the Village Center Assessment Area. Current components of the marketing program include, without limitation, online, social media, print media, television, radio, billboard and other signage as well as other forms of marketing and promotion. Further, it is anticipated that each of the tract developers in the Village Center Assessment Area will employ their own marketing efforts to market their respective tracts.

Assessment Area

As more fully described under the heading "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS," proceeds of the Series 2022 Bonds in the approximate amount of $11.6 million* will be utilized to acquire and/or construct a portion of the Series 2022 Project. Initially, the Series 2022 Assessments securing the Series 2022 Bonds will be levied on an equal per acre basis on all of the lands within Fieldstone Phase 2 constituting the Village Center Assessment Area. Per the allocation methodology set forth in the Assessment Report, the Series 2022 Assessments will then be allocated upon the sale of property with specific entitlements transferred thereto or platting of the 150-bed hospital, 125,000 square feet of medical office space and 707 apartments planned within the Hospital

* Preliminary, subject to change.

Parcel and Apartment Parcel. The Series 2022 Bonds were sized to correspond to the collection of Series 2022 Assessments from all 707 apartments planned within the Apartment Parcel and the 150-bed hospital and 125,000 square feet of medical office space planned within the Hospital Parcel.

Pursuant to the Assessment Proceedings, owners of the lands subject to the Series 2022 Assessments are entitled to prepay the Series 2022 Assessments. Accordingly, extraordinary mandatory redemptions of the Series 2022 Bonds may occur at any time after the issuance of the Series 2022 Bonds on a regular and accelerated basis. SEE "DESCRIPTION OF THE SERIES 2022 BONDS – Redemption Provisions" herein.

Upon issuance of the Series 2022 Bonds, the net proceeds of the Series 2022 Bonds will be deposited and held in the Series 2022 Restricted Acquisition and Construction Account until such time as the Consulting Engineer has provided certification that the permit(s) required by SWFWMD with respect to the Series 2022 Project have been received. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS –
Acquisition and Construction Fund" herein. As previously discussed herein under the subheading "Land Use/Permitting," a SWFWMD ERP for mass grading of the lands within the Village Center Assessment Area has been submitted for review and is anticipated to be obtained by the first quarter of 2023. The Consulting Engineer anticipates submitting a modification to the SWFWMD ERP to allow for roadway construction, which is anticipated to be obtained in the second quarter of 2023.

Fees and Assessments

Each parcel landowner in the Village Center Assessment Area will pay annual taxes, assessments, and fees on an ongoing basis as a result of their ownership of property within the Village Center Assessment Area, including ad valorem property taxes, the Series 2022 Assessments and administrative, operation and maintenance assessments ("O&M Assessments") levied by the District, where applicable, and as described in more detail below.

Property Taxes. The current millage rate for the area of the County where the Development is located is approximately 13.8306 mills.

District Special Assessments. All landowners in the Village Center Assessment Area will be subject to the Series 2022 Assessments levied in connection with the Series 2022 Bonds issued by the District. In addition, all landowners in the District will be subject to annual O&M Assessments levied by the District which are derived from the District's annual budget and are subject to change each year. The table below illustrates the aforementioned annual assessments that will be levied by the District for each of the respective product types.

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		Est. Series 2022 Bonds		
	# of Units/	Gross Annual Debt Service	FY 2023 Annual O&M	
Product Type	Square Feet	Per Unit/Square Foot*	Assessment Per Unit†	

Multi-family		707		$ 884		$210	
Medical Office		125,000		2		210	
Hospital		150		1,768		210	

* Preliminary, subject to change. Includes gross-up of 4% for early payment and 3% for collection fees imposed by the County.
† O&M Assessments are initially levied on a per acre basis until lots are platted. The estimated annual FY23 O&M Assessments per undeveloped acre is $210.

Competition

The Village Center Assessment Area is situated in a submarket that has a limited supply of hospital and apartment use and as such the Landowner does not view any of the surrounding projects as primary competition to the Village Center Assessment Area.

THE MASTER DEVELOPER, THE LANDOWNER AND THE HOSPITAL PARCEL LANDOWNER
A majority of the lands constituting the Village Center Assessment Area is owned by is a tenancy in common comprised of Lasalle Holding Partners, LLC, a Florida limited liability company (as previously defined, "Lasalle Holding Partners") (50% membership interest), WHK Invest, LLC, a Florida limited liability company (as previously defined, "WHK Invest") (44.4% membership interest) and University Park Partners IV, LLC, a Florida limited liability company ("University Park Partners") (5.6% membership interest). Lasalle Holding Partners, WHK Invest, and University Park Partners are herein referred to as the "Landowner." Lasalle Holding Partners is an affiliated entity of Neal Land & Neighborhoods, LLC, a Florida limited liability company (as previously defined, "Neal Land & Neighborhoods") and Neal Communities of Southwest Florida, LLC, a Florida limited liability company (as previously defined, "Neal Communities"). John Neal is the president of Neal Land & Neighborhoods and Pat Neal owns 100% of the interests in Neal Communities. Membership interest in the Landowner is equally owned by the Pasold family (50%) and an affiliated entity of Neal Land & Neighborhoods and Neal Communities (50%).

A portion of the lands constituting the Hospital Parcel and consisting of twenty-two
(22) acres was sold by the Landowner to Manatee Medical Holdings 68, LLC, a Florida limited liability (as previously defined, the "Hospital Parcel Landowner"). The Hospital Parcel Landowner is an affiliated entity of HCA Healthcare West Florida ("HCA Healthcare West Florida") and a part of HCA Healthcare which is one of the nation's leading providers of healthcare services. With over fifty (50) hospitals and hundreds of care facilities, including freestanding emergency rooms, surgery centers, diagnostic facilities and physician practices throughout the State, HCA Healthcare West Florida has more than 15,000 individuals and 5,000 physicians on staff.

Lansdowne Partners Group, LLC, a Florida limited liability company (as previously defined, the "Master Developer"), an affiliated entity with Neal Land & Neighborhoods and Neal Communities, will act in the capacity as the developer to develop certain master infrastructure within the Village Center Assessment Area.

Certain members of the Master Developer and the Landowner are affiliated with Neal Communities, which was originally incorporated in 1995. In 2009, it was re-organized as a limited liability company. Mr. Patrick Neal, who owns 100% of the interests in Neal Communities has been active in development since 1971. Over the past five (5) decades, Neal Communities and its affiliates have provided Florida families with more than 18,000 homes and have received numerous local, regional and national awards including several prestigious National Best in American Living Awards. Neal Communities carefully selects the locations to build their homes and focuses on environmental preservation efforts. In 2012, Neal Communities was named one of America's Best Builders by Builder Magazine. In 2015, Professional Builder Magazine named Neal Communities its Builder of the Year.

Affiliated entities of Neal Communities are currently developing and constructing homes within numerous residential communities in Manatee and Sarasota Counties known as Silverleaf, Indigo, Laurel Road, Poinciana, Canoe Creek, River Wind, Boca Royale, Country Club, Cielo, Grand Palm, King's Gate, Riverfield, Vicenza, North River Ranch, Strazerra, Windward at Lakewood Ranch and Aria. Neal Communities also has developments in Lee and Collier Counties. Neal Communities maintains a website at www.nealcommunities.com.

Neal Communities and its affiliates have established multiple community development districts for certain of the master-planned communities that have or are currently being developed by such entities. Such community development districts include Lakes of Sarasota Community Development District, Lakes of Sarasota Community Development District 2, Hyde Park Community Development District 1, Laurel Road Community Development District, Blackburn Creek Community Development District, Silverleaf Community Development District, Forest Creek Community Development District Windward at Lakewood Ranch Community Development District and Water's Edge Community Development District. Further, the Lakewood Ranch Stewardship District has issued bonds secured by special assessments levied on certain lands within Lakewood Ranch including the Indigo and Belleisle communities that have been developed by affiliates of Neal Communities.

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds secured by special assessments issued by a public authority or governmental body in the State. Certain of these risks are described in the section above entitled "ENFORCEMENT OF ASSESSMENT COLLECTIONS." However, certain additional risks are associated with the Series 2022 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2022 Bonds and prospective purchasers are advised to read this Limited Offering Memorandum including all appendices hereto in its entirety to identify investment considerations relating to the Series 2022 Bonds.

Limited Pledge

The principal security for the payment of Debt Service on the Series 2022 Bonds is the timely collection of the Series 2022 Assessments. The Series 2022 Assessments do not constitute a personal indebtedness of the owners of the land subject thereto but are secured by a lien on such land.  There is no assurance that the Landowner or any subsequent

landowner will be able to pay the Series 2022 Assessments or that they will pay such Series 2022 Assessments even though financially able to do so. Neither the Landowner nor any subsequent landowner is a guarantor of payment of any Series 2022 Assessment and the recourse for the failure of the Landowner or any subsequent landowner to pay the Series 2022 Assessments is limited to the collection proceedings against the land. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein. The District has not granted, and may not grant under State law, a mortgage or security interest in the Series 2022 Project. Furthermore, the District has not pledged the revenues, if any, from the operation of the Series 2022 Project as security for, or a source of payment of, the Series 2022 Bonds. The Series 2022 Bonds are payable solely from, and secured solely by, the Series 2022 Trust Estate, including the Series 2022 Assessments. The failure of the Landowner or any subsequent landowner to pay the required Series 2022 Assessment on its property will not result in an increase in the amount of Series 2022 Assessments other landowners are or would be required to pay.

Concentration of Land Ownership and Bankruptcy Risks

Until further development takes place in the Village Center Assessment Area, payment of the Series 2022 Assessments is substantially dependent upon their timely payment by the Landowner. In the event of the institution of bankruptcy or similar proceedings with respect to the Landowner or any other subsequent significant owner of property subject to the Series 2022 Assessments, delays and impairment could occur in the payment of Debt Service on the Series 2022 Bonds as such bankruptcy could negatively impact the ability of (a) the Landowner or any other landowner being able to pay the Series 2022 Assessments, (b) the County to sell tax certificates in relation to such property with respect to the Series 2022 Assessments being collected pursuant to the Uniform Method, and
(c) the District's ability to enforce collection with respect to the Series 2022 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2022 Bonds, the Trustee and the District upon an Event of Default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including during a bankruptcy of the Landowner or any other landowner, the remedies specified by federal, State and local law and in the Indenture and the Series 2022 Bonds, including, without limitation, enforcement of the obligation to pay Series 2022 Assessments and the ability of the District to foreclose the lien of the Series 2022 Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2022 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 available remedies respecting the Series 2022 Bonds could have a material adverse impact on the interest of the Owners thereof.

Delay and Discretion Regarding Remedies

Beyond legal delays that could result from bankruptcy, the ability of the County to sell tax certificates in regard to delinquent Series 2022 Assessments collected pursuant to the Uniform Method will be dependent upon various factors, including the interest rate which can be earned by ownership of such certificates and the value of the land which is the subject

of such certificates and which may be subject to sale at the demand of the certificate holder after two (2) years. Similarly, the ability of the District to enforce collection of delinquent Series 2022 Assessments collected directly by the District will be dependent upon various factors, including the delay inherent in any judicial proceeding to enforce the lien of the Series 2022 Assessments and the value of the land which is the subject of such proceedings and which may be subject to sale. If the District should commence a foreclosure action against a landowner for nonpayment of Series 2022 Assessments which are not being collected pursuant to the Uniform Method and that are delinquent, such landowners may raise affirmative defenses to such foreclosure action, which although such affirmative defenses would likely be proven to be without merit, could result in delays in completing the foreclosure action.

Limitation on Funds Available to Exercise Remedies

In the event of a default by a landowner in payment of Series 2022 Assessments that are not collected pursuant to the Uniform Method, the District is required under the Indenture to fund the costs of foreclosure of such delinquent Series 2022 Assessments. It is possible that the District will not have sufficient funds and will be compelled to request the Owners of the Series 2022 Bonds to allow funds on deposit under the Indenture to be used to pay such costs. Under the Internal Revenue Code of 1986, as amended (the "Code"), there are limitations on the amount of Series 2022 Bond proceeds that can be used for such purpose. As a result, there may be insufficient funds for the exercise of remedies.

Determination of Land Value upon Default

The assessment of the benefits to be received by the benefited land within the Village Center Assessment Area as a result of implementation and development of the Series 2022 Project is not indicative of the realizable or market value of the land, which value may actually be higher or lower than the assessment of benefits. In other words, the value of the land could potentially be ultimately less than the debt secured by the Series 2022 Assessments associated with it. To the extent that the realizable or market value of the land benefited by the Series 2022 Project is lower than the assessment of benefits, the ability of the Tax Collector to sell tax certificates relating to such land, or the District to realize sufficient value from a foreclosure action, may be adversely affected. Such adverse effect could render the District unable to collect delinquent Series 2022 Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of Debt Service on the Series 2022 Bonds.

Landowner Challenge of Assessed Valuation

Under State 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 2022 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 2022 Assessment, even if the landowner is not contesting the amount of the Series 2022 Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem assessments and at least seventy- five percent (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.

Failure to Comply with Assessment Proceedings

The District is required to comply with statutory procedures in levying the Series 2022 Assessments. Failure of the District to follow these procedures could result in the Series 2022 Assessments not being levied or potential future challenges to such levy. As of the date hereof, the Assessment Proceedings with respect to the imposition and levy of the Series 2022 Assessments are not complete. It will be a condition to closing on the Series 2022 Bonds that such Assessment Proceedings be completed prior to the issuance of the Series 2022 Bonds.

Other Taxes and Assessments

The willingness and/or ability of a landowner within the Village Center Assessment Area to pay the Series 2022 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the Village Center Assessment Area, such as the County, the Manatee County School District and other special districts could, without the consent of the owners of the land within the Village Center Assessment Area, impose additional taxes or assessments on the property within the Village Center Assessment Area. County, municipal, school and special district taxes and assessments, including the Series 2022 Assessments, and any additional voter- approved ad valorem taxes, are payable at the same time when collected pursuant to the Uniform Method, except for partial payment schedules as may be provided by 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, such taxpayer cannot designate specific line items on the tax bill as deemed paid in full. Therefore, any failure by a landowner to pay any one line item, whether or not it is the Series 2022 Assessments, would result in such landowner's Series 2022 Assessments to not be fully collected, which could have a significant adverse impact on the District's ability to make full or punctual payment of Debt Service on the Series 2022 Bonds.

As referenced herein, the Series 2022 Assessments are levied on lands within the Village Center Assessment Area that are also subject to O&M Assessments. See "THE DEVELOPMENT – Fees and Assessments" herein.

Limited Secondary Market

The Series 2022 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2022 Bonds in the event an Owner thereof determines to solicit purchasers of the Series 2022 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2022 Bonds may be sold. Such price may be lower than that paid by the current Owners of the

Series 2022 Bonds, depending on the progress of the Village Center Assessment Area, existing market conditions and other factors.

Inadequacy of Series 2022 Reserve Account

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2022 Assessments or a failure to collect the Series 2022 Assessments, but may not affect the timely payment of Debt Service on the Series 2022 Bonds because of the Series 2022 Reserve Account established by the District for the Series 2022 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2022 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2022 Assessments, the Series 2022 Reserve Account could be rapidly depleted and the ability of the District to pay Debt Service on the Series 2022 Bonds could be materially adversely affected. Owners should note that although the Indenture contains the Series 2022 Reserve Account Requirement for the Series 2022 Reserve Account, and a corresponding obligation on the part of the District to replenish the Series 2022 Reserve Account to the Series 2022 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the Series 2022 Reserve Account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2022 Assessments in order to provide for the replenishment of the Series 2022 Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS – No Parity Bonds; Limitation on Parity Assessments" herein.

Moneys on deposit in the Series 2022 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 available in the Series 2022 Reserve Account to make up deficiencies or delays in collection of Series 2022 Assessments.

Regulatory and Environmental Risks

The Village Center Assessment Area 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 Village Center Assessment Area. See "THE DEVELOPMENT – Land Use/Permitting" herein.

The value of the land within the Village Center Assessment Area, the ability to complete the Village Center CIP or the Series 2022 Project, and the likelihood of timely payment of Debt Service on the Series 2022 Bonds could be affected by environmental factors with respect to the lands in the Village Center Assessment Area, such as contamination by hazardous materials. 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 Village Center Assessment Area or from surrounding property, and what effect such may have on the development of the lands within the Village

Center Assessment Area. 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 Village Center Assessment Area. See "THE DEVELOPMENT – Environmental" herein.

Economic Conditions

The development of the Village Center Assessment Area may be affected by changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Master Developer, the Landowner or the District. Although the Village Center Assessment Area is anticipated to be developed as described herein, there can be no assurance that such development will occur or be realized in the manner or schedule currently anticipated.

Cybersecurity

The District relies on a technological environment to conduct its operations. The District, its agents and other third parties the District does business with or otherwise relies upon are subject to cyber threats including, but not limited to, hacking, viruses, malware and other attacks on computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain unauthorized access to such parties' digital systems for the purposes of misappropriating assets or information or causing operational disruption and damage. No assurance can be given that any such attack(s) will not materially impact the operations or finances of the District, which could impact the timely payment of Debt Service on the Series 2022 Bonds.

Infectious Viruses and/or Diseases

A novel coronavirus outbreak first identified in 2019 is causing coronavirus disease 2019 ("COVID-19"), which was characterized by the World Health Organization on March 11, 2020, as a pandemic. Responses to COVID-19 have varied at the local, state and national levels. On March 13, 2020, then President Trump declared a national emergency in response to COVID-19. Both prior and subsequent to the President's declaration, a variety of federal agencies, along with state and local governments, implemented efforts designed to limit the spread of COVID-19. Since the pandemic declaration, COVID-19 has negatively affected travel, commerce, and financial markets globally, and is widely expected to continue to negatively affect economic growth and financial markets worldwide, including within the State. How long this negative impact will last cannot be determined at this time. However, these negative impacts could reduce property values, slow or cease development and sales within the District and/or otherwise have a negative financial impact on the Master Developer, the Landowner or subsequent landowners. While the foregoing describes certain risks related to the current outbreak of COVID-19, the same risks may be associated with any contagious epidemic, pandemic or disease.

Damage to District from Natural Disasters

The value of the lands subject to the Series 2022 Assessments could be adversely affected 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 Village Center Assessment Area, such catastrophic events could potentially render the lands within the Village Center Assessment Area unable to support the construction of the Village Center CIP or the Series 2022 Project. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2022 Assessments and pay Debt Service on the Series 2022 Bonds. The Series 2022 Bonds are not insured and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Change in Development Plans

The Master Developer has the right to modify or change plans for development of certain property within 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.

Completion of Series 2022 Project

The Series 2022 Bond proceeds will not be sufficient to finance the completion of the Series 2022 Project. The portions of the Series 2022 Project not funded with proceeds of the Series 2022 Bonds are expected to be funded with contributions from the Master Developer. There is no assurance that the Master Developer will be able to pay for the cost of any of these improvements. Upon issuance of the Series 2022 Bonds, the Master Developer will enter into the Completion Agreement with respect to any portions of the Series 2022 Project not funded with the proceeds of the Series 2022 Bonds. Such obligation of the Master Developer is an unsecured obligation. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS – Completion Agreement" herein.

Undeveloped or partially developed land is inherently less valuable than developed land and provides less security to the Owners of the Series 2022 Bonds should it be necessary to institute proceedings due to the nonpayment of the Series 2022 Assessments. Failure to complete or substantial delays in the completion of the Village Center CIP or the Series 2022 Project due to litigation or other causes may reduce the value of the lands in the Village Center Assessment Area and increase the length of time during which Series 2022 Assessments will be payable from undeveloped property and may affect the willingness and ability of the landowners to pay the Series 2022 Assessments when due and likewise the ability of the District to make full or punctual payment of Debt Service on the Series 2022 Bonds.

District May Not be Able to Obtain Permits

In connection with a foreclosure of lien of assessments prior to completion of a development, the Circuit Court in and for Lake County, Florida concluded that a community development district had no right, title or interest in any permits and approvals owned by the owner of the parcels so foreclosed. As discussed herein, the District and the Master Developer will enter into the Collateral Assignment Agreement upon issuance of the Series 2022 Bonds in which the Master Developer collaterally assigns to the District certain of its Development and Contract Rights relating to the Village Center Assessment Area.

Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2022 Assessments to enforce payment thereof, the District may not have the right, title or interest in the permits and approvals owned by the Master Developer and failure to obtain any such permits or approvals in a timely manner could delay or adversely affect the completion of the Village Center Assessment Area. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2022 BONDS – Agreement for
Assignment of Development Rights" herein.

Interest Rate Risk; No Rate Adjustment for Taxability

The interest rates borne by the Series 2022 Bonds are, in general, higher than interest rates borne by other bonds of political subdivisions that do not involve the same degree of risk as investment in the Series 2022 Bonds. These higher interest rates are intended to compensate investors in the Series 2022 Bonds for the risk inherent in the purchase of the Series 2022 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2022 Assessments that the District must levy in order to provide for payment of Debt Service on the Series 2022 Bonds and, in turn, may increase the burden of landowners within the Village Center Assessment Area, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2022 Assessments.

The Indenture does not contain an adjustment of the interest rates on the Series 2022 Bonds in the event of a determination of taxability of the interest thereon. Such a change could occur as a result of the District's failure to comply with tax covenants contained in the Indenture or the Tax Certificate executed by the District upon issuance of the Series 2022 Bonds or due to a change in the United States income tax laws. Should interest on the Series 2022 Bonds become includable in gross income for federal income tax purposes, Owners of the Series 2022 Bonds will be required to pay income taxes on the interest received on such Series 2022 Bonds and related penalties. Because the interest rates on such Series 2022 Bonds will not be adequate to compensate Owners of the Series 2022 Bonds for the income taxes due on such interest, the value of the Series 2022 Bonds may decline. Prospective purchasers of the Series 2022 Bonds should evaluate whether they can own the Series 2022 Bonds in the event that the interest on the Series 2022 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.

IRS Examination and Audit Risk

The Internal Revenue Service (the "IRS") routinely examines bonds issued by state and local governments, including bonds issued by special districts. In 2016, the IRS concluded its lengthy examination of certain issues of bonds (for purposes of this paragraph, the "Audited Bonds") issued by Village Center Community Development District ("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 governmental 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 was 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 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 Village Center CDD with respect to this second set of Audited Bonds noted that the IRS found that 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 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 or special districts raising issues similar to the issues raised in the case of the Audited Bonds based on the analysis set forth in the first TAM or on the related concerns addressed in the July 14, 2016 letter to Village Center CDD.

On February 23, 2016, the IRS issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provided guidance as to the definition of a political subdivision for purposes of the rules for tax-exempt bonds. However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump, the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that (a) impose an undue financial burden on U.S. taxpayers, (b) add undue complexity to the federal tax laws, or (c) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that the Treasury Department and the IRS believed that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that the Treasury Department and the IRS would continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future. Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Village Center CDD and the TAMs may continue to be applicable in the absence of further guidance from the IRS.

It has been reported that the IRS has closed audits of other special districts in the State with no change to such districts' bonds' tax-exempt status but has advised such districts that such districts must have public electors within the timeframe established by applicable State law or their bonds may be determined to be taxable retroactive to the date of issuance. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all members of the Board were elected by the landowners within the District and none were elected by qualified electors. See "THE DISTRICT – Governance" herein. Although it is impossible to predict whether the IRS will select the Series 2022 Bonds for audit, 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 2022 Bonds are advised that, if the IRS does audit the Series 2022 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 2022 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 2022 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 2022 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 2022 Bonds would adversely affect the availability of any secondary market for the Series 2022 Bonds. Should interest on the Series 2022 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2022 Bonds be required to pay income taxes on the interest received on such Series 2022 Bonds and related penalties, but because the interest rates on such Series 2022 Bonds will not be adequate to compensate Owners of the Series 2022 Bonds for the income taxes due on such interest, the value of the Series 2022 Bonds may decline. See also "TAX MATTERS" herein.

Legislative Proposals and State 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 2022 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 2022 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 2022 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2022 Bonds. For example, in connection with federal deficit reduction, job creation and tax law reform efforts, proposals have been made and others are likely to be made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Series 2022 Bonds. There can be no assurance that any such legislation or proposal will be enacted, and if enacted, what form it may take. The introduction or enactment of any such legislative proposals may affect, perhaps significantly, the market price for or marketability of the Series 2022 Bonds.

It is impossible to predict what new proposals may be presented regarding ad valorem tax reform and/or special districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. 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 2022 Bonds. It should be noted that Section 6(10)(p) 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 or other obligations and that it will not in any way impair the rights or remedies of such holders."

Loss of Exemption from Securities Registration

Since the Series 2022 Bonds have not been, and will not be, registered under the Securities Act or any state securities laws, pursuant to the exemption for political subdivisions, and regardless of any potential IRS determination that the District is not a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could independently determine that the District is not a political subdivision for purposes of federal and state securities laws. Accordingly, the District and purchasers of the Series 2022 Bonds may not be able to rely on the exemption from registration relating to securities issued by political subdivisions. In that event, the Owners of the Series 2022 Bonds would need to ensure that subsequent transfers of the Series 2022 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act.

Prepayment and Redemption Risk

The Series 2022 Bonds are subject to extraordinary mandatory redemption as a result of Prepayments of the Series 2022 Assessments by the Landowner or subsequent owners of property within the Village Center Assessment Area. Any such redemptions of the Series 2022 Bonds would be at the principal amount of such Series 2022 Bonds being redeemed plus accrued interest to the date of redemption. In such event, Owners of the Series 2022 Bonds may not realize their anticipated rate of return on the Series 2022 Bonds and Owners of any Premium Bonds (hereinafter defined) may receive less than the price they paid for the Series 2022 Bonds. See "DESCRIPTION OF THE SERIES 2022 BONDS – Redemption Provisions" herein.

Performance of District Professionals

The District has represented to the Underwriter that it has selected its District Manager, District Counsel, Consulting Engineer, Assessment Consultant, Financial Advisor (hereinafter defined), Trustee and other professionals with the appropriate due diligence and care. While the foregoing professionals have each represented that they have the respective requisite experience to accurately and timely perform the duties assigned to them in such roles, the District does not guarantee the performance of such professionals.

No Credit Enhancement or Rating

No application for credit enhancement or a rating on the Series 2022 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the Series 2022 Bonds had application been made.

Mortgage Default and FDIC

In the event a bank forecloses on property in the Village Center Assessment Area because of a default on a mortgage with respect thereto 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 2022 Assessments. In addition, the District would be required to obtain the consent of the FDIC prior to commencing a foreclosure action on such property for failure to pay Series 2022 Assessments.

ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Proceeds from the issuance and delivery of the Series 2022 Bonds are expected to be applied as follows:

Sources of Funds
Par Amount of Series 2022 Bonds
Less/Plus Original Issue Discount/Premium

Total Sources

Uses of Funds
Deposit to Series 2022 Restricted Acquisition and Construction Account Deposit to Series 2022 Reserve Account
Deposit to Series 2022 Capitalized Interest Account(1) Deposit to Series 2022 Costs of Issuance Account(2) Underwriter's Discount
Total Uses

(1)	Represents capitalized interest on the Series 2022 Bonds through November 1, 2023.
(2)	Costs of issuance include, without limitation, legal fees and other costs associated with the issuance of the Series 2022 Bonds.

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DEBT SERVICE REQUIREMENTS
The following table sets forth the scheduled Debt Service on the Series 2022 Bonds: Period Ending
November 1st	Principal	Interest	Total Debt Service

Total		 	 	

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TAX MATTERS

General

The Code establishes certain requirements which must be met subsequent to the issuance of the Series 2022 Bonds in order that interest on the Series 2022 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2022 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2022 Bonds, regardless of the date on which such non-compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Series 2022 Bonds and the other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. The District has covenanted in the Indenture with respect to the Series 2022 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2022 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2022 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2022 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax; however, for tax years beginning after December 31, 2022, interest on the Series 2022 Bonds may be included in the "adjusted financial statement income" of certain "applicable corporations" that are subject to the 15-percent alternative minimum tax under Section 55 of the Code.

Except as described above, Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2022 Bonds. Prospective purchasers of Series 2022 Bonds should be aware that the ownership of Series 2022 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2022 Bonds; (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by fifteen percent (15%) of certain items, including interest on Series 2022 Bonds; (iii) the inclusion of interest on Series 2022 Bonds in earnings of certain foreign corporations doing business in the United States for purposes of the branch profits tax; (iv) the inclusion of interest on Series 2022 Bonds in passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year; and (v) the inclusion of interest on Series 2022 Bonds in "modified adjusted gross income" by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such benefits are included in gross income for federal income tax purposes.

As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations and covenants made on behalf of the District, certificates of appropriate officers and certificates of public officials (including certifications as to the use of proceeds of the Series 2022 Bonds and of the property financed or refinanced thereby), without undertaking to verify the same by independent investigation.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2022 BONDS AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDOWNERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDOWNERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

Information Reporting and Backup Withholding

Interest paid on tax-exempt bonds such as the Series 2022 Bonds is subject to information reporting to the Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of interest on the Series 2022 Bonds from gross income for federal income tax purposes. However, in conjunction with that information reporting requirement, the Code subjects certain non-corporate owners of Series 2022 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the Series 2022 Bonds and proceeds from the sale of Series 2022 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2022 Bonds. This withholding generally applies if the owner of Series 2022 Bonds (i) fails to furnish the payor such owner's social security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Prospective purchasers of the Series 2022 Bonds may also wish to consult with their tax advisors with respect to the need to furnish certain taxpayer information in order to avoid backup withholding.

Other Tax Matters Relating to the Series 2022 Bonds

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 2022 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 2022 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 2022 Bonds and their market value. No assurance can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the Series 2022 Bonds.

Prospective purchasers of the Series 2022 Bonds should consult their own tax advisors as to the tax consequences of owning the Series 2022 Bonds in their particular state or local jurisdiction and regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

On February 22, 2016, the Internal Revenue Service (the "IRS") issued a notice of proposed rulemaking containing proposed regulations (the "Proposed Regulations") that provide guidance as to the definition of a political subdivision for purposes of the rules for

tax-exempt bonds. If adopted, the Proposed Regulations would have affected certain State and local governments that issue tax-exempt bonds, including community development districts such as the District. However, on July 24, 2017, in response to Executive Order 13789 issued by President Trump (the "Executive Order"), the Secretary of the Treasury (the "Secretary") identified the Proposed Regulations among a list of eight regulations that (i) impose an undue financial burden on U.S. taxpayers, (ii) add undue complexity to the federal tax laws, or (iii) exceed the statutory authority of the IRS. On October 2, 2017, in his Second Report to the President on Identifying and Reducing Tax Regulatory Burdens, the Secretary reported that Treasury and the IRS believe that the Proposed Regulations should be withdrawn in their entirety, and the Treasury Department and the IRS withdrew the Proposed Regulations on October 20, 2017. The Secretary further provided that Treasury and the IRS will continue to study the legal issues relating to political subdivisions and may propose more targeted guidance in the future.

Because the Proposed Regulations have been withdrawn, it is not possible to determine the extent to which all or a portion of the discussion herein regarding the Villages and the Villages TAM (each as defined below) may continue to be applicable in the absence of further guidance from the IRS. Bond Counsel will render its opinion regarding the exclusion from gross income of interest on the Series 2022 Bonds as described below.

On May 30, 2013, the IRS delivered to Village Center CDD, a Florida special district established under Chapter 190, Florida Statutes, a private ruling, called a technical advice memorandum (the "Villages TAM"), in connection with the examination by the IRS of bonds issued by the Village Center CDD (the "Audited Bonds"). The Villages TAM concluded that, despite having certain eminent domain powers, the Village Center CDD is not a political subdivision permitted to issue tax-exempt bonds based on a number of facts including that its governing board is elected by a small group of landowners, and that it "was organized and operated to perpetuate private control and avoid indefinitely responsibility to a public electorate, either directly or through another elected state or local governmental body."

The Villages TAM, as a private, non-precedential, ruling, binds only the IRS and the Village Center CDD, and only in connection with the Audited Bonds. Moreover, the cited legal basis for the Villages TAM is extremely limited, and, therefore, the value of the Villages TAM as guidance is also limited. Nonetheless, the breadth and force of the language used in the Villages TAM may reflect the disfavor of the IRS toward governmental entities with governing boards elected by landowners, and this position may lead the enforcement branch of the IRS to select bonds of other issuers with landowner-controlled boards for examination.

In July 2016, the IRS closed the examination of the Audited Bonds with no change to their tax-exempt status. Although the audit was closed with no adverse impact on the Audited Bonds, the IRS's motivations and rationale for closing the examination are unknown. The Village Center CDD refunded the Audited Bonds with taxable bonds in 2014.

Like the board of the Village Center CDD, the Board of Supervisors of the District is necessarily elected by the landowners in the District since there are not yet enough qualified electors residing in the District to transition the Board of Supervisors to a resident-elected Board of Supervisors. The Act, which contains the uniform statutory charter for all community development districts and by which the District is governed, delegates to the District certain traditional sovereign powers including, but not limited to, eminent domain,

ad valorem taxation and regulatory authority over rates, fees and charges for district facilities. On the basis of the Act and certain representations by the District forming a part of the District's tax certificate as to its reasonable expectations of transition to a resident- elected Board of Supervisors, it does not appear from the facts and circumstances that the District was organized to avoid indefinitely responsibility to a public electorate. On the basis of the foregoing and other factors, Bond Counsel has concluded that under current law the District is a political subdivision for purposes of Section 103 of the Code, notwithstanding that its Board of Supervisors is temporarily elected by landowners. Bond counsel intends to deliver its unqualified approving opinion in the form attached hereto as "APPENDIX D – FORM OF OPINION OF BOND COUNSEL."

The release of the Villages TAM may cause an increased risk of examination of the Series 2022 Bonds. Owners of the Series 2022 Bonds are advised that if the IRS does audit the Series 2022 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 2022 Bonds may have limited rights to participate in such procedure. The Indenture does not provide for any adjustment to the interest rates borne by the Series 2022 Bonds in the event of a change in the tax-exempt status of the Series 2022 Bonds. The commencement of an audit or an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2022 Bonds could adversely impact both liquidity and pricing of the Series 2022 Bonds in the secondary market.

Tax Treatment of Original Issue Discount

Under the Code, the difference between the maturity amount of the Series 2022 Bonds maturing on 	 1, 20  through and including 	 1, 20  (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 the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is "original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. 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. Bondowners 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 Bond.

Tax Treatment of Bond Premium

The difference between the principal amount of the Series 2022 Bonds maturing on
	 (collectively, the "Premium 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 Premium Bonds of the same maturity, and, if applicable, interest rate, was sold constitutes to an initial purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax advisors with respect to the state and local tax consequences of owning such Premium Bonds.

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. The District is not and has not ever been in default as to principal and interest on its bonds or other debt obligations.

VALIDATION

The Series 2022 Bonds are a portion of the Bonds that were validated by an Order Adopting and Approving Magistrate's Report and Recommended Final Judgment of the Circuit Court of the Twelfth Judicial Circuit of the State of Florida, in and for Manatee County, Florida on October 14, 2021. The period during which an appeal can be taken has expired with no appeal being taken.

LITIGATION

District

There is no pending or, to the knowledge of the District, any threatened litigation against the District of any nature whatsoever which in any way questions or affects the validity of the Series 2022 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indenture. Neither the creation, organization nor existence of the District, nor the title of the present members of the Board has been challenged.

From time to time, the District expects to experience routine litigation and claims incidental to the conduct of its affairs. In the opinion of District Counsel, there are no actions presently pending or threatened, the adverse outcome of which would have a material

adverse effect on the availability of the Series 2022 Trust Estate or the ability of the District to pay the Series 2022 Bonds from the Series 2022 Trust Estate.

Master Developer

In connection with the issuance of the Series 2022 Bonds, the Master Developer will represent to the District that there is no litigation of any nature now pending or, to the knowledge of the Master Developer, threatened, which could reasonably be expected to have a material and adverse effect upon the ability of the Master Developer to complete the Village Center Assessment Area as described herein or materially and adversely affect the ability of the Master Developer to perform its obligations described in this Limited Offering Memorandum.

Landowner

In connection with the issuance of the Series 2022 Bonds, the Landowner will represent to the District 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 ability of the Landowner to perform its obligations described in this Limited Offering Memorandum.

CONTINUING DISCLOSURE

General

In order to comply with the continuing disclosure requirements of Rule 15c2-12(b)(5) of the SEC (the "Rule"), the District, the Master Developer and the Landowner (collectively, the "Master Developer/Landowner") and PFM Group Consulting LLC, as dissemination agent (the "Dissemination Agent") will enter into a Continuing Disclosure Agreement (the "Disclosure Agreement"), the form of which is attached hereto as APPENDIX E. Pursuant to the Disclosure Agreement, the District and the Master Developer/Landowner have each covenanted for the benefit of the Owners of the Series 2022 Bonds to provide to the Dissemination Agent certain financial information and operating data relating to the District, the Village Center Assessment Area and the Series 2022 Bonds (the "Reports"), and to provide notices of the occurrence of certain enumerated material events. Such covenants by the District and the Master Developer/Landowner shall only apply so long as the Series 2022 Bonds remain Outstanding under the Indenture or so long as the District or the Master Developer/Landowner remains an "obligated person" pursuant to the Rule.

The Reports will be filed by the Dissemination Agent with the Municipal Securities Rulemaking Board's Electronic Municipal Markets Access ("EMMA") repository described in the form of the Disclosure Agreement attached hereto as APPENDIX E. The notices of material events will also be filed by the Dissemination Agent with EMMA. The specific nature of the information to be contained in the Reports and the notices of material events are described in APPENDIX E. The Disclosure Agreement will be executed at the time of issuance of the Series 2022 Bonds. With respect to the Series 2022 Bonds, no parties other than the District and the Master Developer/Landowner are obligated to provide, nor are expected to provide, any continuing disclosure information with respect to the Rule. The

foregoing covenants have been made in order to assist the Underwriter in complying with the Rule.

District Continuing Compliance

As a result of the Merger, the District became a party to the continuing disclosure undertakings entered into with respect to the Prior Bonds (the "Prior Undertakings"). A review of filings made pursuant to the Prior Undertakings indicates that the District has not materially failed to comply with the Prior Undertakings to date.

Master Developer Continuing Compliance

In connection with the issuance by North River Ranch CDD of the 2020A NRR Bonds, the Master Developer entered into a continuing disclosure undertaking as an obligated person (the "NRR Undertaking"). A review of filings made pursuant to the NRR Undertaking indicates that the Master Developer failed to timely file the quarterly report for the quarter ended June 30, 2022. A failure to file notice was filed and the quarterly report was filed on September 9, 2022. Other than as set forth above, the Master Developer has not materially failed to comply with its requirements under the NRR Undertaking. Additionally, in connection with the issuance by Fieldstone CDD of the 2021B Fieldstone Phase 1 Bonds, the Master Developer entered into a continuing disclosure undertaking as an obligated person (the "Fieldstone Undertaking"). A review of filings made pursuant to the Fieldstone Undertaking indicates that the Master Developer failed to timely file the quarterly report for the quarter ended June 30, 2022. A failure to file notice was filed and the quarterly report was filed on September 9, 2022. Other than as set forth above, the Master Developer has not materially failed to comply with its requirements under the Fieldstone Undertaking.

Landowner Continuing Compliance

None of the entities constituting the Landowner has previously entered into any continuing disclosure undertakings as an obligated person during the past five (5) years.

UNDERWRITING

The Underwriter has agreed, pursuant to a contract entered into with the District, subject to certain conditions, to purchase the Series 2022 Bonds from the District at a purchase price of $	 (representing the par amount of the Series 2022 Bonds of
$	, less an Underwriter's discount of $	 and plus/less an original issue premium/discount of $	). See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS" herein. The Underwriter's obligations are subject to certain conditions precedent, and the Underwriter will be obligated to purchase all of the Series 2022 Bonds if any are purchased.

The Underwriter intends to offer the Series 2022 Bonds at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Underwriter may offer and sell the Series 2022 Bonds to certain dealers (including dealers depositing the Series 2022 Bonds into investment trusts) at prices lower than the initial offering prices and such initial offering prices may be changed from time to time by the Underwriter.

LEGALITY FOR INVESTMENT

The Act provides that the Series 2022 Bonds constitute 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 shall be and constitute security which may be deposited by banks or trust companies as security for deposits of state, county, municipal, or other public funds, or by insurance companies as required or voluntary statutory deposits.

LEGAL MATTERS

The Series 2022 Bonds are offered for delivery when, as and if issued by the District and accepted by the Underwriter, subject to the receipt of the opinion of Bryant Miller Olive P.A., Orlando, Florida, Bond Counsel, as to the validity of the Series 2022 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, Kutak Rock LLP, Tallahassee, Florida, for the Master Developer and the Landowner by its counsel, Vogler Ashton, PLLC, Palmetto, Florida, for the Trustee by its counsel, Holland & Knight LLP, Miami, Florida, and for the Underwriter by its counsel, Nabors, Giblin & Nickerson, P.A., Tampa, Florida.

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

AGREEMENT BY THE STATE

Under the Act, the State pledges to the holders of any bonds issued thereunder, including the Series 2022 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 or to levy and collect the 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 or other obligations and that it will not in any way impair the rights or remedies of such holders.

FINANCIAL STATEMENTS

The general-purpose financial statements of the District for the Fiscal Year ended September 30, 2021, included in this Limited Offering Memorandum have been audited by Berger, Toombs, Elam, Gaines & Frank Certified Public Accountants, PL, independent certified public accountants, as stated in their report appearing in APPENDIX F. The consent of the District's auditor to include in this Limited Offering Memorandum the

aforementioned report was not requested, and the general-purpose financial statements of the District are provided as publicly available documents. The auditor was not requested to, nor did they, perform any procedures with respect to the preparation of this Limited Offering Memorandum or the information presented herein. The District has covenanted in the Disclosure Agreement attached hereto as APPENDIX E to provide its annual audit, commencing with the audit for the District Fiscal Year ended September 30, 2022, to certain information repositories as described therein. The Series 2022 Bonds are not general obligation bonds of the District and are payable solely from the Series 2022 Trust Estate. See "CONTINUING DISCLOSURE" herein.

EXPERTS AND CONSULTANTS

The references herein to Stantec Consulting Services Inc., as Consulting Engineer, have been approved by said firm. The Engineer's Report prepared by such firm has been included as composite APPENDIX A attached hereto in reliance upon such firm as an expert in engineering. References to and excerpts herein from such Engineer's Report do not purport to be adequate summaries of the Village Center CIP or the Series 2022 Project or complete in all respects. Such Engineer's Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein.

The references herein to PFM Financial Advisors LLC, as Assessment Consultant and financial advisor to the District (in such capacity, the "Financial Advisor"), have been approved by said firm. The Supplemental Assessment Report prepared by such firm has been included as part of composite APPENDIX B attached hereto in reliance upon such firm as an expert in developing assessment methodologies. References to and excerpts herein from such Supplemental Assessment Report do not purport to be adequate summaries of such Supplemental Assessment Report or complete in all respects. Such Supplemental Assessment Report is an integral part of this Limited Offering Memorandum and should be read in its entirety for complete information with respect to the subjects discussed therein.

DISCLOSURE OF MULTIPLE ROLES

Prospective Bondholders should note that (a) PFM Group Consulting LLC serves as both District Manager and Dissemination Agent, responsible for the administrative operations of the District and performance of certain duties under the Disclosure Agreement attached hereto as APPENDIX E, and (b) PFM Financial Advisors LLC serves as both Assessment Consultant and Financial Advisor, responsible for preparing the Supplemental Assessment Report and providing general financial advice to the District.

CONTINGENT AND OTHER FEES

The District has retained Bond Counsel, District Counsel, the Assessment Consultant, the Financial Advisor, 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 2022 Bonds. Except for the payment of fees to District Counsel and the Assessment Consultant, the payment of the fees of the other professionals retained by the District is each contingent upon the issuance of the Series 2022 Bonds.

NO CREDIT ENHANCEMENT OR RATING

No application for credit enhancement or a rating on the Series 2022 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the Series 2022 Bonds had application been made.

MISCELLANEOUS

Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the holders of the Series 2022 Bonds.

The information contained in this Limited Offering Memorandum has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of the date of this Limited Offering Memorandum, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. The Underwriter listed on the cover page hereof has reviewed the information in this Limited Offering Memorandum in accordance with and as part of its responsibility 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 expression of opinion herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the District, the Master Developer, the Landowner, the Village Center Assessment Area, or the Village Center CIP from the date hereof. However, certain parties to the transaction will, on the closing date of the Series 2022 Bonds, deliver certificates to the effect that nothing has come to their attention that would lead them to believe that applicable portions of this Limited Offering Memorandum contain an untrue statement of a material fact or omit to state a material fact that should be included herein for the purpose for which this Limited Offering Memorandum is intended to be used, or that is necessary to make the statements contained herein, in light of the circumstances under which they were made, not misleading and to the effect that from the date of this Limited Offering Memorandum to the date of closing of the Series 2022 Bonds that there has been no material adverse change in the information provided.

[Remainder of Page Intentionally Left Blank]

This Limited Offering Memorandum is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, as a whole or in part, for any other purpose. The appendices hereof are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all foregoing statements.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

By:		 Name: Pete Williams
Its:	Chairperson

APPENDIX A ENGINEER'S REPORT

APPENDIX B ASSESSMENT REPORT

APPENDIX C

FORMS OF MASTER INDENTURE AND SUPPLEMENTAL INDENTURE

APPENDIX D

FORM OF OPINION OF BOND COUNSEL

APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX F

AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2021

EXHIBIT D

FORM OF CONTINUING DISCLOSURE AGREEMENT

CONTINUING DISCLOSURE AGREEMENT

This CONTINUING DISCLOSURE AGREEMENT (the "Disclosure Agreement"), dated as of [Closing Date], is executed and delivered by NORTH RIVER RANCH IMPROVEMENT   STEWARDSHIP   DISTRICT   (the  "District"),  LANSDOWNE
PARTNERS GROUP, LLC, a Florida limited liability company, LASALLE HOLDING PARTNERS, LLC, a Florida limited liability company, WHK INVEST, LLC, a Florida limited liability company and UNIVERSITY PARK PARTNERS IV, LLC, a Florida limited liability company (collectively, the "Master Developer/Landowner"), and PFM GROUP CONSULTING LLC, a Delaware limited liability company (the "Dissemination Agent"), and joined in by the Disclosure Representative and the Trustee (each as hereinafter defined), in connection with the issuance by the District of its $[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Bonds"). The Bonds are being issued pursuant to a Master Trust Indenture, dated as of December 1, 2022 (the "Master Indenture"), as supplemented by a First Supplemental Trust Indenture, dated as of December 1, 2022 (together, the "Indenture"), each between the District and
U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises and other considerations contained herein, the District and the Master Developer/Landowner covenant and agree as follows:
Purpose of Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Master Developer/Landowner for the benefit of the Owners of the Bonds, from time to time, and to assist the Participating Underwriter (hereinafter defined) in complying with the applicable provisions of Rule 15c2-12(b)(5) promulgated by the Securities and Exchange Commission ("SEC") pursuant to the Securities Exchange Act of 1934, as amended from time to time (the "Rule"). The District and the Master Developer/Landowner understand and acknowledge that 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 or a governmental regulatory agency that the Rule requires the District or the Master Developer/Landowner to provide additional information, the District and the Master Developer/Landowner, as applicable, agree to promptly provide such additional information.

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

Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning ascribed in the Rule or, to the extent not in conflict with the Rule, in the Indenture. Capitalized terms used in this Disclosure Agreement unless otherwise defined herein shall have the following meanings:

"Annual Filing Date" shall mean the date set forth in Section 4(a) hereof by which the Annual Report is to be filed with the MSRB.

"Annual Financial Information" shall mean annual financial information as such term is used in paragraph (b)(5)(i)(A) of the Rule and specified in Section 3(a) hereof.

"Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 hereof.

"Assessments" shall mean the non-ad valorem special assessments pledged to the payment of the Bonds pursuant to the Indenture.

"Audited Financial Statements" shall mean the financial statements (if any) of the District for the applicable 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)(B) of the Rule and specified in Section 3(a) hereof.

"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 Bond for federal income tax purposes.

"Business Day" shall mean any day other than (a) a Saturday, Sunday or day on which banks located in the city in which the designated corporate trust office of the Trustee and Paying Agent 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 (a) as to the District, the District Manager or its designee, or such other person as the District shall appoint from time to time, with notice to the Dissemination Agent, as the person responsible for providing information to the Dissemination Agent, and (b) as to any entity other than the District while it is an Obligated Person, the individual 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.

"District Manager" shall mean the person or entity serving as District Manager from time to time. As of the date hereof, PFM Group Consulting LLC is the District Manager.

"EMMA" shall mean the Electronic Municipal Market Access system as described in 1934 Act Release No. 59062 and maintained by the MSRB for purposes of the Rule and accessible through its web portal located at http://emma.msrb.org.

"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 the Limited Offering Memorandum, dated [BPC Date], prepared in connection with the issuance of the Bonds.

"Listed Event" shall mean any of the events listed in Section 7(a) hereof. "MSRB" shall mean the Municipal Securities Rulemaking Board.

"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on the Bonds, other than providers of municipal bond insurance, letters of credit, or other liquidity facilities, which person(s) shall include the District and the Master Developer/Landowner or any other landowner in the District, while the Master Developer/Landowner or such other landowner is the owner of lands within the District responsible for payment of at least twenty percent (20%) of the Assessments.

"Owners" shall have the meaning ascribed thereto in the Indenture with respect to the Bonds and shall include Beneficial Owners of the Bonds.

"Participating Underwriter" shall mean MBS Capital Markets, LLC, in its capacity as the original underwriter of the Bonds required to comply with the Rule in connection with the offering of the Bonds.

"Quarterly Report" shall mean any Quarterly Report provided by the Master Developer/Landowner, its successors or assigns, or any other Obligated Person other than the District, as described in Sections 5 and 6 hereof.

"Repository" shall mean each entity authorized and approved by the SEC from time to time to act as a repository for purposes of complying with the Rule. The Repositories currently approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through EMMA.

"State" shall mean the State of Florida.

"Village Center Assessment Area" shall have the meaning ascribed to such term in the Limited Offering Memorandum.

Content of Annual Reports.

The Annual Report shall contain or incorporate by reference the following Annual Financial Information with respect to the District, which includes an update of the financial and operating data of the District to the extent presented in the Limited Offering
Memorandum:		
(i)	the amount of Assessments levied for the most recent prior Fiscal	
Year;		
(ii)	the amount of Assessments collected from property owners during the	
most recent prior Fiscal Year;

if available, the amount of delinquencies greater than 150 calendar days and, in the event that delinquencies amount to more than ten percent (10%) of the amount of Assessments due in any year, a list of delinquent property owners;

if available, the amount of tax certificates sold for lands within the District subject to the Assessments, if any, and the balance, if any, remaining for sale from the most recent prior Fiscal Year;

the balances in all Funds and Accounts for the Bonds. Upon written request, the District shall provide any Owners and/or the Dissemination Agent with this information more frequently than annually and, in such cases, within thirty (30) calendar days of the date of any written request from the Owners or the Dissemination Agent;

the total amount of Bonds Outstanding;

the amount of principal and interest due on the Bonds in the current Fiscal Year;

the most recent Audited Financial Statements of the District; provided if the Audited Financial Statements are not available at the time of the filing of the Annual Report, unaudited financial statements are required to be delivered as part of the Annual Report in a format similar to the Audited Financial Statements; and

any amendment or waiver of the provisions hereof as described in Section 11 hereof.

All information in the Annual Report shall be presented for the Fiscal Year the Annual Report represents. 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. Any or all of the items listed above may be incorporated by specific reference to documents available to the public on the MSRB website or filed with the SEC, including offering documents of debt issues of the District or related public entities, which have been submitted to the Repository. The District shall clearly identify any document incorporated by reference.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Provision of Annual Reports.

Subject to the following sentence, the District shall, or shall cause the Dissemination Agent, by May 1st after the close of each Fiscal Year (the "Annual Filing Date"), commencing with the Fiscal Year ended September 30, 2022, provide to any Repository in an electronic format as prescribed by such Repository an Annual Report which is consistent with the requirements of Section 3(a) hereof. 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 3(a) hereof; provided that the Audited Financial Statements may be submitted separately from the balance of the Annual Report, and may be submitted up to, but no later than, 270 days after the close of the Fiscal Year or consistent with State law as amended from time to time.  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 7(a). The Dissemination Agent shall immediately file the Annual Report and the Audited Financial Statements upon receipt from the District with any Repository.

If on the fifteenth (15th) calendar day prior to each Annual Filing Date the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Disclosure Representative of the District in writing (which may be by e-mail) to remind the District of its undertaking to provide the Annual Report pursuant to Section 4(a) above. Upon such reminder, the Disclosure Representative of the District, shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report in accordance with Section 4(a) above, or (ii) instruct the Dissemination Agent in writing that the District will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 7(a)(xv) has occurred and to send a notice in a timely manner to any Repository in electronic format as required by such Repository in substantially the form attached as Exhibit A hereto.

The Dissemination Agent shall:

determine each year prior to the date for providing the Annual Report the name, address and filing requirements of any Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the District certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.

Content of Quarterly Reports.

The Master Developer/Landowner, until its obligations hereunder have been terminated pursuant to Section 9 hereof, shall prepare a Quarterly Report no later than thirty (30) days after the end of each calendar quarter, commencing with the calendar quarter ending March 31, 2023; provided, however, that so long as the Master Developer/Landowner is a reporting company, such thirty (30) days shall be extended to the date of filing of its respective 10K or 10Q, if later, as the case may be (each, a "Quarterly Receipt Date").

Each Quarterly Report shall address the following information if such information is not otherwise provided pursuant to subsection (c) of this Section 5:

a description of the master infrastructure improvements needed for the Village Center Assessment Area that have been completed and that are currently under construction, including infrastructure financed by the Bonds;

the percentage of the infrastructure financed by the Bonds that has been completed;

a description of the product types and number of units/square feet/beds planned within the Village Center Assessment Area subject to the Assessments;

the number of units/square feet/beds sold (including under contract and closed) by the Master Developer/Landowner to developers/builders subject to the Assessments;

the number of units/square feet/beds sold (including under contract and closed) to end users subject to the Assessments;

the estimated date of complete build-out of the Village Center Assessment Area;

any bulk sale by the Master Developer/Landowner of the land subject to the Assessments other than as contemplated by the Limited Offering Memorandum;

the status of development approvals for the Village Center Assessment Area;

materially adverse changes or determinations to permits or approvals for the Village Center Assessment Area which necessitate changes to the Master Developer/Landowner's land use or other plans for the Village Center Assessment Area;

updated plan of finance of the Master Developer/Landowner (i.e., status of any credit enhancement, issuance of additional bonds to complete project, mortgage debt, etc.);

any event that would have a material adverse impact on the implementation of the development of the Village Center Assessment Area as described in the Limited Offering Memorandum or on the Master Developer/Landowner's ability to undertake the development of the Village Center Assessment Area as described in the Limited Offering Memorandum; and

any amendment or waiver of the provisions hereof pursuant to Section 11 hereof.

Any of the items listed in subsection (b) above may be incorporated by reference from other documents which have been submitted to each of the Repositories or the SEC. The Master Developer/Landowner shall clearly identify each other document so incorporated by reference.

If the Master Developer/Landowner sells, assigns or otherwise transfers ownership of real property in the Village Center Assessment Area subject to the Assessments to a third party, which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Master Developer/Landowner hereby agrees to require such third party to comply with the disclosure obligations of the Master Developer/Landowner hereunder for so long as such third party is an Obligated

Person hereunder, to the same extent as if such third party were a party to this Disclosure Agreement. The Master Developer/Landowner involved in such Transfer shall promptly notify the District and the Dissemination Agent in writing of the Transfer. For purposes of Sections 5, 6 and 9 hereof, the term "Master Developer/Landowner" shall be deemed to include each of the Master Developer/Landowner and any third party that becomes an Obligated Person hereunder as a result of a Transfer. In the event that the Master Developer/Landowner remains an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Master Developer/Landowner from its obligations hereunder.

Provision of Quarterly Reports.

The Master Developer/Landowner shall provide a Quarterly Report which contains the information in Section 5(b) hereof to the Dissemination Agent no later than the Quarterly Receipt Date for such Quarterly Report. Within thirty (30) days of the Quarterly Receipt Date, the Dissemination Agent shall file the Quarterly Report provided to it by the Master Developer/Landowner with each Repository (the "Quarterly Filing Date").

If on the seventh (7th) day prior to each Quarterly Receipt Date the Dissemination Agent has not received a copy of the Quarterly Report due on such Quarterly Receipt Date, the Dissemination Agent shall contact the Master Developer/Landowner in writing (which may be by e-mail) to remind the Master Developer/Landowner of its undertaking to provide the Quarterly Report pursuant to Sections 5 and 6 hereof. Upon such reminder, the Master Developer/Landowner shall either (i) provide the Dissemination Agent with an electronic copy of the Quarterly Report in accordance with Section 6(a) above, or (ii) instruct the Dissemination Agent in writing that the Master Developer/Landowner will not be able to file the Quarterly Report within the time required under this Disclosure Agreement and state the date by which such Quarterly Report will be provided.

If the Dissemination Agent has not received a Quarterly Report that contains, at a minimum, the information in Section 5(b) hereof by 12:00 noon on the first Business Day following each Quarterly Receipt Date, a Listed Event described in Section 7(a)(xv) shall have occurred and the District and the Master Developer/Landowner hereby direct the Dissemination Agent to send a notice to each Repository in substantially the form attached as Exhibit A hereto, with a copy to the District. The Dissemination Agent shall promptly file such notice following the applicable Quarterly Receipt Date.

The Dissemination Agent shall:

determine prior to each Quarterly Filing Date the name, address and filing requirements of each Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Master Developer/Landowner and the District certifying that the Quarterly Report has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing any Repository to which it was provided.

Reporting of Significant Events.

Pursuant to the provisions of this Section 7, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice with the Repository of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after the occurrence of the event, with the exception of the events described in items (xv) and (xvi) below, which notice shall be given
in a timely manner:	
(i)	principal and interest payment delinquencies on the Bonds;	
(ii)	non-payment related defaults, if material;	
(iii) difficulties;	unscheduled	draws	on	debt	service	reserves	reflecting	financial	
(iv) difficulties*;	unscheduled	draws	on	credit	enhancements	reflecting	financial	
(v) perform*;	substitution	of	credit	or liquidity providers,	or their	failure	to	
(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;

modifications to rights of Bond holders, if material;

bond calls, if material, and tender offers;

defeasances;

release, substitution, or sale of property securing repayment of the Bonds, if material;

ratings changes†;

bankruptcy, insolvency, receivership or similar event of any Obligated Person. For the purposes of event (xii), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an 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 Obligated Person or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the

* There is no credit enhancement for the Bonds as of the date hereof.
† The Bonds are not rated as of the date hereof.

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 Obligated Person;

appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

the consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the assets of an 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;

failure to provide any Annual Report or Quarterly Report as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Sections 3(a) or 5(b) hereof, respectively;

any amendment to the accounting principles to be followed by the District in preparing its financial statements;

incurrence of a financial obligation of the District 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 District or Obligated Person, any of which affect security holders, if material; and

default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the District or Obligated Person, any of which reflect financial difficulties.

For the purposes of (xvii) and (xviii) above, "financial obligation" means a (i) debt obligation, (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) guarantee of (i) or
(ii). The term financial obligation does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.

Each Obligated Person shall notify the District of the occurrence of a Listed Event described in Sections 7(a)(x), (xii), (xiv), (xv), (xvii) or (xviii) above as to such Obligated Person within five (5) Business Days after the occurrence of the Listed Event so as to enable the District to comply with its obligations under this Section 7.

Identifying Information.  In accordance with the Rule, all disclosure filings submitted pursuant to this Disclosure Agreement to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to:

the category of information being provided;

the period covered by any Annual Financial Information, financial statement or other financial information or operating data;

the issues or specific securities to which such documents are related (including CUSIP numbers, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate);

(d)	the name of any Obligated Person other than the District;	
(e)	the name and date of the document being submitted; and	
(f)	contact information for the submitter.	
9.	Termination 	of 	Disclosure 	Agreement.	The	District's	obligations	
hereunder shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds, so long as there is no remaining liability of the District, or if the Rule is repealed or no longer in effect. The Master Developer/Landowner's obligations hereunder shall terminate at the earlier of the legal defeasance, prior redemption or payment in full of all of the Bonds or such time as the Master Developer/Landowner is no longer an Obligated Person. If such termination occurs prior to the final maturity of the Bonds, the District and/or the Master Developer/Landowner shall give notice of such termination in the same manner as for a Listed Event under Section 7.

Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the District shall be the Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the District or the Master Developer/Landowner pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District, the Master Developer/Landowner and the Dissemination Agent may amend this Disclosure Agreement or any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:

if the amendment or waiver relates to the provisions of Sections 3(a), 4, 5, 6 or 7(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the District and/or the Master Developer/Landowner, or the type of business conducted; and

the Disclosure Agreement, as amended or taking into account such waiver, would, in the opinion of counsel to the District expert in federal securities laws, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances.

Notwithstanding the foregoing, the District, the Master Developer/Landowner and the Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the SEC from time to time.

In the event of any amendment or waiver of a provision of this Disclosure Agreement, the District and the Master Developer/Landowner, as applicable, shall describe such amendment in its next Annual Report or Quarterly Report, as applicable, 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 of accounting principles, on the presentation) of financial information or operating data being presented by the District or the Master Developer/Landowner, as applicable. In addition, if the amendment relates to the accounting principles to be followed by the District in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event, 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 11, the District may amend this Disclosure Agreement in accordance with this Section 11 without the consent of the Master Developer/Landowner, provided that no amendment to the provisions of Sections 5 and 6 hereof may be made without the consent of the Master Developer/Landowner as long as the Master Developer/Landowner is an Obligated Person.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District or the Master Developer/Landowner from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report, Quarterly Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the District or the Master Developer/Landowner choose 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 District or the Master Developer/Landowner 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.

Default. In the event of a failure of the District, an Obligated Person, the Disclosure Representative of the District, a Disclosure Representative of an Obligated Person or a Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of the Participating Underwriter or the Beneficial Owners of more than fifty percent (50%) 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 mandate or specific performance by court order, to cause the District, an Obligated Person, the Disclosure Representative of the District, a Disclosure Representative of an Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. No default hereunder shall

be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the District, an Obligated Person, the Disclosure Representative of the District, a Disclosure Representative of an Obligated Person or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of District, Master Developer/Landowner and Dissemination Agent. The District and the Master Developer/Landowner each represent and warrant 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 and the Master Developer/Landowner each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Master Developer/Landowner, 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, the Master Developer/Landowner, or others as thereafter disseminated by the Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. Notwithstanding anything to the contrary herein, the District shall have no responsibility for any information provided by the Master Developer/Landowner or others in connection with the Quarterly Reports or to cause the Quarterly Reports to be provided by the Master Developer/Landowner.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Master Developer/Landowner, the Dissemination Agent, the Participating Underwriter, the Trustee and Beneficial Owners of the Bonds, and shall create no rights in any other person or entity.

Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Governing Law. This Disclosure Agreement shall be governed by the laws of the State and federal law and venue shall be in any state or federal court having jurisdiction in Manatee County, Florida.

Dissemination  Agent's  Right  to  Information;  Trustee  Cooperation. The District and the Master Developer/Landowner agree that the Dissemination Agent is a bona fide agent of the District and the Master Developer/Landowner and may receive, on a timely basis, any information or reports it requests that the District and the Master Developer/Landowner are required to provide hereunder. The District directs the Trustee to deliver to the Dissemination Agent, at the expense of the District, any information or reports that the Dissemination Agent requests that the District has a right to request from the Trustee (inclusive of balances, payments, etc.) that are in the possession of and readily available to the Trustee.

Binding Effect. This Disclosure Agreement shall be binding upon each party and upon each successor and assignee of each party and shall inure to the benefit of, and be enforceable by, each party and each successor and assignee of each party.

[Remainder of Page Intentionally Left Blank]

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

[SEAL]

Consented and Agreed to by:

PFM GROUP CONSULTING LLC, and its
successors and assigns, as Disclosure Representative

By: 	 Name: 	 Title: 	

Joined by U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee, for purposes of Sections 13, 15 and 18 only

By: 	 Amanda Kumar, Vice President

LANSDOWNE PARTNERS GROUP, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

WHK INVEST, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

By: 		 Chairperson, Board of Supervisors

PFM GROUP CONSULTING LLC,
as initial Dissemination Agent

By: 	 Name: 	 Title: 	

LASALLE HOLDING PARTNERS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

UNIVERSITY PARK PARTNERS IV,
LLC, a Florida limited liability company

By: 	 Name: 	 Title: 	

[Signature Page to Continuing Disclosure Agreement]

EXHIBIT A

NOTICE TO REPOSITORIES
OF FAILURE TO FILE [ANNUAL][QUARTERLY] REPORT

Name of District:	North River Ranch Improvement Stewardship District (the "District")	
Obligated Person(s):	North River Ranch Improvement Stewardship District Lansdowne Partners Group, LLC, Lasalle Holding Partners, LLC, WHK Invest, LLC, and University Park Partners IV, LLC (collectively the "Master Developer/Landowner")	
Name of Bond Issue:	$[Bond Amount] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "Bonds")	
Date of Issuance:	[Closing Date]	
CUSIPs:	[	]	

NOTICE IS HEREBY GIVEN that the [District] [Master Developer/Landowner] has not provided [an Annual] [a Quarterly] Report with respect to the above-named Bonds as required by [Section 4] [Section 6] of the Continuing Disclosure Agreement, dated [Closing Date], among the District, the Master Developer/Landowner and the Dissemination Agent named therein. The [District] [Master Developer/Landowner] has advised the undersigned that it anticipates that the [Annual] [Quarterly] Report will be filed by 	, 20 .

Dated: 	

	, as Dissemination Agent

cc: [District] [Master Developer/Landowner] Obligated Person(s)
Participating Underwriter

A-1

North River Ranch Improvement Stewardship District

Letter of Recommendation of Award to RIPA and Associates LLC for Phase 4C Amenity Center Project

November 21, 2022

File:	215616746 211

Stantec Consulting Services Inc.
6920 Professional Parkway
Sarasota FL 34240-8414
Tel: (941) 907-6900

Via: E-Mail (carvalhov@pfm.com)

North River Ranch Improvement Stewardship District c/o PFM Group Consulting, LLC
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817

Attn:	Mr. Pete Williams, Chairman

Reference: North River Ranch Phases 4C Amenity Center Project Letter of Recommendation of Award

Dear Mr. Williams:

On November 7, 2022, we received and opened one bid from pre-qualified firm for the North River Ranch Phase 4C Amenity Center project. We received a bid from RIPA & Associates, LLC. Attached is a tabulation of the bids received.

RIPA & Associates, LLC submitted the lowest Base Bid for $7,268,995.00. We have reviewed the bid package provided and determined that it is responsive, and we find the Contractor acceptable to perform the work on this project based on the information received.

Therefore, we recommend that North River Ranch Improvement Stewardship District award the contract to RIPA & Associates, LLC for the total bid of $7,268,995.00.
If you have any questions or comments, please contact our office. Sincerely,
Stantec Consulting Services Inc.

Robert A. Engel, P.E. District Engineer

Approved by NRRISD Board
Tel: (941) 907-6900
E-Mail: rob.engel@stantec.com

C:	Vivian Carvalho, PFM Venessa Ripoli, PFM

Date

11/21/2022 - JVEGA
V:\2156\active\215616746\admin\documents\final_document\letter\let_p-williams_nrrisd_nrr-4c_amnity-center_award-rcmndtn_ripa_rae_20221121.docx

NORTH RIVER RANCH AMENITY CENTER	
							
Bid Summary	
						RIPA & Associates	

STREETS AND DRAINAGE: ……………………………………………………………………		
$4,847,656.50	
MISCELLANEOUS: ………………………………..………………………………………..		$387,125.00	
SANITARY SEWER COLLECTION SYSTEM: …………………………………………..		$592,824.00	
WATER DISTRIBUTION SYSTEM: ……………………………………………………...		$579,675.00	
RECLAIMED WATER DISTRIBUTION SYSTEM: ………………………………………		$313,666.00	
AMENITY CENTER (PRIVATE): ………………………………………		$548,048.50	

TOTAL: ……………………………………………………………………………………..		
$7,268,995.00	
TOTAL DAYS TO COMPLETION: ………………………………………………………		330/360	

NOTE:  Unit prices for all underground construction shall include all costs necessary to comply with the "TRENCH	
SAFETY ACT" and conform with all Occupational Safety and Health Administration (OSHA) regulations.	

Contractor's Name: (Typed or Printed)	Address:	

	
By 		
(Signature)	
Title: 		Telephone No.:		

	

No unit price was submitted. Note added by contractor "By others"

STREETS AND DRAINAGE	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
1.	Mobilization	LS	1	$115,000.00		$115,000.00	
							
2.	Compliance with requirements of FDEP Generic NPDES Permit	LS	1	$17,500.00		$17,500.00	
							
3.	Clearing and Grubbing	LS	1	$115,000.00		$115,000.00	
							
4.	Solid Sod Ponds	SY	24000	$2.95		$70,800.00	
							
5.	Solid Sod 2' BOC	SY	33500	2.95		$98,825.00	
							
6.	Anchor Block Retaining Wall (30" Max Height)	LF	57	$	$0.00	
							
7.	Final Grading	LS	1	50000		$50,000.00	
							
8.	Signing and Pavement Marking	LS	1	53500		$53,500.00	
							
9.	Saw-Cut and Match Existing Pavement	EA	2	615		$1,230.00	
							
10.	Pond 8 Construction						
	Cut	CY	155240	$3.00		$465,720.00	
	Place & Compact	CY	124192	$1.00		$124,192.00	
							
11.	Pond 15B Construction						
	Cut	CY	43765	$3.00		$131,295.00	
	Place & Compact	CY	35012	$1.00		$35,012.00	
							
12.	Sump 8 Construction						
	Cut	CY	67500	$3.00		$202,500.00	
	Place & Compact	CY	54000	$1.00		$54,000.00	
							
13.	Sump 15 Construction						
	Cut	CY	32050	$3.00		$96,150.00	
	Place & Compact	CY	25640	$1.00		$25,640.00	
							
14.	Staked Erosion Control	LF	7600	$1.70		$12,920.00	
							
15.	Staked Erosion Control (for Stockpile)	LS	1	$5,000.00		$5,000.00	
							
16.	Floating Turbitity Barrier	LF	500	$13.50		$6,750.00	
							
17.	1.25" Asphaltic Surface Course First Lift	SY	15322	$15.50		$237,491.00	
							
18.	FDOT Base Group 4 (Specify Selection)	SY	15322	$21.50		$329,423.00	
							
19.	12" Stabilized Subgrade	SY	15322	$6.50		$99,593.00	
							
20.	5' Concrete Sidewalk	SF	26790	$8.75		$234,412.50	
							
21.	6' Concrete Sidewalk	SF	7005	$8.75		$61,293.75	
							
22.	10' Concrete Sidewalk	SF	32905	$8.75		$287,918.75	
							
23.	ADA Sidewalk Ramp per FDOT Index 522 (Complete)	EA	24	$2,550.00		$61,200.00	
							
24.	Concrete Miami Curb (Type A) W/Stabilization	LF	8317	$31.00		$257,827.00	
							
25.	Concrete Curb and Gutter (Type F) W/Stabilization	LF	419	$38.50		$16,131.50	
							
26.	Concrete Drop Curb W/Stabilization	LF	620	$38.00		$23,560.00	
							
27.	Concrete Curb (Type D) W/Stabilization	LF	700	$22.50		$15,750.00	
							
*****All cost for stabilization under curb shall be included in the unit price for the construction of the curb.				

STREETS AND DRAINAGE	
							
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
							
28.	8" HDPE	LF	633	$31.00		$19,623.00	
							
29.	12" HDPE	LF	104	$45.00		$4,680.00	
							
30.	12" HPPP	LF	376	$45.00		$16,920.00	
							
31.	15" HDPE	LF	231	$53.00		$12,243.00	
							
32.	15" HPPP	LF	327	$53.00		$17,331.00	
							
33.	15" RCP	LF	460	$64.00		$29,440.00	
							
34.	18" HDPE	LF	104	$58.00		$6,032.00	
							
35.	18" HPPP	LF	177	$58.00		$10,266.00	
							
36.	18" RCP	LF	1599	$77.00		$123,123.00	
							
37.	24" HDPE	LF	118	$83.00		$9,794.00	
							
38.	24" RCP	LF	407	$105.00		$42,735.00	
							
39.	30" RCP	LF	864	$160.00		$138,240.00	
							
40.	36" RCP	LF	326	$205.00		$66,830.00	
							
41.	42" RCP	LF	398	$275.00		$109,450.00	
							
42.	48" RCP	LF	684	$335.00		$229,140.00	
							
43.	15" RCP MES	EA	1	$2,750.00		$2,750.00	
							
44.	18" RCP FES	EA	1	$4,300.00		$4,300.00	
							
45.	18" RCP MES	EA	3	$3,000.00		$9,000.00	
							
46.	30" RCP MES	EA	1	$5,500.00		$5,500.00	
							
47.	48" RCP MES	EA	2	$10,000.00		$20,000.00	
							
48.	Inline Drain	EA	18	$2,650.00		$47,700.00	
							
49.	Drain Basin	EA	17	$2,650.00		$45,050.00	
							
50.	Type 1 Curb Inlet	EA	31	$8,750.00		$271,250.00	
							
51.	Type 1 Curb Inlet  (w/"J" Bottom )	EA	5	$15,500.00		$77,500.00	
							
52.	Type C Ditch Bottom Grate Top Inlet	EA	4	$1,750.00		$7,000.00	
							
53.	Type P Manhole	EA	9	$5,500.00		$49,500.00	
							
54.	Type J Manhole	EA	4	$11,000.00		$44,000.00	
							
55.	Storm Sewer Testing	LS	1	$47,625.00		$47,625.00	
							
56.	Dewatering	LS	1	$75,000.00		$75,000.00	
							
				TOTAL		$4,847,656.50	

							
MISCELLANEOUS ITEMS	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	

1.	Bid Bond	LS	1	$500.00		$500.00	
							
2.	Performance Bond	LS	1	$93,000.00		$93,000.00	
							
3.	Record Drawing	LS	1	$71,500.00		$71,500.00	
							
4.	Construction Staking	LS	1	$115,000.00		$115,000.00	
							
5.	Soils, Materials Testing- (By Others)			$0.00		$0.00	
							
6.	Water System Testing & Inspection	LS	1	$25,000.00		$25,000.00	
							
7.	Reclaimed Water System Testing & Inspection	LS	1	$25,000.00		$25,000.00	
							
8.	Sewer System Testing & Inspection	LS	1	$30,000.00		$30,000.00	
							
9.	Water Testing (Amenity Center)	LS	1	$5,000.00		$5,000.00	
							
10.	Sewer Testing (Amenity Center)	LS	1	$6,500.00		$6,500.00	
							
11.	Storm Sewer Testing (Amenity Center)	LS	1	$10,000.00		$10,000.00	
							
12.	2" Sleeve	LF	450	$12.50		$5,625.00	
							
				TOTAL		$387,125.00	
By:	
							
Checked:	
							
Engineer:	

							
SANITARY SEWAGE COLLECTION SYSTEM	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
							
1.	Connect to Manhole A2	LS	1	$11,000.00		$11,000.00	
							
2.	8"	PVC  (0' - 6' Cut)	LF	397	$54.00		$21,438.00	
							
3.	8"	PVC  (6' - 8' Cut)	LF	284	$58.00		$16,472.00	
							
4.	8"	PVC (10' - 12' Cut)	LF	176	$64.00		$11,264.00	
							
5.	8"	PVC (14' - 16' Cut)	LF	349	$110.00		$38,390.00	
							
6.	8"	PVC (16' - 18' Cut)	LF	400	$130.00		$52,000.00	
							
7.	8"	PVC (18' - 20' Cut)	LF	523	$150.00		$78,450.00	
							
8.	8"	PVC (20' - 22' Cut)	LF	528	$170.00		$89,760.00	
							
9.	Standard Manhole (0' - 6' Cut)	EA	3	$5,200.00		$15,600.00	
							
10.	Standard Manhole  (8' - 10' Cut)	EA	1	$6,750.00		$6,750.00	
							
11.	Standard Manhole  (14' - 16' Cut)	EA	3	$9,500.00		$28,500.00	
							
12.	Standard Manhole  (16' - 18' Cut)	EA	2	$10,500.00		$21,000.00	
							
12.	Standard Manhole  (18' - 20' Cut)	EA	3	$11,500.00		$34,500.00	
							
13.	Standard Manhole  (20' - 22' Cut)	EA	1	$45,000.00		$45,000.00	
							
14.	Polymer Manhole	(14' - 16' Cut)	EA	1	$31,500.00		$31,500.00	
							
16.	Polymer Manhole	(18' - 20' Cut)	EA	1	$43,500.00		$43,500.00	
							
17.	Polymer Manhole	(20' - 22' Cut)	EA	1	$45,000.00		$45,000.00	
							
18.	Water Tight Manhole Seals	LS	1	$0.00		$0.00	
							
19.	8" Plug and Stub	EA	3	$900.00		$2,700.00	

							
				TOTAL		$592,824.00	
By:			
							
Checked: 		
							
Engineer: 		

* Shall consist of all bends, tees, plugs, cleanouts or any other appurtenances comprising a complete service.	
** Shall consist of all pipe, valves, tees, fittings or any other appurtenances comprising a complete working assembly.	

WATER DISTRIBUTION SYSTEM	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
							
1.	Connect to Existing 10 " Water Main POC # 1	LS	1	$1,600.00		$1,600.00	
							
2.	Connect to Existing 10 " Water Main POC # 2	LS	1	$1,600.00		$1,600.00	
							
3.	Temporary Construction Meter Assembly	LS	1	$11,500.00		$11,500.00	
							
4.	10"  PVC Water Main	LF	3096	$71.00		$219,816.00	
							
5.	8"  PVC Water Main	LF	1764	$51.00		$89,964.00	
							
6.	10" DIP Water Main	LF	241	$115.00		$27,715.00	
							
7.	8" DIP Water Main	LF	129	$100.00		$12,900.00	
							
8.	2" PVC Water Main	LF	80	$21.50		$1,720.00	
							
9.	2" Gate Valve	EA	3	$1,250.00		$3,750.00	
							
10.	4" Gate Valve	EA	1	$1,750.00		$1,750.00	
							
11.	8" Gate Valve	EA	9	$2,900.00		$26,100.00	
							
12.	10" Gate Valve	EA	9	$4,100.00		$36,900.00	
							
13.	10"  22½ °  Bend	EA	2	$930.00		$1,860.00	
							
14.	8" 22½ °  Bend	EA	4	$625.00		$2,500.00	
							
15.	8"  45 °	Bend	EA	2	$625.00		$1,250.00	
							
16.	4"  45 °	Bend	EA	2	$360.00		$720.00	
							
17.	2"  45 °	Bend	EA	2	$190.00		$380.00	
							
18.	10" x 8" Tee	EA	3	$1,250.00		$3,750.00	
							
19.	8" x  4" Tee	EA	1	$815.00		$815.00	
							
20.	8" x  2" Saddle	EA	3	$445.00		$1,335.00	
							
21.	10" x  8" Cross	EA	1	$1,650.00		$1,650.00	

WATER DISTRIBUTION SYSTEM	
Item			Estimated		Total	
No.	Description	Unit	Quantity	Price	Amount	
							
22.	Fire Hydrant Assembly *	EA	6	$8,550.00		$51,300.00	
							
23.	Blow-off Assembly *	EA	1	$1,850.00		$1,850.00	
							
24.	8" Plug	EA	3	$13,000.00		$39,000.00	
							
25.	2" Plug	EA	1	$1,300.00		$1,300.00	
							
26.	8" Double Detector Check Valve Assembly	EA	1	$20,000.00		$20,000.00	
							
27.	1-1/2" RPZ/Meter Assembly	EA	2	$3,300.00		$6,600.00	
							
28.	3/4" RPZ/Meter Assembly	EA	1	$1,750.00		$1,750.00	
							
29.	FDC	EA	1	$3,300.00		$3,300.00	
							
30.	Joint Restraint	LS	1	$5,000.00		$5,000.00	

							
							
				TOTAL		$579,675.00	
							
By:	
							
Checked:	
							
Engineer:	
	
*	Shall consist of all pipe, valves, tees, fittings or any other appurtenances comprising a complete working assembly.	

							
RECLAIMED WATER DISTRIBUTION SYSTEM	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
							
1.	Remove Blow-off and Connect to	EA	2	$1,600.00		$3,200.00	
	Existing 6 " Reclaimed Water Main						
							
2.	2" PVC Reclaimed Water Main	LF	18	$21.50		$387.00	
							
3.	4" PVC Reclaimed Water Main	LF	40	$36.00		$1,440.00	
							
4.	4" DIP Reclaimed Water Main	LF	40	$75.00		$3,000.00	
							
5.	6" DIP Reclaimed Water Main	LF	91	$85.00		$7,735.00	
							
6.	6" PVC Reclaimed Water Main	LF	4854	$36.00		$174,744.00	
							
7.	12" Steel Casing	LF	226	$120.00		$27,120.00	
							
8.	6" Plug	EA	5	$1,500.00		$7,500.00	
							
9.	6" Gate Valve	EA	14	$2,150.00		$30,100.00	
							
10.	4" Gate Valve	EA	1	$1,750.00		$1,750.00	
							
11.	6" 11¼ ° Bend	EA	2	$610.00		$1,220.00	
							
12.	6" 22½ ° Bend	EA	8	$610.00		$4,880.00	
							
13.	6" 45 °	Bend	EA	16	$610.00		$9,760.00	
							
14.	6" x 6" Tee	EA	2	$710.00		$1,420.00	
							
15.	6" x 2" Tee	EA	1	$370.00		$370.00	
							
16.	6" x 6" Cross	EA	1	$990.00		$990.00	
							
17.	PVC to DIP Transistion Fitting	EA	4	$0.00		$0.00	
							
18.	Reclaimed (Irrigation) Meter Assembly	EA	2	$9,700.00		$19,400.00	
							
19.	2" Irrigation Sleeve	LF	260	$12.50		$3,250.00	
							
20.	4" Irrigation Sleeve	LF	260	$16.00		$4,160.00	
							
21.	6" Irrigation Sleeve	LF	260	$24.00		$6,240.00	
							
22.	Joint Restraint	LS	1	$5,000.00		$5,000.00	

				TOTAL		$313,666.00	
By:	
							
Checked:	
							
Engineer:	

*	Shall consist of all pipe, valves, tees, fittings or any other appurtenances comprising a complete working assembly.	
** Shall consist of all corporation stops, curb stops, pipe or tubing or any other appurtenances comprising a complete water service.	

Page 8 of 10

AMENITY CENTER (PRIVATE)	
				RIPA & Associates	
Item			Estimated	Unit	Total	
No.	Description	Unit	Quantity	Price	Amount	
							
1.	8" PVC Fire Main	LF	539	$80.00		$43,120.00	
							
2.	8" Gate Valve	EA	1	$2,900.00		$2,900.00	
							
3.	8" Plug	EA	1	$4,050.00		$4,050.00	
							
4.	8"  45 °	Bend	EA	4	$625.00		$2,500.00	
							
5.	8" 22½ °  Bend	EA	3	$625.00		$1,875.00	
							
6.	8" 11¼ °  Bend	EA	3	$625.00		$1,875.00	
							
7.	1-1/2" PVC Pool Service Line	LF	199	$12.00		$2,388.00	
							
8.	1-1/2" Gate Valve	EA	1	$580.00		$580.00	
							
9.	1-1/2" Plug	EA	1	$1,300.00		$1,300.00	
							
10.	4" PVC Water Main	LF	512	$30.00		$15,360.00	
							
11.	4" x 2" Tee	EA	2	$470.00		$940.00	
							
12.	2" Gate Valve	EA	3	$1,250.00		$3,750.00	
							
13.	2" Plug	EA	3	$1,300.00		$3,900.00	
							
14.	4" x 2" Reducer	EA	1	$255.00		$255.00	
							
15.	2" PVC Water Main	LF	224	$17.00		$3,808.00	
							
16.	Sanitary 6" Service Laterals	LF	134	$65.00		$8,710.00	
							
17.	Sanitary Cleanouts	EA	2	$1,700.00		$3,400.00	
							
18.	Standard Manhole (6' - 8' Cut)	EA	1	$5,650.00		$5,650.00	
							
19.	Standard Manhole (8' - 10' Cut)	EA	2	$6,750.00		$13,500.00	
							
20.	8"	PVC  (6' - 8' Cut)	LF	30	$58.00		$1,740.00	
							
21.	8"	PVC  (8' - 10' Cut)	LF	113	$64.00		$7,232.00	
							
22.	8"	PVC  (10' - 12' Cut)	LF	150	$70.00		$10,500.00	
							
23.	8"	PVC  (12' - 14' Cut)	LF	77	$77.00		$5,929.00	
							
24.	1.25" Asphaltic Surface Course First Lift	SY	3205	$17.50		$56,087.50	
							
25.	FDOT Base Group 4 (Specify Selection)	SY	3205	$24.50		$78,522.50	
							
26.	12" Stabilized Subgrade	SY	3205	$10.50		$33,652.50	
							
27.	Concrete Miami Curb (Type A) W/Stabilization	LF	1693	$31.50		$53,329.50	
							
28.	Concrete Curb (Type D) W/Stabilization	LF	202	$22.50		$4,545.00	
							
29.	Concrete Drop Curb W/Stabilization	Page 9	ofL1F0	560	$38.00		$21,280.00	

30.	6" Ribbon Curb	LF	638	$20.50		$13,079.00	
							
31.	Grass Parking (12" Stabilized Subgrade)	SY	530	$16.50		$8,745.00	
							
32.	Rough Grading of Amenity Center Site (±0.2')	LS	1	$48,500.00		$48,500.00	
							
33.	Tree Barricades	LF	771	$6.00		$4,626.00	
							
34.	Salt Finish Sidewalks (As shown on exhibit)	SF	4357	$13.50		$58,819.50	
							
35.	ADA Sidewalk Ramp per FDOT Index 522 (Complete)	EA	4	$2,400.00		$9,600.00	
							
36.	Dumpster Pad Allowance	1	LS	$12,000.00		$12,000.00	
							
				TOTAL		$548,048.50	

Page 10 of 10

North River Ranch Improvement Stewardship District

Letter of Recommendation of Award to RIPA and Associates LLC for Phase 4-C1 Roadways and Utilities Project

November 21, 2022

File:	215616746 211

Stantec Consulting Services Inc.
6920 Professional Parkway
Sarasota FL 34240-8414
Tel: (941) 907-6900

Via: E-Mail (carvalhov@pfm.com)

North River Ranch Improvement Stewardship District c/o PFM Group Consulting, LLC
3501 Quadrangle Blvd., Suite 270
Orlando, FL 32817

Attn:	Mr. Pete Williams, Chairman

Reference: North River Ranch Phases 4-C1 Roadways and Utilities Project Letter of Recommendation of Award

Dear Mr. Williams:

On November 7, 2022, we received and opened one bid from pre-qualified firm for the North River Ranch Phase 4-C1 Roadways and Utilities project. We received a bid from RIPA & Associates, LLC. Attached is a tabulation of the bid received.

RIPA & Associates, LLC submitted the lowest Base Bid for $10,249,997.00. We have reviewed the bid package provided and determined that it is responsive, and we find the Contractor acceptable to perform the work on this project based on the information received.

Therefore, we recommend that North River Ranch Improvement Stewardship District award the contract to RIPA & Associates, LLC for the total bid of $10,249,997.00.
If you have any questions or comments, please contact our office. Sincerely,

Robert A. Engel, P.E. District Engineer

Stantec Consulting Services Inc.

Approved by NRRISD Board
Tel: (941) 907-6900
E-Mail: rob.engel@stantec.com

C:	Vivian Carvalho, PFM Venessa Ripoli, PFM

Date

11/21/2022 - JVEGA
V:\2156\active\215616746\admin\documents\final_document\letter\let_p-williams_nrrisd_nrr-4-c1_roadways-utilities_award-rcmndtn_ripa_rae_20221121.docx

Note:

NORTH RIVER RANCH PHASE IV-C1
Schedule of Estimated Quantities

Unit prices for all underground construction shall include all costs necessary to comply with the " TRENCH SAFETY ACT" and conform with all Occupational Safety and Health Administration (OSHA) regulations.

BID SUMMARY

RIPA & Associates
SUBTOTALS

EARTHWORK & SITE PREP	$	396,529.50	
ROAD CONSTRUCTION	$	2,230,883.25	
STORM DRAINAGE	$	1,824,352.00	
MISCELLANEOUS	$	372,750.00	
WATER DISTRIBUTION	$	1,359,110.00	
SANITARY SEWER	$	3,147,852.25	
RECLAIMED DISTRIBUTION	$	918,520.00	
		
TOTAL =	$	10,249,997.00	

ENGINEER'S ESTIMATE	
PROJECT:	North River Ranch Phase IV-C1	Unit Count:	258		
				Schedule:	IA Earthwork	
RIPA & Associates	
Unit	QTY	CONTR.	Description	Unit Price	Total Amount	
		                QTY					
LS	1		Mobilization	$  150,000.00	$	150,000.00	
LS	1		General Requirements	$	10,500.00	$	10,500.00	
LF	10295		Silt Fence Installation and Maintenance	$	1.70	$	17,501.50	
LS	1		Clear and Grub	$	10,000.00	$	10,000.00	
LS	1		Dewatering	$	52,390.00	$	52,390.00	
SY	5176		Sod - Behind Curb	$	2.95	$	15,269.20	
SY	102896		Seed and Mulch - Lots	$	0.30	$	30,868.80	
LS	1		Final Grading	$  110,000.00	$	110,000.00	
				Subtotal =	$	396,529.50	

ENGINEER'S ESTIMATE
PROJECT:  North River Ranch Phase IV-C1	Unit Count: 258
Schedule: IB Road Construction
RIPA & Associates
Unit	QTY	CON	TR.  Description	Unit Price	Total Amount	

EA	               QTY	
5	Sawcut Line & Connect to Existing Asphalt Pavement	
$	675.00		
$	3,375.00	
SY	27555	1-1/4", Type SP-9.5 (First Lift Only)	$	15.00		$	413,325.00	
SY	27555	FDOT Base Group 4 (Specify Selection)	$	21.50		$	592,432.50	
SY	27555	6" Stabilized Subgrade (LBR 40 Min.)	$	6.50		$	179,107.50	
LF	21777	Type A Curb (Miami)	$	27.00		$	587,979.00	
LF	1115	Type D Curb	$	19.00		$	21,185.00	
LF	399	Drop Curb	$	20.00		$	7,980.00	
LF	276	Curb Transition	$	20.00		$	5,520.00	
LF	21777	6" Stabilized Subgrade Under Curb (LBR40)	$	2.75		$	59,886.75	
SF	27635	4" Sidewalk	$	8.50		$	234,897.50	
EA	49	ADA Ramps	$	1,250.00		$	61,250.00	
EA	3	Dead End Barricade (Install)	$	430.00		$	1,290.00	
EA	1	Dead End Barricade (Remove)	$	155.00		$	155.00	
LS	1	Signage and Pavement Marking	$	60,000.00		$	60,000.00	
LS	1	Maintenance of Traffic	$	2,500.00		$	2,500.00	
				Subtotal =	$	2,230,883.25	

ENGINEER'S ESTIMATE
PROJECT:  North River Ranch Phase IV-C1	Unit Count:  258
Schedule:	IC Storm Drainage
RIPA & Associates

Unit	QTY

CONTR.

Description

Unit Price	Total Amount

	QTY	
LS	1	Remove Exisitng 24" RCP	$	1,700.00	$	1,700.00	
LS	1	Remove Existing 24" MES	$	4,850.00	$	4,850.00	
EA	3	Connect to Existing Structure	$	6,650.00	$	19,950.00	
LF	842	15" Class lll RCP	$	65.00	$	54,730.00	
LF	1105	18" Class lll RCP	$	74.00	$	81,770.00	
LF	1064	24" Class lll RCP	$	105.00	$	111,720.00	
LF	1232	30" Class lll RCP	$	150.00	$	184,800.00	
LF	1544	36" Class lll RCP	$	200.00	$	308,800.00	
LF	762	42" Class lll RCP	$	265.00	$	201,930.00	
EA	1	Mitered End Section (18" RCP)	$	2,350.00	$	2,350.00	
EA	1	Mitered End Section (24" RCP)	$	2,700.00	$	2,700.00	
EA	1	Mitered End Section (30" RCP)	$	5,050.00	$	5,050.00	
EA	2	Mitered End Section (36" RCP)	$	6,350.00	$	12,700.00	
EA	3	Mitered End Section (42'' RCP)	$	7,700.00	$	23,100.00	
EA	8	Rip-Rap	$	665.00	$	5,320.00	
EA	49	Type 1 Curb Inlet	$	7,900.00	$	387,100.00	
EA	12	Type 1 Curb Inlet with J-Bottom	$	9,400.00	$	112,800.00	
EA	6	Manhole	$	5,050.00	$	30,300.00	
EA	10	Manhole with J-Bottom	$	9,000.00	$	90,000.00	

LF	
3402	6" HDPE Underdrain W/Fine Aggregate Per FDOT Section 902-4	
$	
23.50		
$	
79,947.00	
EA	15	Underdrain Cleanout	$	300.00		$	4,500.00	
LF	6549	Lamping/TV Testing	$	15.00		$	98,235.00	
					Subtotal =	$	1,824,352.00	

ENGINEER'S ESTIMATE	
PROJECT:	North River Ranch Phase IV-C1		Unit Count: 258		
					Schedule:			
RIPA & Associates	
Unit	QTY	CONTR.	Description	Unit Price	Total Amount	
		               QTY					
			PROFESSIONAL SERVICES					
EA	1		Bid Bond	$	500.00	$	500.00	
LS	1		Performance Bond	$  127,000.00	$	127,000.00	
LS	1		Construction Staking & As-builts	$  165,000.00	$	165,000.00	
LS	1		Material Testing (BY OTHERS)	$	-	$	-	
LF	1500		2.5" PVC Sleeve	$	13.50	$	20,250.00	
LF	1500		4" PVC Sleeve	$	17.00	$	25,500.00	
LF	1500		6" PVC Sleeve	$	23.00	$	34,500.00	
					Subtotal =	$	372,750.00	

ENGINEER'S ESTIMATE
PROJECT:  North River Ranch Phase IV-C1	Unit Count: 258
Schedule: IIA Water Distribution
RIPA & Associates

Unit	QTY

CONTR.

Description

Unit Price	Total Amount

	QTY	
EA	5	Connect to Exisitng 8" Main	$	1,800.00	$	9,000.00	
LS	1	Temporary Jumper	$	10,000.00	$	10,000.00	
LF	11579	8" PVC Water Main	$	50.00	$	578,950.00	
LF	872	8" DIP Water Main	$	115.00	$	100,280.00	
LS	1	Joint Restraints	$	4,250.00	$	4,250.00	
EA	51	8" Gate Valve and Box	$	2,700.00	$	137,700.00	
EA	3	8" x 8" Cross	$	1,200.00	$	3,600.00	
EA	11	8" x 8" Tee	$	990.00	$	10,890.00	
EA	1	8" 90⁰ Bend	$	630.00	$	630.00	
EA	7	8" 45⁰ Bend	$	630.00	$	4,410.00	
EA	66	8" Vertical 45⁰ Bend	$	630.00	$	41,580.00	
EA	2	8" 22-1/2⁰ Bend	$	630.00	$	1,260.00	
EA	2	8" 11-1/4⁰ Bend	$	630.00	$	1,260.00	
EA	4	8" Plug	$	3,000.00	$	12,000.00	
EA	17	Fire Hydrant Assembly (8" Main)	$	8,450.00	$	143,650.00	
EA	34	Single Service - Short	$	1,150.00	$	39,100.00	
EA	7	Single Service - Long	$	1,350.00	$	9,450.00	
EA	60	Double Service - Short	$	1,750.00	$	105,000.00	
EA	47	Double Service - Long	$	1,950.00	$	91,650.00	
EA	1	Water Service to Lift Station	$	2,450.00	$	2,450.00	
LS	1	Water System Testing & Inspection	$	52,000.00	$	52,000.00	
				Subtotal =  $	1,359,110.00	

ENGINEER'S ESTIMATE	
PROJECT:	North River Ranch Phase IV-C1	Unit Count:	258		
Schedule: IIB Sanitary Sewer	
RIPA & Associates	
Unit	QTY	CONTR.	Description	Unit Price	Total Amount	
		               QTY					
LF	111		8" PVC (0-6 FT)	$	37.00	$	4,107.00	
LF	2240		8" PVC (6-8 FT)	$	38.50	$	86,240.00	
LF	1071		8" PVC (8-10 FT)	$	40.00	$	42,840.00	
LF	976		8" PVC (10-12 FT)	$	44.50	$	43,432.00	
LF	917		8" PVC (12-14 FT)	$	50.00	$	45,850.00	
LF	1448		8" PVC (14-16 FT)	$	81.00	$	117,288.00	
LF	1126		8" PVC (16-18 FT)	$	100.00	$	112,600.00	
LF	945		8" PVC (18-20 FT)	$	125.00	$	118,125.00	
LF	1075		8" PVC (20-22 FT)	$	145.00	$	155,875.00	
LF	1092		8" PVC (22-24 FT)	$	175.00	$	191,100.00	
LS	1		Dewatering or Stone Bedding (<18 Ft)	$  240,000.00	$	240,000.00	
LF	11001		Exfiltration/Infiltration Testing	$	2.00	$	22,002.00	
EA	3		4' Sanitary Manhole (0-6 FT)	$	5,750.00	$	17,250.00	
EA	11		4' Sanitary Manhole (6-8 FT)	$	6,500.00	$	71,500.00	
EA	5		4' Sanitary Manhole (8-10 FT)	$	7,550.00	$	37,750.00	
EA	3		4' Sanitary Manhole (10-12 FT)	$	8,900.00	$	26,700.00	
EA	4		4' Sanitary Manhole (12-14 FT)	$	9,750.00	$	39,000.00	
EA	6		4' Sanitary Manhole (14-16 FT)	$	14,500.00	$	87,000.00	
EA	2		4' Sanitary Manhole (16-18 FT)	$	12,500.00	$	25,000.00	
EA	3		4' Sanitary Drop Polymer Manhole (16-18 FT)	$	37,500.00	$	112,500.00	
EA	3		4' Sanitary Manhole (18-20 FT)	$	13,500.00	$	40,500.00	
EA	1		4' Sanitary Drop Polymer Manhole (18-20 FT)	$	38,500.00	$	38,500.00	
EA	2		4' Sanitary Manhole (20-22 FT)	$	14,500.00	$	29,000.00	
EA	3		4' Sanitary Drop Polymer Manhole (20-22 FT)	$	40,000.00	$	120,000.00	
EA	4		4' Sanitary Polymer Manhole (22-24 FT)	$	37,000.00	$	148,000.00	
EA	1		4' Sanitary Drop Polymer Manhole (22-24 FT)	$	43,000.00	$	43,000.00	
EA	11		Manhole Drop Connection	$	1,000.00	$	11,000.00	
LS	1		Manhole Joint Sealant	$	5,000.00	$	5,000.00	
EA	32		Single Service	$	1,450.00	$	46,400.00	
EA	112		Double Service	$	2,350.00	$	263,200.00	
LF	11001		Televise Sanitary Sewer	$	8.25	$	90,758.25	
EA	3		6" Plug and Service Marker	$	900.00	$	2,700.00	
EA	1		Lift Station (COMPLETE)	$  665,000.00	$	665,000.00	
EA	1		Connect to Existing 6" Force Main	$	1,750.00	$	1,750.00	
LF	1085		6" PVC Force Main	$	35.00	$	37,975.00	
LS	1		Joint Restraints	$	5,000.00	$	5,000.00	
EA	4		6" 45° Bend	$	815.00	$	3,260.00	
EA	1		6" x 4" Reducer	$	650.00	$	650.00	
				Subtotal =	$	3,147,852.25	

ENGINEER'S ESTIMATE
PROJECT:  North River Ranch Phase IV-C1	Unit Count: 258
Schedule: IIC Reclaimed Water
RIPA & Associates

Unit	QTY

CONTR.

Description

Unit Price	Total Amount

	QTY	
EA	4	Connect to Exisitng 6" Main	$	1,600.00	$	6,400.00	
LF	11224	6" PVC Reclaimed Main	$	35.00	$	392,840.00	
LF	795	6" DIP Reclaimed Main	$	88.00	$	69,960.00	
LS	1	Joint Restraints	$	4,000.00	$	4,000.00	
EA	49	6" Gate Valve and Box	$	2,050.00	$	100,450.00	
EA	5	6" x 6" Cross	$	1,000.00	$	5,000.00	
EA	10	6" x 6" Tee	$	740.00	$	7,400.00	
EA	8	6" 45° Bend	$	475.00	$	3,800.00	
EA	72	6" Vertical 45° Bend	$	475.00	$	34,200.00	
EA	4	6" Plug	$	2,350.00	$	9,400.00	
EA	13	Single Service - Short	$	1,100.00	$	14,300.00	
EA	19	Single Service - Long	$	1,300.00	$	24,700.00	
EA	44	Double Service - Short	$	1,700.00	$	74,800.00	
EA	67	Double Service - Long	$	1,900.00	$	127,300.00	
LS	1	Reclaimed Water System Testing & Inspection	$	43,970.00	$	43,970.00	
				Subtotal =  $	918,520.00