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 Wednesday, December 14, 2022, at 1:00 P.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:	792 560 599 #

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]
Consideration of the Minutes of the November 8, 2022, Landowners’ Election Meeting
Consideration of the Minutes of the November 9, 2022, Board of Supervisors’ Meeting
Consideration of the Minutes of the November 22, 2022, Continued Board of Supervisors’ Meeting
Consideration of Resolution 2023-12, Canvassing and Certifying the Results of the Landowners’ Election
Consideration of Resolution 2023-13, Election of Officers

Business Matters
Consideration of Resolution 2023-11, Bring Down Assessment Resolution (provided under separate cover)
Consideration of the Supplemental Engineer’s Report (Phases I, II, III & IV-C – IV-F)
Consideration of the Supplemental Assessment Methodology Report (Phases I, II, III & IV-C – IV-F)
Consideration of the Legal Description (Phases I, II, III & IV-C – IV-F)
Consideration of Resolution 2023-14, Bond Delegation Award Resolution (Phases I, II, III & IV-C – IV-F)
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 Pest Control Proposal
Consideration of Change Order No. 4 for Morgan’s Glen Phases IC & IIB

Consideration of Change Order No. 7 Under Work Authorization No. 1
Ratification of Payment Authorizations Nos. 002 - 005
Ratification of Funding Requests Nos. 143 - 160

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

Supervisor Requests and Audience Comments Adjournment

North River Ranch Improvement Stewardship District

Minutes of the November 8, 2022, Landowners’ Election Meeting

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT LANDOWNERS’ ELECTION MEETING MINUTES
Tuesday, November 8, 2022 at 1:00 p.m. 8141 Lakewood Main Street
Bradenton, FL 34202

Present in person or via phone:

Vivian Carvalho	District Manager- PFM Group Consulting LLC		
Jorge Jimenez	ADM- PFM Group Consulting LLC	(via phone)	
John McKay	Proxy Holder		

FIRST ORDER OF BUSINESS	Call to Order

The meeting was called to order at 1:15 p.m. Ms. Carvalho noted that the meeting was properly advertised and noticed.

SECOND ORDER OF BUSINESS	Appointment of Meeting Chairman

Ms. Carvalho appointed herself as the Chair for the meeting.

Identification of Landowners and/or Landowner’s Proxy Holder(s)

Mr. John McKay was identified as the authorized proxy holder for Ms. Curran, Mr. Goben, and Haval Farms LLC. This is a total of 1,745 votes to cast.

Call for Nominations

Mr. Mckay nominated Janice Snow for Seat 2 and John Leinaweaver for Seat 3. received 862 vites and John Leinaweaver received 862 votes.

Election of Supervisors

Janice Snow received a total of 862 votes and will occupy Seat 2. John Leinaweeaver received a total of 862 votes and will occupy Seat 3. Both will serve a 4 year term.

There were no additional items to discuss. The meeting was adjourned by Ms. Carvalho at 1:19 p.m.

Secretary/Assistant Secretary	Chairperson/Vice Chairperson

North River Ranch Improvement Stewardship District

Minutes of the November 9, 2022, Board of Supervisors’ Meeting

MINUTES OF MEETING

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT BOARD OF SUPERVISORS’ MEETING MINUTES
Wednesday, November 9, 2022, at 1:30 p.m. 8141 Lakewood Main Street,
Bradenton, FL 34202
Board Members present via phone or in person: Pete Williams	Chair
Janice Snow	Vice Chair
John Leinaweaver Assistant Secretary Dale Weidemiller Assistant Secretary John Blakley	Assistant Secretary

Also present via phone or in person:

Vivian Carvalho	PFM Group Consulting LLC – District Manager	(via phone)	
Venessa Ripoll	PFM Group Consulting LLC – District Manager	(via phone)	
Jorge Jimenez	PFM Group Consulting LLC – ADM	(via phone)	
Amanda Lane	PFM Group Consulting LLC – District Accountant	(via phone)	
Kevin Plenzler	PFM Financial Advisors LLC	(via phone)	
Michael Dennis	Public Financial Advisors LLC	(via phone)	
Johnathan Johnson	Kutak Rock LLP- District Counsel	(via phone)	
Joe Brown	Kutak Rock LLP- District Counsel		
Mike Kennedy	Stantec	(via phone)	
Tom Panaseny	Neal Communities	(via phone)	
John McKay	J.H. McKay LLC		
Chris Fisher	Clearview Land Design-NRR District Engineer	(via phone)	
Jon M Hall			

FIRST ORDER OF BUSINESS	Administrative Matters Call to Order and Roll Call
The Board of Supervisors’ Meeting for North River Ranch ISD was called to order at 1:30 p.m.
Mr. Williams proceeded with roll call and confirmed quorum to proceed with the meeting. Those in attendance are outlined above either in person or via speakerphone.

Public Comment Period

There was no one from the public present.

Consideration of the Minutes of the October 12, 2022, Board of Supervisors’ Meeting

The Board reviewed the Minutes of the October 12, 2022 Board of Supervisors’ Meeting.

ON MOTION by Mr. Weidemiller, seconded by Mr. Leinaweaver, with all in favor, the Board approved the Minutes of the October 12, 2022 Board of Supervisors’ Meeting.

Agenda items 2 - 5 were suggested to be tabled and moved to a continued meeting at a later date, tentatively November 22, 2022.

SECOND ORDER OF BUSINESS	Business Matters

Consideration	of Engineer’s Report

the	Supplemental

The item was tabled.

The item was tabled.

Consideration	of	the	Supplemental Assessment Methodology Report

Consideration of the Legal Description

The item was tabled.

The item was tabled.

Consideration	of	Resolution	2023-10,
Bond Delegation Award Resolution
Form	of	Supplemental	trust Indenture
Form of Purchase Agreement
Preliminary	Limited	Offering Memorandum
Form of Continuing Disclosure Agreement

Ratification of Arbitrage Rebate Services Engagement Letter with PFM Asset Management

ON MOTION by Mr. Weidemiller, seconded by Mr. Leinaweaver, with all in favor, the Board ratified the Arbitrage Rebate Services Engagement Letter with PFM Asset Management.

Consideration of Irrigation Monitoring Proposal from Balleneger Irrigation

The item was skipped and addressed later in the meeting.

Consideration of Mass Grading Proposal from Driggers Engineering Services Inc.

Mr. Panaseny asked that the Mass Grading Proposal from Driggers Engineering be withdrawn from the agenda as the proposal needs to be revised.

Consideration of Change Order No. 6 Under Work Authorization No. 1

Mr. Kennedy stated that it is a request for an adiditional $10,000.00 for work that Stantec designed and work that Clearview designed and to make the bidding smoother. There are two projects out for bids that will be presented to the Board at a later meeting.

ON MOTION by Mr. Leinaweaver, seconded by Mr. Blakley, with all in favor, the Board approved the Change Order No. 6 Under Work Authorization No. 1.

The Board addressed the Ballenger Irrigation Proposal that was skipped.

Mr. Williams noted that the proposal was for $750.00 a month for a grand total of $9,000.00 for the year.

ON MOTION by Mr. Blakley, seconded by Mr. Leinaweaver , with all in favor, the Board approved the Irrigation Monitoring Proposal from Ballenger Irrigation.

Ratification of Payment Authorization No. 001

ON MOTION by Mr. Weidemiller, seconded by Ms. Snow, with all in favor, the Board ratified payment authorization No. 001

Ratification of Funding Request No. 129- 142

ON MOTION by Mr. Williams, seconded by Mr. Weidemiller, with all in favor, the Board ratified the Funding Request No. 129- 142.

Ms. Snow had a question regarding the website price, Ms. Carvalho is going to follow up with receiving credit.

Mr. Williams requested moving up the staff reports before the meeting turned to a closed session.

THIRD ORDER OF BUSINESS	Other Business

Staff Reports

District Counsel – No report

District Engineer – No report

District Manager – Ms. Carvalho requested that meetings be moved to 1:15 p.m. on the second Wednesday of the month starting in December.

ON MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the Board approved moving the time of the meetings to 1:15 p.m.

Lifestyle Manager – Ms. Snow mentioned that they currently have an Interim Director for the Lifestyle Manager position. Mr. Fisher stated that he had no report. The Board confirmed that they would continue this meeting on November 22 at 11:00 a.m.

Ms. Carvalho noted that the Closed Shade Session was properly noticed. The Board entered a closed session at 1:42 p.m.

ON MOTION by Mr. Williams, seconded by Ms. Snow, with all in favor, the Board ended the Closed Shade Session at 2:52 p.m.

Audience	Comments	and	Supervisor Requests

There were no audience comments or supervisor requests.

FOURTH ORDER OF BUSINESS	Continuance

There were no other questions or comments.

ON MOTION by Mr. Weidemiller, seconded by Mr. Blakley, with all in favor, the November 9, 2022 Board of Supervisor’s Meeting for the North River Ranch Improvement Stewardship District was continued to November 22, 2022 at 11:00 a.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

North River Ranch Improvement Stewardship District

Minutes of the November 22, 2022, Continued Board of Supervisors’ Meeting

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT CONTINUED BOARD OF SUPERVISORS’ MEETING MINUTES
Tuesday, November 22, 2022, at 11:00 a.m. 8141 Lakewood Main Street,
Bradenton, FL 34202

Board Members present via phone or in person:

Pete Williams	Chair	(via phone)	
Janice Snow	Vice Chair		
John Leinaweaver	Assistant Secretary		
Dale Weidemiller	Assistant Secretary		
John Blakley	Assistant Secretary	(via phone)	

Also present via phone or in person:

Vivian Carvalho	PFM Group Consulting LLC – District Manager		
Jorge Jimenez	PFM Group Consulting LLC – ADM	(via phone)	
Amy Champagne	PFM Group Consulting LLC – District Accountant	(via phone)	
Amanda Lane	PFM Group Consulting LLC – District Accountant	(via phone)	
Kevin Plenzler	PFM Financial Advisors LLC	(via phone)	
Rob Engle	Stantec - District Engineer	(via phone)	
Johnathan Johnson	Kutak Rock LLP- District Counsel	(via phone)	
Misty Taylor	Bryant Miller Olive	(via phone)	
Sarah Warren	Bryant Miller Olive	(via phone)	
Sete Zare	MBS Capital	(via phone)	
Ed Bulleit	MBS Capital	(via phone)	
Andy Richardson	Neal Land	(via phone)	
Tom Panaseny	Neal Land	(via phone)	
John McKay	J.H. McKay LLC		
Chris Fisher	Clearview Land Design-NRR District Engineer	(via phone)	

FIRST ORDER OF BUSINESS	Administrative Matters Call to Order and Roll Call
The Board of Supervisors’ Meeting for North River Ranch ISD was called to order at 11:03 a.m. Ms. Carvalho proceeded with roll call and confirmed quorum to proceed with the meeting. Those in attendance are outlined above either in person or via speakerphone.

Public Comment Period

There were no comments from the public.

Consideration	of	the	Supplemental Engineer’s Report

Mr. Engle reviewed the report for the Board. This report is regarding the Phase 2 Intrastructure Improvements Series 2022 Project. This project would provide infrastructure within Phase 2 of the project which represents about 65 acres for the northern part of Phase 2. This infrastructure would serve a 150 bed hospital, 125 sq ft of medical office, anda 707 unit apartmernt complex. This would also include roadway, utility, and drainage for the project including 3 access points. Landscaping, entry features, and trails are also included as detailed in the report. The acrage stated for the Stewardship District has been amended by 11 acres, the correct agcrage is 2,001 acres. The zoning for the improvements has been approved as of July 2022, they are currently in process of clearing and mass grading permits and expect them in the first quarter of 2023.

Table 1 states that they are under development of plans for the construction plans for the stated infrastructure, they will be permitted through Manatee County and the state of Florida. There are two roadway connections on US 301 that will require DOT permit access that will be developed as full scale intersections.

Table 2 reviews the cost summary which is estimated at $19,040,477.38 which includes the roadways, street lighting, drainage, utilities (portable water, sprinkler water, and sanitay sewer), landscaping, lakes and irrigation, trails and minor amenities, and the professional fees that go along with the project including entrance features and contingenicies.

ON MOTION by Mr. Weidemiller, seconded by Ms. Snow, with all in favor, the Board approved the Supplemental Engineer’s Report with the amended acrage listed in the report.

Consideration	of	the	Supplemental Assessment Methodology Report

Mr. Plenzler reviewed the report for the Board. Table 4 shows the estimated value as
$13,850.000.00 for the Series 2022 Bond issuance at an average rate of 6.25%. Table 5 shows the allocation of assessments and the annual assessment rates associated with the issuance. They believe the assessments are reasonably and equitably allocated.

ON MOTION by Mr. Leinaweaver, seconded by Mr. Weidemiller, with all in favor, the Board approved the Supplemental Assessment Methodology Report.

Consideration of Legal Description

Ms. Carvalho gave a brief description of the legal description. There was no further action required by the Board at this time.

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

Ms. Warren reviewed the resolution for the Board. The Board adopted the Master Bond Resolution in July of 2021 which authorized the total not to exceed amount of bonds to be issued by the district in one or more series at some point in the future for the bonds to be authorized. The subsequent resolution before the Board authorizes a particular series of bonds to be issued by the District. The amount not to exceed is $15,000,000.00 in special assessment revenue bonds for the purpose of financing the acquisition and construction of the Fieldstone Phase 2 project (Series 2022 Project as referred to in the document as well as the bonds). This resolution makes the authorization and approves certain documents in substantial form to be used in connection with the marketing and the issuance in closing of the Series 2022 Bonds.

Section 2 authorizes the sale of a principal amount not to exceed $15,000,000.00 of Series 2022 Bonds. Section 3 approves in substantial form a first supplemental trust indenture which will govern the bonds that form a first suplimental trust indenture. Section 4 appoints MBS Capital Markets as the underwriter and authorizes them to market and sell the bonds. Section 5 approves in substantial form a bond purchase agreement and authorizes the Chair or Vice Chair to execute that agreement for the sale of the bonds which is subject to parameters that are set forth in Section
5. Section 6 approves a form of preliminary limited offering memorandum which is the document to be used in the marketing of the bonds. Section 7 approves in substantial form a continuing disclosure agreement. Section 8 appoints US Bank Trust company as the trustee and paying agent. Section 13 approves the Engineers report that was just presented in substantial form and authorizes the Chair to approve certain revisions or corrections that need to be made to finalize it for purposes of attaching it to the offering statement. Section 14 approves the assessment report that was just presented in substantial form that also authorizes the Chair to make certain revisions or corrections.

ON MOTION by Mr. Weidemiller, seconded by Mr. Leinaweaver , with all in favor, the Board approved Resolution 2023-10, Bond Delegation Award Resolution.

Ms. Taylor had provided a DTC letter that needs to be executed.

Review and Consideration of Letter of Recommendation of Award to RIPA & Associates LLC for Phase 4C Amenity Center Project

Mr. Engle stated that they had received bids on November 7, 2022 concerning the Amenity Center 4C, RIPA & Associates LLC was the only contractor who submitted a proposal which amounted to $7,268,995.00. They are one of the pre-qualified contractors.

ON MOTION by Mr. Weidemiller, seconded by Ms. Snow, with all in favor, the Board approved the 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

Mr. Engle stated that they had opened a second bid for the Phase 4-C1 Roadways and Utilities Project. Ripa was the only contractor who submitted a proposal which amounted to
$10,249,997.00. They are one of the pre-qualified contractors.

ON MOTION by Ms. Snow, seconded by Mr. Leinaweaver, with all in favor, the Board approved the Letter of Recommendation of Award to RIPA & Associates LLC for Phase 4-C1 Roadways and Utilities Project.

THIRD ORDER OF BUSINESS	Other Business

Staff Reports

District Counsel – No specific report but gave a general report of the finance matters.

District Engineer – No report.

District Manager – Ms. Carvalho stated that the next meeting is scheduled for December 14, 2022 which will have a pre-closing after the meeting.

Lifestyle Manager – No report.

Audience	Comments	and	Supervisor Requests

Mr. Weidemiller had some questions to District Counsel and requested Mr. Johnson to contact him directly.

FOURTH ORDER OF BUSINESS	Adjournment

There were no other questions or comments.

ON MOTION by Mr. Leinaweaver, seconded by Mr. Weidemiller, with all in favor, the November 22, 2022 Continued Board of Supervisor’s Meeting for the North River Ranch Improvement Stewardship District was adjourned at 11:27 a.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

North River Ranch Improvement Stewardship District

Resolution 2023-12, Canvassing and Certifying the
Results of the Landowners’ Election

RESOLUTION 2023-12

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS’ ELECTION OF SUPERVISORS HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS the North River Ranch Improvement Stewardship District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 2020-191, Laws of Florida, and situated within Manatee County, Florida; and

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

WHEREAS, such landowners meeting was held on November 8, 2022, the Minutes of which are attached hereto as Exhibit A, and at which the below recited persons were duly elected by virtue of the votes cast in his/her favor; and

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

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT:

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

Janice Snow		Seat 2	Votes 862	
John Leinaweaver		Seat 3	Votes 862	

Section 2. In accordance with Section 190.006(2), Florida Statutes, and by virtue of the number of votes cast for the Supervisor, the above-named person is declared to have been elected for the following term of office:

Janice Snow		Four (4) Year Term
John Leinaweaver 	Four (4) Year Term

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

PASSED AND ADOPTED THIS 14th DAY OF DECEMBER 2022.

Attest:

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

 	
Secretary/Assistant Secretary	Chair/Vice Chair

North River Ranch Improvement Stewardship District

Resolution 2023-13, Election of Officers

RESOLUTION 2023-13

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT ELECTING THE OFFICERS OF THE DISTRICT AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the North River Ranch Improvement Stewardship District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 2020-191, Laws of Florida, and situated within Manatee County, Florida; and

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

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT:

Section 1.				 is elected Chair. Section 2.			 is elected Vice Chair. Section 3.			 is elected Secretary.
	 is elected Assistant Secretary.

	 is elected Assistant Secretary.

	 is elected Assistant Secretary.

	 is elected Assistant Secretary.

Section 4.		 is elected Treasurer.

Section 5.		 is elected Assistant Treasurer.

Section 6.	All Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict.

Section 7.	This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED THIS 14th DAY of DECEMBER 2022.

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP
Attest:	DISTRICT

Secretary/Assistant Secretary	Chair/Vice-Chair

North River Ranch Improvement Stewardship District

Resolution 2023-11,
Bring Down Assessment Resolution
(provided under separate cover)

North River Ranch Improvement Stewardship District

Supplemental Engineer’s Report (Phases I, II, III & IV-C – IV-F)

North River Ranch Improvement Stewardship District
District Engineer SUPPLEMENTAL REPORT FOR PROJECT
PHASES I, II, III AND PHASES IV-C THROUGH IV-F

JULY 2022

Prepared for:
North River Ranch Improvement Stewardship District
Manatee County, Florida

Prepared by:

Christopher Fisher, P.E. Clearview Land Design, P.L. Tampa, Florida

June 2022

Board of Supervisors
North River Ranch Improvement Stewardship District

RE:	North River Ranch Improvement Stewardship District
District Engineer Supplemental Report for Phases I, II, III, & Subphases IV-C, IV-D, IV-E, IV-F

To Whom It May Concern:

Pursuant to the Board of Supervisor’s authorization, Clearview Land Design, P.L. is pleased to submit this Engineer’s Report for the proposed Capital Improvement Plan for the North River Ranch Improvement Stewardship District. This report has been prepared on behalf of the District in connection with the financing for these proposed improvements. A detailed description of the improvements and their corresponding estimates of costs are outlined in the following report.

Thank you for this opportunity to be of professional service. Sincerely,
CLEARVIEW LAND DESIGN, P.L.

Christopher Fisher, P.E.
P:\North River Ranch\North River Ranch CDD\DRAFTS\2021.11.XX_cmf.CDD Phase IV-C, IV-D, IV-E Supplemental Report of District Engineer.docx

3010 W Azeele Street Suite 150 Tampa, FL 33609 Phone (813) 223-3919 Fax (813) 223-3975

TABLE OF CONTENTS

Page No.
TRANSMITTAL LETTER	2
INTRODUCTION	4
PURPOSE AND SCOPE	4
LAND USE	6
GOVERNMENTAL ACTIONS	6
CAPITAL IMPROVEMENT PLAN	7
OWNERSHIP AND MAINTENANCE	12
SUMMARY AND CONCLUSION	12

Exhibits

Vicinity Map
North River Ranch Boundary Metes & Bounds Description and Map
Summary of Estimated Project Costs
Permit and Construction Approval Status
Clarification of Acquisition, Construction, Installation, Landowner Funding & Reimbursement Agreement
Phases I, II, III, & Subphases IV-C, IV-D, IV-E, & IV-F Development Plan
Phases I, II, III, & Subphases IV-C, IV-D, IV-E, & IV-F Private Costs

Purpose and scope

The Fieldstone Community Development District and the North River Ranch Community Development District, (CDDs) merged into the North River Ranch Improvement Stewardship District (“NRRISD”), a special purpose unit of local government established by the Florida Legislature pursuant to Chapter 2020-191, Laws of Florida (“Act”) enacted on June 9th, 2021, when the NRRISD filed the Resolutions the Merger Agreements with Manatee County.

The District is located within Sections 7, 8 9, 16, 17 & 18, Township 33 South, Range 19 East. Exhibit A is a Vicinity Map of the District. The District was formed to provide necessary, public infrastructure so that the lands within the District can be developed as a residential community. Access to the Development (as defined below) will be various entrances off Fort Hamer Road, Moccasin Wallow Road, and US 301. As a part of this Development, Manatee County will require the construction and dedication of an east/west roadway that will connect US 301 and be constructed as necessary to serve the District lands. This road was previously referred to as “Road FF” is now called North River Ranch Trail and will provide access to the District as well. The lands constituting the District are presently intended for development into a master planned community known as North River Ranch (the “Development”). Exhibit B provides a Boundary Metes & Bounds Description and Map of the District. The majority of all public infrastructure is wholly contained within the limits of the District. Offsite improvements are required at the Moccasin Wallow Road and Fort Hamer Road intersection that will include signalizing the intersection (complete), a second eastbound left turn lane (if required), and a southbound left-turn lane. Extensions and widening of Fort Hamer Road will be required in the future.

The District Engineer’s Report dated July 27, 2021 describes the capital improvement program for the District (the "CIP") which is estimated to cost approximately $219 million and includes stormwater management facilities, potable water, reclaimed and irrigation distribution, wastewater collections and transmission facilities, clearing earthwork, offsite roadway improvements, offsite utility improvements, and professional fees. The capital improvements described in the CIP will be constructed in multiple phases over time. The purpose of this Supplemental Report is to assist with the financing and construction of the next phases of the Development estimated to cost approximately $144.2 million which includes certain master infrastructure improvements related to offsite roadway and utilities and neighborhood infrastructure costs allocable to Master Stormwater Improvements for Phases I, II, II and Subphases IV-C through IV-F, the infrastructure for Phases I, II, III and Subphases IV-C through IV-F, and the extension of Fort Hamer Road and North River Ranch Trail. The remaining residential portion of the improvements are planned for 2,503 residential units. Refer to Exhibit C for a cost summary of the Project. Public infrastructure and land improvements needed to service the Development include construction of subdivision infrastructure improvements.

This Supplemental Engineer’s Report for the Project reflects the District’s present intentions. The implementation and completion of any improvement outlined in this report requires final approval by the District’s Board of Supervisors, including the award of contracts for the construction of the improvements and/or acquisition of finished improvements constructed by others. Cost estimates contained in this report have been prepared based on the District Engineer’s Preliminary Opinion of Probable Cost. These estimates may not reflect final engineering design or complete environmental permitting. Actual costs will vary based upon final plans, design, planning, approvals from regulatory authorities, inflation, etc. Nevertheless, all costs contained herein may be reasonably expected to adequately fund the improvements described, and contingency costs as included are reasonable.

THE PROJECT

The Project presently intends to provide master stormwater facilities for Phases I, II, III and Subphases IV-C, IV- D, IV-E, IV-F, the extension of Fort Hamer Road and North River Ranch Trail and infrastructure for Phases I, II, III and ubphases IV-C through IV-F, which is a residential component of the Project consisting of 2,503 residential lots. These infrastructure improvements consist of earthwork, stormwater management facilities, potable water, reclaimed and irrigation water transmission systems, wastewater collection and transmission facilities, roadways, landscaping, and hardscape. The professional service costs associated with the design, permitting, construction, and inspection of these improvements have been included.

The landowners currently include Haval Farms, LLC, Citadel Asset Group, LLC and Fortress Investors Management, LLC . Fortress Investors Management, LLC will serve as the primary developer of the Development (the “Developer”). The Developer or its assignees/successors may construct infrastructure improvements for the Development and these improvements will be acquired by the District with proceeds of bonds issued by the District. The Developer will construct the balance of the infrastructure improvements needed for the development that is not financed by the District.

The proposed infrastructure improvements, as outlined herein, are necessary for the functional development of the Development as required by the County.

This Engineer's Report reflects the District's present intentions based on the Developer’s development plan. The implementation and completion of the CIP of the District outlined in this report requires final approval by the District's Board of Supervisors, including the award of contracts for the construction and/or acquisition of the improvements comprising the CIP. Cost estimates contained in this report have been prepared based on the best available information, including bid documents and pay requests where available. These estimates may not reflect final engineering design. Actual costs will vary based upon final plans, design, planning, approvals from regulatory

authorities, inflation, etc. Nevertheless, all costs contained herein, may be reasonably expected to adequately fund the improvements described, and contingency costs as included are reasonable.

LAND USE

The District is located within unincorporated Manatee County, Florida. Parcels within the boundary of the District are partially developed, approximately 1,436.1 acres remains undeveloped (including 137 acres for an existing FPL transmission easement). The land contains 3 different PDMU zonings and is subject to two Land Development Agreements.
PDMU-18-23- (P); Morgan’s Glen; approved June 6th, 2019 & May 4th, 2021
PDMU-18-06 (G); Villages of Amazon South; approved April 4th, 2019
PDMU-17-26 (Z) (G); Haval Farm; approved September 13th, 2019

As stated, the lands within the District encompass approximately 1,436.1 acres. The District is planned to ultimately include a mixture of single-family, townhome, and villa residential units along with commercial parcels.

More specifically, Phases I, II, III and Subphases IV-C through IV-F of the Development consisting of 1,269± acres is planned for 2,503 residential units consisting of 68 attached villas, 210 townhome units and 2,225 single-family units as detailed in Exhibit F. Land uses within Phases I, II, III and subphases IV-C through IV-F of the Development are planned to include the following approximate areas: Such information is subject to change.

Proposed Land Use	Approximate Acreage	Units	
Rights of Way	119		
Fort Hamer Trail	30		
Lots	313	2503	
Wetlands	144		
Park Sites	17		
School Site	30		
Commercial Outparacels	43		
Lakes	267		
Open Space	306		
Total	1269	2503	

GOVERNMENTAL ACTIONS

The Development will be under the jurisdiction and review of Manatee County, Southwest Florida Water Management District (SWFMD), and the Florida Department of Environmental Protection (FDEP). The permit status for the public improvements is summarized in Exhibit D included with this report.

The following permits will be required for the development of Phases I, II, III and Subphases IV-C, IV-D, IV-E, IV-F and the Fort Hamer Road Second Extension:

Phase	

# Units	

Zoning	

FDEP	Manatee County
Construction Permits	

SWFWMD	Anticipated
Start of Construction	Anticipated
Completion of Construction	
Fort Hamer Road
2nd Extension	0	Yes	X	4/21/2022	11/19/2021	2nd Q2022	1st Q2023	
(IV-C)-(IV-F)
Mass Grade	882	Yes	No Permit
Required	
X	
X	2nd Q2022	
2nd Q2023	
IV-C1	256	Yes	X	X	X	2nd Q2022	2nd Q2023	

Development activities for Phase IV-C1 consisting of 256 residential units is expected to commence in the third quarter of 2022 with completion expected by the second quarter of 2023. Development activities for Fort Hamer Road 2nd Extension has begun in the second quarter of 2022 and it is anticipated to be complete by the first quarter of 2023.

The remaining residential subphases (IV-C2 through IV-F) will require Manatee County construction plan approval, SWFWMD and FDEP permits prior to infrastructure construction, but will have an underlaying mass grading permit to begin earthwork construction on them via the mass grading approval.

The remaining residential Phases I, II & III will require Manatee County construction plan approval, SWFWMD and FDEP permits prior to infrastructure construction.

As detailed by Phase further herein, development activities on subsequent phases of this project phase of the District are expected to commence in first quarter of 2023 with completion anticipated in 2024, subject to market conditions.

It is our opinion that there are no technical reasons existing at this time which would prohibit the implementation of the plans for the CIP as presented herein and that permits normally obtained by site development engineers, not heretofore issued and which are necessary to effect the improvements described herein, will be obtained during the

ordinary course of development. The permit status for the public improvements is summarized in Exhibit D included with this report.

CAPITAL IMPROVEMENT PLAN

The District’s CIP includes infrastructure improvements that will provide special benefit to all assessable land within the District. Said improvements include earthwork, offsite roadway improvements, stormwater management facilities including those associated with such roadway improvements, on-site water and wastewater facilities, recreational facilities/parks, landscaping, hardscape, and sidewalk improvements all within public rights-of-way or on District owned lands and associated professional fees. The estimated total cost of the Project is $144,240,873.46 which includes Master Stormwater improvements for Phases I, II, III and Subphases IV-C through IV-F, Fort Hamer Road 2nd Extension and infrastructure for Phases I, II, III and subphases IV-C through IV-F. Refer to Exhibit C for a summary of the costs by infrastructure category for the Project. The private lot grading, over excavating of the stormwater ponds and enhanced landscaping costs of the Development will be funded by the Developer (“Private Costs”).

The current plan of development of this phase of the CIP is to be constructed in Three (3) Phases and seven (7) phases/subphases (see table below), and ultimately it is expected that once completed it will support the construction of approximately 2,503 residential dwelling units.

Construction Phasing (*)	
Total No. of Units	
Estimated Completion Date	
Phase I	470	2027	
Phase II	469	2025	
Phase III	682	2026	
Phase IV-C1	256	2022	
Phase IV-C2	180	2022	
Phase IV-D1	66	2023	
Phase IV-D2	142	2024	
Phase IV-E1	60	2023	
Phase IV-E2	68	2024	
Phase IV-F	110	2024	
Total Number of Units	2503		
(*) Phasing, number of units, and timing of units is subject to change.

ROADWAYS

Primary vehicular access to the Project is to be provided with entrances off Fort Hamer Road and a secondary entrance off US 301 with the future construction of “North River Ranch Trail”. The main entrances to the District from Fort Hamer Road, will be 2-lane roads with sidewalks and landscaping. Fort Hamer Road will be extended to the north as necessary to serve the development. The other access entrance to the District off US 301 will be North River Ranch Trail, a 2-lane thoroughfare road running east/west through the project. North River Ranch Trail will have on street parking, bikes lanes, and sidewalks. Streetlights may be required and if so the District will fund and construct the street lights. Internal roads will be undivided 2-lane residential streets with sidewalks and street lighting. The offsite access improvements on Moccasin Wallow Road will comply with the roadway design criteria of The Florida Department of Transportation (FDOT). The internal roadway design will comply with Manatee County transportation design criteria. The District will fund and construct the offsite improvements and the access improvements within the District or in the alternative acquire much completed improvements from the Developer. Manatee County will own, operate, and maintain the improvements on Moccasin Wallow Road as well as Fort Hamer Road and North River Ranch Trail. The District will construct the internal roadways. When the District does construct or acquire the roadways, they may be conveyed to Manatee County.

All roadways within Phases I, II, III and Subphases IV-C through IV-F are planned to be conveyed to Manatee County for ownership and maintenance.

STORMWATER MANAGEMENT

The County and the Southwest Florida Water Management District (SWFWMD) regulate the design criterion for the stormwater management system within the District. The District is located within the Little Manatee River Watershed. The pre-development site runoff and water management conditions have been developed by the County and SWFWMD. The existing, onsite, naturally occurring wetlands have been delineated by SWFWMD.

The stormwater management plan for the District focuses on utilizing newly constructed ponds in the uplands for stormwater treatment in conjunction with the naturally occurring wetlands.

The primary objectives of the stormwater management system for the District are:
To provide a stormwater conveyance and storage system, which includes stormwater quality treatment.
To adequately protect development within the District from regulatory-defined rainfall events.
To maintain wetland hydroperiods.
To ensure that adverse stormwater impacts do not occur upstream or downstream as a result of the

Development.
To satisfactorily accommodate stormwater runoff from adjacent off-site areas that naturally drains through the District. Accommodating existing drainage conditions is a requirement of more than one regulatory agency and is an integral part of the infrastructure improvements constructed with development projects.

The stormwater collection and outfall systems will be a combination of site grading, earthwork, stabilization, curb inlets, pipe culverts, control structures and open waterways. Wetland hydroperiods (normal pool and season high water elevations) will be maintained through proper design and maintenance of the outfall control structures. The District will fund and construct the stormwater management system or in the alternative acquire the completed system from the Developer. Curb inlets and pipe culverts in the District rights-of-ways will be owned, operated and maintained by the District as they are necessary components of the stormwater management system. The District will not finance the cost of the earthwork and site grading except to the extent it is necessary to facilitate the stormwater management system.

Ponds that will serve the stormwater management system for the Project will be constructed as needed. There is not a need to construct any additional stormwater ponds or facilities outside the limits of these phases.

WASTEWATER COLLECTION

The District is within Manatee County’s Service Area which will provide wastewater treatment service. The District will fund the construction of the wastewater system or in the alternative acquire the completed system from the Developer. When completed, the County will own, operate and maintain the District’s internal wastewater systems.

The County’s onsite wastewater system will consist of gravity collection lines with appurtenant manholes, and a pump station discharging to a force main that will connect to the existing County force main in the Fort Hamer Road right-of-way. Offsite utility extensions will be required before all of the units are constructed.
WATER DISTRIBUTION SYSTEM

The District is within Manatee County’s Service Area which will provide potable water service. The District will fund the construction of the potable water system or in the alternative acquire the completed system from the Developer. When completed, the County will own, operate and maintain the District’s internal potable water systems.
The County’s onsite potable water system will consist of distribution lines of varying sizes with appurtenant valves and backflow prevention equipment connecting to the existing water transmission lines in the Fort Hamer Road right of way.

LANDSCAPING

Significant landscape features and associated irrigation systems are planned for the public rights of way and District owned lands relating to the CIP. These features may include District entry monumentation at the entrances of the District, installation of irrigation wells, irrigation systems, and the perimeter buffer areas. The District will fund, construct, operate and maintain entry monumentation, irrigation systems and landscaping in publicly accessible areas of the District. The District will fund, construct, and maintain perimeter berms. In the alternative, the Developer may construct these improvements and convey the same to the District.

There will be significant buffer plantings that will be installed along Fort Hamer Road with the construction of Fort Hamer Road 2nd Extension and North River Ranch Trail.

RECREATIONAL FACILITIES

Recreational facilities will be funded and maintained by the District, which may include a clubhouse, pool area, tot lot(s), dog park, trails and other recreational features. The recreational components will generally be within District open space, parks and other public areas. The District will fund, construct and/or acquire, own and maintain these recreational facilities.

The main amenity center for the district will be located within this phase of the project. The amenity center will feature a large community gathering building, game room, expansive event lawn, resort style pool and miles of nature trails that will connect to the extensive trail network throughout North River Ranch. All associated parking and utility infrastructure will be installed with the development of this facility.

PROFESSIONAL SERVICES

Professional fees include civil engineering costs for master planning, site design, permitting, preparation of construction plans, inspection and survey costs for construction staking, preparation of record drawings and preparation of preliminary and final plats.

Professional fees also may include geotechnical costs for pre-design soil borings, underdrain analysis, soil stabilization, and construction testing, architectural costs for landscaping, fees associated with transportation planning and design, environmental consultation, irrigation system design and fees for permitting, as well as costs for legal and engineering services associated with the administration of the District's CIP.

OWNERSHIP AND MAINTENANCE

The ownership and maintenance responsibilities of the proposed infrastructure improvements for the development are set forth below.

Proposed Infrastructure Improvements	
Ownership	
Maintenance	
			
Internal Roadway Improvements	Manatee County	Manatee County	
Access Roadway Improvements on Moccasin Wallow Rd	Manatee County	Manatee County	
“North River Ranch Trail”	Manatee County	Manatee County	
Stormwater Management System	NRRISD	NRRISD	
Wastewater Collection System including the on-site Transmission System for Single Family Residences	Manatee County	Manatee County	
Water Distribution System including the Transmission System	Manatee County	Manatee County	
Landscaping and Irrigation Systems within public rights-of- way and district owned lands	NRRISD	NRRISD	
Amenity Center	NRRISD	NRRISD	

PROJECT COSTS

The CIP’s identifiable total costs associated with the infrastructure improvements are estimated to be
$144,240,873.46. The infrastructure improvements include: roadways, sewer, water, storm water management systems, recreational facilities and landscaping and irrigation as well as hardscape elements. It is understood that the funds available to the District to construct or acquire the improvements comprising the CIP, will be limited. Any such District improvements not financed by the District will be constructed and conveyed to the District by the Developer pursuant to an Acquisition and Developer Funding Agreement.
Exhibit C outlines the anticipated costs associated with the construction of the Project.

SUMMARY AND CONCLUSION

The infrastructure, as outlined above, is necessary for the functional progression of the Development within the District as required by the County. The planning and design of the infrastructure will be in accordance with current governmental regulatory requirements. The infrastructure will provide its intended function so long as the construction is in substantial compliance with the design and permits. The platting, design and permitting for the public infrastructure are ongoing at this time and there is no reason to believe such permits will not be obtained.
Items of construction in this report are based on preliminary plan quantities for the infrastructure construction as shown on the master plans, conceptual plans, construction drawings and specifications. It is my professional

opinion that the estimated infrastructure costs provided herein for the District improvements comprising the CIP are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will provide a special benefit to the assembled land in the District, which special benefit will at least equal the costs of such improvements. All such infrastructure costs are public improvements or community facilities as set forth in Section 190.012(1) and (2) of the Florida Statues.
The infrastructure total construction cost developed in this report is only an estimate and not a guaranteed maximum price. The estimated cost is based on unit prices currently being experienced for ongoing and similar items of work in the Tampa Bay area and quantities as represented on the master plans. The labor market, future costs of equipment and materials, and the actual construction processes frequently vary and cannot be accurately forecasted. Due to this inherent opportunity for fluctuation in cost, the total final cost may be more or less than this estimate.
The professional services for establishing the opinion of estimated construction cost are consistent with the degree and care and skill exercised by members of the same profession under similar circumstances.

Christopher Fisher, P.E District Engineer
FL Registration No. 85555

EXHIBITS

Exhibit A	Vicinity Map of District

Exhibit B	Boundary Metes & Bounds Description of District Exhibit C	Summary of Estimated Project
Exhibit D	Permit and Construction Approval Status

Exhibit E	Phases I, II, III and Subphases IV-C Through IV-F Development Plan Exhibit F	Phases I, II, III and Subphases IV-C Through IV-F Private Costs

EXHIBIT A

VICINITY 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.

EXHIBIT B

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

LEGAL DESCRIPTION

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.

EXHIBIT C
SUMMARY OF ESTIMATED PROJECT COST

Summary of Costs North River Ranch Project
Community Development District

	North River Ranch Improvement Stewardship District ESTIMATED PROJECT COSTS

DISTRICT ELIGIBLE IMPROVEMENTS

Fort Hamer	Neighborhood
Road 2nd	Neighborhood	Master	Infrastructure
Extension	Amenity	Stormwater	(Phases I, II, III &
Improvements	Center	Improvements	Subphases IV-C1
through IV-F)
(2880 Lots)	(2880 Lots)	(2,503 Lots)	(2,503 Lots)	

Project Costs	

STORMWATER,	

$3,293,887.32

$2,214,284.07

$2,545,280.47

$875,000.00

$175,000.00

$575,000.00

$9,678,451.86
$677,491.63
$1,553,391.52	

$0.00

$1,250,000.00

$425,000.00

$250,000.00

$7,000,000.00

$0.00

$8,925,000.00
$624,750.00
$1,432,462.50	

$11,263,500.00

$0.00

$0.00

$0.00

$0.00

$0.00

$11,263,500.00
$788,445.00
$1,807,791.75	

$22,527,000.00

$21,275,500.00

$30,036,000.00

$8,760,500.00

$250,000.00

$4,505,400.00

$87,354,400.00
$6,114,808.00
$14,020,381.20	

$37,084,387.32

$24,739,784.07

$33,006,280.47

$9,885,500.00

$7,425,000.00

$5,080,400.00

$117,221,351.86
$8,205,494.63
$18,814,026.97	
DRAINAGE &						
EARTHWORK						
(EXCLUDING LOTS)						
ROADWAYS & PAVING						
WATER, WASTEWATER						
& RECLAIMED WATER						
LANDSCAPE,						
HARDSCAPE						
RECREATIONAL						
FACILITIES						
POWER & STREET						
LIGHTS						
SUBTOTAL						
PROFESSIONAL						
SERVICES (7%):						
CONTINGENCY (15%):						

TOTAL:	
$11,909,335.01	
$10,982,212.50	
$13,859,736.75	
$107,489,589.20	
$144,240,873.46	

EXHIBIT “D”

PERMIT AND CONSTRUCTION APPROVAL STATUS

EXHIBIT “D”
North River Ranch Community Development District

Project Name	Permit ID	Permit Number	Approval Date	Expiration Date	Remarks	
Haval Farms	PDMU/NCO	PDMU-17-26	03-14-19	-	Zoning Approval from Manatee County	
Haval Farms	ERP	780141/42044237.000	08-19-19	08-19-24	JD Wetland Survey	
North River Ranch Phases IV-A & IV-B	PSP/FSP	PLN2006-0049	03-22-2021	03-22-2025		
North River Ranch Phases IV-A & IV-B	ERP	43030935.024	11/03/2020	11/03/2025		
North River Ranch ACOE	N/A				No permit Required	
North River Ranch Phases IV-A Final Plat		PLN-2106-0094			Expect Recorded Plat Q3 of 2022	
North River Ranch Phase IV-A Certification					Expect final certification Q3 of 2022	
Amenity Center	PSP/FSP	PLN2202-0134			Permits to construct the amenity center will need to be obtained through SWFWMD and Manatee County. Roadway extensions from Fort Hamer will be required to serve the amenity center	
Fort Hamer Road 2nd Ext.	CP	PLN2106-0102	4/21/2022	4/21/2026	Roadway extension to serve future phases and future school
site.	
Fort Hamer Road 2nd Ext.	ERP	43030935.030	11/18/2021	11/18/2026		
North River Ranch South Mass Grade	CP	PLN2201-0051	6/6/2022	06/06/2026		
North River Ranch South Mass Grade	ERP	43030935.032	5/4/2022	5.4/2027		
North River Ranch Phase IV-C1	PSP/FSP	PLN2203-0057			Expect Approval in Q3 of 2022 for Infrastructure Installation	

Exhibit “E”
Phases I, II, III and Subphases IV-C Through IV-F Development Plan

MANATEE RIVER FARMS UNIT 1

JD W37
2.334 Ac.

JD W27
28.383 Ac.

JD W26 1.894 Ac.

FUTURE PH III

JD W25
6.527 Ac.

JD W24
3.191 Ac.

JD W33
2.547 Ac.

FUTURE PH II

JD W36 3.833 Ac.

JD W38 0.787 Ac.

JD W39 0.807 Ac.

JD W23
1.551 Ac.

JD W42
4.010 Ac.

JD W20 0.790 Ac.

3.000 Ac.

JD W32
3.209 Ac.

JD W19 5.654 Ac.

JD W35
JD W22	18.572 Ac.
2.499 Ac.

FUTURE PH I

JD W21
4.479 Ac.

JD W31
0.590 Ac.

JD W30
0.203 Ac.

JD W13

FUTURE

3.640 Ac.	JD W34
Wetland 16B	4.910 Ac.

FUTURE PH IV-C2

EX 16" WELL HP-F/8

PH IV-D

JD W8 2.730 Ac.

1.335 Ac.	Wetland 16A 0.973 Ac.
Wetland 16C 0.826 Ac.

FUTURE PH IV-E

Wetland 6
2.380 Ac.

Township 33 South, Range 18 East

Township 33 South, Range 19 East

EX CONTROL STRUCTURE 25

EX CONTROL STRUCTURE 15

EX CONTROL STRUCTURE 27

EX CONTROL STRUCTURE 29

IV-C1

Wetland 4A
1.736 Ac.	Wetland 5
Wetland 4B	2.960 Ac.
0.123 Ac.

Wetland 3A 1.949 Ac.

JD W13 1.079
Ac.

Wetland 48A	Wetland 48B
1.243 Ac.	0.569 Ac.
JD W14
3.440 Ac.

M M

MODEL PARKING LOT

M

M

M

M

PATRRACT "PK-2" P2

JD W7
JD W5	1.734 Ac.	JD W12
0.319 Ac.	2.973 Ac.
JD W6

TRACT "P-1"

PARK P1

7.216 Ac.
PH IV-B

PH IV-A

JD W8A
2.038 Ac.

JD W8B 0.648
Ac.

JD W9
0.370 Ac.

JD W11A
1.249 Ac.

13  18

24  19

18  17

19  20

Exhibit “F”
Phases I, II, III and Subphases IV-C Through IV-F Private Costs

North River Ranch ESTIMATED PROJECT PRIVATE COSTS

EXHIBIT “F”

	Neighborhood
Infrastructure	Private Project Costs	
	(2,503 Lots)		
FINAL LOT GRADING	$1,001,200.00	$1,001,200.00	
OVEREXCAVATION OF PONDS	$1,501,800.00	$1,501,800.00	

LANDSCAPE, HARDSCAPE & RECREATIONAL FACILITIES	

$2,503,000.00	

$2,503,000.00	
SUBTOTAL	$5,006,000.00	$5,006,000.00	
PROFESSIONAL SERVICES (7%):	$750,900.00	$750,900.00	
CONTINGENCY (15%):	$52,563.00	$52,563.00	
TOTAL:	$5,809,463.00	$5,809,463.00	

North River Ranch Improvement Stewardship District

Supplemental Assessment Methodology Report (Phases I, II, III & IV-C – IV-F)

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SUPPLEMENTAL ASSESSMENT REPORT SERIES 2023 (NRR TRACT) PROJECT, SERIES 2023 BONDS

December 2022

Prepared for:

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

Prepared on December 14, 2022

PFM Financial Advisors LLC
3051 Quadrangle Boulevard, Ste 270
Orlando, FL 32817

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SUPPLEMENTAL ASSESSMENT REPORT
SERIES 2023 (NRR TRACT) PROJECT, SERIES 2023 BONDS

December 14, 2022

Introduction

Purpose

This Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds (“Supplemental Report”) provides a methodology for allocating the assessments securing the repayment of the planned Series 2023A-1, Series 2023A-2, Series 2023A-3 Special Assessment Revenue Bonds, (collectively, “Bonds” or “Series 2023 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 Phases I, II, III and IV-C Through IV-F (“Master Report”) dated July 6, 2022.

The District consisting of 2,001+/- gross acres is currently planned to be developed in multiple phases. The development of the land within the District has already commenced. Specifically, the former North River Ranch CDD consisting of 1,295 acres (the “NRR Tract”) issued its Capital Improvement Revenue Bonds (Phase I Project), Series 2020A-1 and Series 2020A-2 (the “Series 2020A-1 and A-2 Bonds”) to support the development of Phases IV-A and IV-B within the NRR Tract. Currently, the District has commenced planning for the remaining stages of land development within the NRR Tract portion of the District, which constitutes of Phases I, II and III (“Phases I, II and III”) and Phases IV-C, IV-D, IV-E and IV-F (“Phases IV-C through IV-F”) and together with Phases I, II and III (“Phases I, II, III, IV-C through IV-F”).

The Series 2023 Bonds will fund certain Phases I, II, III, IV-C through IV-F Infrastructure (“NRR Tract CIP”) which is estimated to cost $144.2 million. The capital improvements described in the NRR Tract CIP will be constructed in multiple phases over time. The initial phase of the NRR Tract CIP is estimated to cost approximately $51.0 million and includes the costs allocable to certain master infrastructure improvements related to the Fort Hamer Road 2nd Extension and recreational amenities as well as neighborhood infrastructure costs allocable to Phases III (TH), 4C-1, 4E and 4F of the NRR Tract of the Development planned for 639 residential units (the “Series 2023 (NRR Tract) Project). The 1,269 assessable acres within District’s Phases I, II, III, IV-C through IV-F (the “NRR Tract Assessment Area”) receive special benefit from the Series 2023 (NRR Tract) Project. The District will issue the Series 2023

Bonds to finance a portion of the Series 2023 (NRR Tract) Project in the estimated amount of $40.5 million. The Series 2023 Bonds and associated assessments (“Series 2023 Assessments”) will provide for the construction or acquisition of assessable improvements to certain properties located within the District’s NRR Tract Assessment Area. The methodology described herein allocates the cost of the Series 2023 (NRR Tract) 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 Report for Project Phases I, II, III and Phases IV-C Through IV-F, dated July 2022, (“Engineer’s Report”)1 as provided by Clearview Land Design, P.L. (“District Engineer”) provides a description of the improvements and a location map for the 1,269 acres that comprise the NRR Tract Assessment Area. As outlined in Exhibit C of the Engineer’s Report, the NRR Tract CIP consists of public infrastructure improvements at an estimated cost of $144.2 million.

This Supplemental Report provides a methodology to allocate the debt over the approximately 1,269 acres in the NRR Tract Assessment Area of the District that will receive a special benefit from the installation of the proposed District’s portion of the NRR Tract CIP. It is the District’s debt-funded capital infrastructure improvements that will allow the development of the lands within the NRR Tract Assessment Area of the District. By making development of the lands within the NRR Tract Assessment Area of the District possible, the District creates benefits to the lands within the District.

The methodology described herein allocates the District’s debt to the District’s 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

Projected Land Use Plan for the District’s Phase I, II, III and Phases IV-C Through IV-F

The methodology described herein initially allocates the District’s debt over the gross acreage in the District’s NRR Tract Assessment Area on an equal acreage basis. As such acreage is sold with entitlements transferred thereto or is developed and platted, the Series 2023 Assessments are allocated on a per lot basis.

1 Clearview Land Design, P.L., (July 22), “North River Ranch Community Development District Supplemental Report for Project Phases I, II, III and Phases IV-C / IV-F”
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)

The Series 2023 Assessments levied in connection with the Series 2023A-1 Bonds (the “Series 2023A- 1 Assessments”) will initially be allocated over all acreage within the NRR Tract Assessment Area. The Series 2023A-1 Assessments will then be allocated on a per lot basis upon sale of property with specific entitlements transferred thereon or platting of the units within Phase IVC-1, IVE, IVF and Phase 3 (TH) of the Development planned for 639 residential lots. Based on the sizing of the Series 2023A-1 Bonds, it is anticipated the Series 2023A-1 Assessments levied in connection with the Series 2023A-1 Bonds will be allocated to the assessable units within Phase IVC-1, IVE, IVF and Phase 3 (TH) within the NRR Tract Assessment Area of the District as illustrated in Table 4.

The Series 2023A Assessments levied in connection with the Series 2023A-2 Bonds (the “Series 2023A- 2 Assessments”) will initially be allocated over all acreage within the NRR Tract Assessment Area. The Series 2023A-2 Assessments will then be allocated per lot basis upon sale of property with specific entitlements transferred thereon or platting of the units within Phase IVC-1, IVE, IVF and Phase 3 (TH) of the District planned for 639 residential lots. Based on the sizing of the Series 2023A-2 Bonds, it is anticipated that the Series 2023A-2 Assessments levied in connection with the Series 2023A-2 Bonds will be allocated to the assessable units within Phase IVC-1, IVE, IVF and Phase 3 within the NRR Tract Assessment Area of the District as illustrated in Table 5.

The Series 2023A Assessments levied in connection with the Series 2023A-3 Bonds (the “Series 2023A- 3 Assessments”) will initially be allocated over all acreage within the NRR Tract Assessment Area. Upon platting of the 639 lots within Phase IVC-1, IVE, IVF and Phase 3 (TH) of the District, the Series 2023A- 3 Assessments will be allocated to the undeveloped acreage in the NRR Tract Assessment Area planned for the remaining 1,863 residential units. The Series 2023A-3 Bonds were sized to correspond to the remaining 1,863 residential lots within the NRR Tract Assessment Area. Upon platting of the 1,863 residential lots within the remaining phases of the NRR Tract Assessment Area, the Series 2023A-3 Assessments will be assigned to such lots as set forth in Table 6.

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 2023 (NRR Tract) Project to these developable properties located within the District’s NRR Tract Assessment Area that receive a special benefit from the Series 2023 (NRR Tract) Project. Table 1 identifies the property and planned unit types within the District’s NNR Tract Assessment Area that are ultimately anticipated to be subject to the Series 2023 Assessments.

Table 1. Development Plan for Phase I, II, III and Phases IV-C Through IV-F

Residential Unit Type
Phase IVC-1	Unit Type	Lots	ERU Factor	ERUs	
Single Family 40'	Dwelling Unit	78	0.89	69	
Single Family 50'	Dwelling Unit	124	1.11	138	
Single Family 60'
Phase IVE	Dwelling Unit	56	1.33	75	
Paired Villa	Dwelling Unit	58	0.79	46	
Townhome	Dwelling Unit	62	0.53	33	
Phase IVF
Single Family 45'	
Dwelling Unit	
117	
1.00	
117	
Phase 3
Townhome	
Dwelling Unit	
144	
0.53	
77	
Phase IVC-2					
Single Family 40'	Dwelling Unit	67	0.89	60	
Single Family 50'	Dwelling Unit	41	1.11	46	
Single Family 60'
Phase 4D	Dwelling Unit	70	1.33	93	
Single Family 36'	Dwelling Unit	47	0.80	38	
Single Family 40'	Dwelling Unit	56	0.89	50	
Single Family 45'	Dwelling Unit	53	1.00	53	
Single Family 50'	Dwelling Unit	21	1.11	23	
Single Family 60'
Phase 1	Dwelling Unit	31	1.33	41	
Villa 33'	Dwelling Unit	85	0.73	62	
Single Family 40'	Dwelling Unit	122	0.89	108	
Single Family 50'	Dwelling Unit	189	1.11	210	
Single Family 64'	Dwelling Unit	74	1.42	105	
Phase 2
Villa 33'	
Dwelling Unit	
85	
0.73	
62	
Single Family 40'	Dwelling Unit	121	0.89	108	
Single Family 50'	Dwelling Unit	189	1.11	210	
Single Family 64'
Phase 3	Dwelling Unit	74	1.42	105	
Single Family 50'	Dwelling Unit	538	1.11	598	
Total		2,502		2,527	
Source: Clearview Land Design, P.L.

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 entire NRR Tract CIP are presented in Table 2, which are inclusive of shared master infrastructure and consistent with the District’s Master Report.

Table 2. Summary of CIP Cost Estimates

		
			Fort Hammer	Neighborhood
Amenity	
Master			
		Improvement	2nd Ext	Center	Stormwater	Neighborhood	TOTAL	
		Stormwater, Drainage, Earthwork	$3,293,887	$0	$11,263,500	$22,527,000	$37,084,387	
		Roadways & Paving	$2,214,284	$1,250,000	$0	$21,275,500	$24,739,784	
		Water, Wastewater & Reclaimed	$2,545,280	$425,000	$0	$30,036,000	$33,006,280	
		Landscape and Hardscape	$875,000	$250,000	$0	$8,760,500	$9,885,500	
		Recreation Facilities	$175,000	$7,000,000	$0	$250,000	$7,425,000	
		Power & Street Lights	$575,000	$0	$0	$4,505,400	$5,080,400	
		Professional Services	$677,492	$624,750	$788,445	$6,114,808	$8,205,495	
		Contingency	$1,553,392	$1,432,463	$1,807,792	$14,020,381	$18,814,027	
		Total	$11,909,335	$10,982,213	$13,859,737	$107,489,589	$144,240,873	
		less PHIV-A and PHIV-B	$1,599,607	$1,475,080	$0	$0	$3,074,687	
		Total	$10,309,728	$9,507,132	$13,859,737	$107,489,589	$141,166,186	
		Source: Clearview Land Design, P.L.						
(1)  Any costs outlined in the Engineer's Report not funded with bond proceeds will be funded via Developer's Agreement with the District.	

`

The initial phase of the NRR Tract CIP is estimated to cost approximately $51 million and includes the costs allocable to certain master infrastructure improvements related to the Fort Hamer Road 2nd Extension and recreational amenities as well as neighborhood infrastructure costs allocable to Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract of the Development planned for 639 residential units (the “Series 2023 (NRR Tract) Project) (Table 3). Detailed information concerning the Series 2023 (NRR Tract) Project is contained in the Supplemental Report for the Series 2023 (NRR Tract) Project, prepared November 2023 (the "Supplemental Engineer's Report").

Table 3. Series 2023 (NRR Tract) Project Cost Estimates

Master Infrastructure
	Neighborhood		
	Infrastructure		Series 2023 (NRR		
			Ft Hamer Road 2nd		Neighborhood		Subphase 4C-1, 4E,		Tract) Project		
	Infrastructure		Extension (1)		Amenity Center (1)		4F, Phase 3 (TH)		Costs		
	Stormwater, Drainage, Earthwork		$2,852,472		$0		$8,626,500		$11,478,972		
	Roadways & Paving		$1,917,547		$1,082,487		$5,431,500		$8,431,533		
	Water, Wastewater & Reclaimed		$2,204,186		$368,046		$7,668,000		$10,240,232		
	Landscape and Hardscape		$757,741		$216,497		$2,236,500		$3,210,738		
	Recreation Facilities		$151,548		$6,061,926		$250,000		$6,463,474		
	Power & Street Lights		$497,944		$0		$1,150,200		$1,648,144		
	Subtotal		$8,381,437		$7,728,956		$25,362,700		$41,473,093		
	Professional Services		$586,701		$541,027		$1,775,389		$2,903,117		
	Contingency		$1,345,221		$1,240,497		$4,070,713		$6,656,431		
	Total		$10,313,358		$9,510,480		$31,208,802		$51,032,641		
Source: Clearview Land Design, P.L

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 NRR Tract CIP that enables properties within the District’s boundaries to be developed. Without the District’s NRR Tract 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 NRR Tract 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 NRR Tract CIP described in the District Engineer’s Report enables the developable property within the District to be developed. Without the NRR Tract CIP, there would be no infrastructure to support development of the developable property within the District.

Series 2023 Bonds Plan of Finance

The District’s Series 2023 Bonds will an estimated total par value of $54,605,000. Table 4 presents the details for the Series 2023 Bonds.

Table 4. Details of the Series 2023A Bonds

Series 2023A-1	Series 2023A-2	Series 2023A-3		
Series 2023 Bonds	Bonds	Bonds	Bonds	Total	
Sources
Bond Proceeds:					
Par Amount	$10,260,000	$21,825,000	$22,520,000	$54,605,000	
Total Sources	$10,260,000	$21,825,000	$22,520,000	$54,605,000	
Uses:					
Project Fund Deposits:
Construction Fund	
$8,010,021	
$16,990,486	
$15,484,037	
$40,484,544	
Refunding of Series 2020A-3 Bonds(1)		$1,079,576	$3,159,894	$4,239,470	
Other Fund Deposits:				$0	
Debt Service Reserve Fund (100% MADS)	$765,654	$1,364,063	$1,407,500	$3,537,217	
Capitalized Interest Fund(2)	$1,204,125	$1,879,375	$1,939,222	$5,022,722	
Delivery Date Expenses:				$0	
Costs of Issuance	$75,000	$75,000	$78,946	$228,946	
Underwriter's Discount	$205,200	$436,500	$450,400	$1,092,100	
Total Uses	$10,260,000	$21,825,000	$22,520,000	$54,605,000	
Rate	6.25%	6.25%	6.25%		
Term	30	10	15		
Capitalized Interest (months)	23	17	17		
Source: MBS Capital Markets LLC
The Series 2020A-3 Bonds payoff is calculated from November 1 through the issuance date
Capitalized interest for each series of bonds calculated from the issuance date

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 Series 2023 (NRR Tract) Project. 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 Series 2023 (NRR Tract) Project. Fourth, consistent with the Master Report, this amount is initially divided equally among the benefited properties in the NRR Tract Assessment Area within 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 NRR Tract Assessment Area within the District.

As described more fully below, the District is issuing $54,605,000 in Series 2023 Bonds to fund a portion of the Series 2023 (NRR Tract) Project to provide for a debt service reserve account, to capitalize a portion of the interest on the Series 2023 Bonds, and to fund other costs associated with issuing the Series 2023 Bonds. It is the debt represented by the Series 2023 Bonds that is anticipated to be fully allocated to properties within the District that benefit from the Series 2023 (NRR Tract) Project.

Assessment Allocation

The assessment methodology allocates debt to specific properties in the District based upon the benefit that each one receives from the Series 2023 (NRR Tract) Project funded by proceeds of the Series 2023A Bonds. The improvements proposed for Series 2023 (NRR Tract) Project in the District to be acquired and/or constructed with District funds will benefit all acres in the District. Each of the acres of land within the NRR Tract Assessment Area 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 2023A Bonds will be allocated on a per lot basis, as illustrated in Table 4, Table 5 and Table 6.

More specifically, the Series 2023A-1 Assessments levied in connection with the Series 2023A-1 Bonds will initially be levied on an equal acreage basis over all acreage within the NRR Tract Assessment Area of the District and then be allocated on a per unit basis as illustrated in Tables 4 upon the sale of property with specific entitlements transferred thereto or platting within Phase IVC-1, IVE, IVF and Phase 3 (TH) of District planned for 639 residential lots. The Series 2023A-1 Bonds were sized to correspond to the collection of Series 2023A-1 Assessments from all 639 residential units planned for Phase IVC-1, IVE, IVF and Phase 3 (TH) of the District.

The Series 2023A-2 Assessments levied in connection with the Series 2023A-2 Bonds will initially be levied on an equal acreage basis over all acreage within the NRR Tract Assessment Area of the District and will subsequently be allocated on a per unit basis as illustrated in Tables to all 639 residential lots within Phase IVC-1, IVE, IVF and Phase 3 (TH) of the District upon the sale of property with specific entitlements transferred thereto or upon development completion and platting within Phase IVC-1, IVE, IVF and Phase 3 (TH) of the District.

The Series 2023A-3 Assessments levied in connection with the Series 2023A-3 Bonds will initially be levied on an equal acreage basis over all acreage within the NRR Tract Assessment Area of the District. Upon platting of the 643 residential lots within Phase IVC-1, IVE, IVF and Phase 3 of the District, the Series 2023A-3 Assessments will then be allocated to the undeveloped acreage within the remaining phases of the NRR Tract Assessment Area of the District planned for 1,863 residential lots. The Series 2023A-3 Assessments were sized to correspond to the 1,863 residential lots within the remaining phases of the NRR Tract Assessment Area of the District. Upon the sale of property with specific entitlements transferred thereto or upon development completion and platting of the 1,863 residential lots planned in

the remaining phases of the NRR Tract Assessment Area of the District, the Series 2023A-3 Assessments will be assigned to such lots as illustrated in Table 6. The Series 2023A-1 Assessments are expected to be paid annually over a thirty (30) year period while the Series 2023A-2 Assessments are expected to be prepaid by the Developer at the time of lot/home closing with a builder and/or retail buyer with a maximum period of ten (10) years and Series 2023A-3 Assessments are expected to be prepaid by the Developer at the time of lot/home closing with a builder and/or retail buyer with a maximum period of fifteen (15) years.

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 NRR Tract CIP to benefiting properties in the District. The two principles are: (1) the properties being assessed must receive a special benefit from the NRR Tract 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.3 In addition, the ERU methodology is widely used in other similar CDDs.

Table 5 contains the allocation of the District’s Series 2023 (NRR Tract) Project costs, as financed, to the units planned for Phase IVC-1, IVE, IVF and Phase 3 (TH) within the NRR Tract Assessment Area of the District which is anticipated to fully absorb the Series 2023A-1 Assessments. Table 6 contains the allocation of the District’s Series 2023 (NRR Tract) Project costs, as financed, to the units planned for Phase IVC-1, IVE, IVF and Phase 3 (TH) within the NRR Tract Assessment Area of the District which is anticipated to fully absorb the Series 2023A-2 Assessments. Table 5 and Table 6 become important as the land within the NRR Tract Assessment Area of the District is platted, as specific bond debt service assessments will be assigned to the individual units at that time.

Table 7 contains the allocation of the District’s Series 2023 (NRR Tract) Project costs, as financed, to the units planned for the remaining phases within the NRR Tract Assessment Area of the District which is anticipated to fully absorb the Series 2023A-3 Assessments based on the ERU value assigned to each unit. Table 7 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.

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

Table 5. Allocation of the Series 2023A-1 Bonds

Residential Unit Type	
Series 2023A-1
Principal	Series 2023A-1 Principal Per Unit
Allocation	Annual
Assessment Allocation (net)	Annual Assessment per
Unit (net)	Annual
Assessment per Unit (gross) (1)	
Phase 4C-1						
Single Family 40'	$1,283,117	$16,450	$95,753	$1,228	$1,320	
Single Family 50'	$2,549,784	$20,563	$190,278	$1,535	$1,650	
Single Family 60'
Phase 4E	$1,381,818	$24,675	$103,118	$1,841	$1,980	
Paired Villa	$846,775	$14,600	$63,191	$1,089	$1,172	
Townhome	$611,948	$9,870	$45,667	$737	$792	
Phase 4F
Single Family 45'	
$2,165,260	
$18,506	
$161,583	
$1,381	
$1,485	
Phase 3 (TH)
Townhome	
$1,421,299	
$9,870	
$106,065	
$737	
$792	
	$10,260,000		$765,654			
Source: 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.

Table 6. Allocation of the Series 2023A-2 Bonds

Residential Unit Type	Series 2023A-2
Principal*	Series 2023A-2 Principal Per Unit Allocation*	Annual Assessment Allocation (net)*	Annual Assessment per Unit (net)*	
Phase 4C-1
Single Family 40’	
2,577,907	
$33,050	
$161,119	
$2,066	
Single Family 50’	5,122,763	$41,313	$320,173	$2,582	
Single Family 60’	2,776,207	$49,575	$173,513	$3,098	
Phase 4E
Paired Villa	
1,984,368	
$34,213	
$124,023	
$2,138	
Townhome
Phase 4F	1,434,065	$23,130	$89,629	$1,446	
Single Family 45’
Phase 3 (TH)	5,074,162	$43,369	$317,135	$2,711	
Townhome	2,855,527	$19,830	$178,470	$1,239	
	$21,825,000		$1,364,063		
Source: PFM Financial Advisors LLC
*Phase 4E (120 lots) and Phase 4F (117 lots) assume an additional $50 per front foot value compared to the balance of the 639 units, resulting in slightly different allocation of assessments compared to the Series 2023A-1 Bonds

Table 7. Allocation of the Series 2023A-3 Bonds

Residential Unit Type	Series 2023A-3
Principal	Series 2023A-3 Principal Per Unit Allocation	Annual Assessment Allocation (net)	Annual Assessment
per Unit (net)	
Phase 4C-2					
Single Family 40’	$679,972	$10,149	$42,498	$634	
Single Family 50’	$520,128	$12,686	$32,508	$793	
Single Family 60’
Phase 4D	$1,065,627	$15,223	$66,602	$951	
Single Family 36’	$429,296	$9,134	$26,831	$571	
Single Family 40’	$568,334	$10,149	$35,521	$634	
Single Family 45’	$605,124	$11,417	$37,820	$714	
Single Family 50’	$266,407	$12,686	$16,650	$793	
Single Family 60’
Phase 1	$471,921	$15,223	$29,495	$951	
Villa 33’	$711,687	$8,373	$44,480	$523	
Single Family 40’	$1,238,157	$10,149	$77,385	$634	
Single Family 50’	$2,397,661	$12,686	$149,854	$793	
Single Family 64’	$1,201,621	$16,238	$75,101	$1,015	
Phase 2
Villa 33’	
$711,687	
$8,373	
$44,480	
$523	
Single Family 40’	$1,228,008	$10,149	$76,751	$634	
Single Family 50’	$2,397,661	$12,686	$149,854	$793	
Single Family 64’
Phase 3 (SF)	$1,201,621	$16,238	$75,101	$1,015	
Single Family 50'	$6,825,088	$12,686	$426,568	$793	
TOTAL	$22,520,000		$1,407,500		
Source: PFM Financial Advisors LLC

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 $86,143.30 ($217,175,000 / 2,521.1). The ceiling level of debt is established at the time each series of bonds is issued. The District plans to issue $54,605,000 in Series 2023 Bonds to fund a portion of the Series 2023 (NRR Tract) Project. Applying the Master Methodology, the True-Up per ERU is $21,610.15 ($54,605,000 / 2,526.8). 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.

4.0	Contribution of District Infrastructure and/or Improvements

The costs of the District’s NRR Tract CIP will likely be funded by two mechanisms. The first mechanism is the issuance of special assessment bonds. The second mechanism is the contribution of funds or NRR Tract CIP components to the District (“Contribution”). Property owners within the District will have the opportunity to make such a Contribution upon approval by the District.

Consistent with the Master Methodology, the Developer anticipates contributing a portion of the District’s CIP to the District in order to establish target levels of debt to be assigned by product type for the 639 lots within the Development’s Phases IVC-1, IVE, IV-F and Phase 3 (TH) in the form of contributing funds and or properties/products. Table 8 summarizes the Contribution associated with the development within the District.

Table 8. Contribution Summary

Land Use	

Units	
Master Lien per
Unit	Proposed Series 2023A- 1 & A-2 Par
per Unit	

Contribution
per Unit	Total Landowner
Contribution (as financed)	Total Landowner Contribution
(CIP$)	
Single Family 40'	78	$76,668	$49,500	$27,167	$2,119,044	$1,651,151	
Single Family 50'	124	$95,619	$61,875	$33,744	$4,184,216	$3,260,325	
Single Family 60'	56	$114,571	$74,250	$40,320	$2,257,927	$1,759,368	
Paired Villa	58	$68,915	$48,813	$20,102	$1,165,906	$908,469	
Townhome	62	$45,656	$33,000	$12,656	$784,656	$611,401	
Single Family 45'	117	$86,143	$61,875	$24,268	$2,839,344	$2,212,406	
Townhome	144	$45,656	$29,700	$15,956	$2,297,630	$1,790,304	
TOTAL	639				$15,648,723	$12,193,424	
Source: PFM Financial Advisors LLC

Assessment Roll

Table 9 outlines the bond principal assessment per assessable acre for the District. A description of the District, which will be assessed to secure the repayment of the District’s Series 2023 Bonds is summarized in Table 9. The assessments shall be paid in not more than thirty (30) annual installments for the Series 2023 Bonds.

Table 9. Assessment Roll

Parcel ID Numbers	
Acres	
Par Debt	Annual Assessment	
Administrative Fees	Gross Annual Assessment (1)	
394610359	98	$4,774,883	$309,309	$23,281	$332,589.87	
394610309	770	$37,419,192	$2,423,950	$182,448	$2,606,397.82	
394610409	255	$12,410,925	$803,958	$60,513	$864,471.05	
TOTAL	1,124	$54,605,000	$3,537,217	$266,242	$3,803,459	
Source: 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 (Phases I, II, III & IV-C – IV-F)

North River Ranch Improvement Stewardship District

Resolution 2023-14,
Bond Delegation Award Resolution (Phases I, II, III & IV-C – IV-F)

RESOLUTION 2023-14

A RESOLUTION OF THE BOARD OF SUPERVISORS OF NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $55,000,000 AGGREGATE PRINCIPAL AMOUNT OF NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE REFUNDING BONDS (NRR TRACT PROJECT), IN ONE OR MORE SERIES (THE “SERIES 2023A BONDS”); APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENTAL TRUST INDENTURE AND A THIRD SUPPLEMENTAL TRUST INDENTURE; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2023A BONDS; APPOINTING AN UNDERWRITER; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT WITH RESPECT TO THE SERIES 2023A BONDS AND AWARDING THE SERIES 2023A 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 2023A 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 2023A BOND PROCEEDS; AUTHORIZING THE PROPER OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2023A BONDS; APPOINTING A TRUSTEE, BOND REGISTRAR AND PAYING AGENT; PROVIDING FOR THE REGISTRATION OF THE SERIES 2023A BONDS PURSUANT TO THE DTC BOOK-ENTRY SYSTEM; DETERMINING CERTAIN DETAILS WITH RESPECT TO THE SERIES 2023A 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”) 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 Refunding Bonds (NRR Tract Project), in one or more Series (the “Series 2023A 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 2023 Project”) more particularly described in the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F dated November 2022, prepared by Clearview Land Design,
P.L. (the “Engineer’s Report”); and

WHEREAS, the Series 2023A Bonds will be secured by Special Assessments levied upon lands specially benefited by the Series 2023 Project (the “Series 2023A Assessments”) as more particularly described in the Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds prepared by PFM Financial Advisors LLC (the “Assessment Report”); and

WHEREAS, the Series 2023A Bonds shall constitute one or more 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 2023A Bonds:

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

a form of Bond Purchase Contract with respect to the Series 2023A 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, Haval Farms, LLC, Citadel Asset Group, LLC, Fortress Investors Management, LLC, Woolridge Investments L.L.C., Blackhawk Capital Management, LLC, Lasalle Holding Partners, LLC, and Seneca Real Holdings, 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 Indentures.

Section 2.  Authorization. There are hereby authorized and directed to be issued the Series 2023A Bonds, in the aggregate principal amount of not to exceed $55,000,000, for the purpose, among others, of providing funds for the payment of a portion of the Costs of the Series 2023 Project. The Series 2023A Bonds shall be secured by the revenues derived by the District from the Series 2023A Assessments, all as provided in the Indentures. The purchase price of the Series 2023A 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 2023A Bonds as set forth in the Second Supplement or the Third Supplement, as applicable, and the Limited Offering Memorandum (as defined below). The current refunding of the North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3 (the “Series 2020A-3 Bonds”) is hereby authorized and approved. The Chair and District staff are authorized to execute the necessary documents in order to effectuate the refunding of the Series 2020A-3 Bonds. To the extent required, the Chair and District staff are hereby authorized to seek and obtain the consent of the required holders of the North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-1 and Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-2 for the issuance of the Series 2023A Bonds and the levy of the Series 2023A Assessments. The Series 2023A 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 Indentures.

Section 3.  Second Supplement and Third Supplement. The Second Supplement and Third Supplement are hereby approved in substantially the form set forth as composite Exhibit A hereto and the Chair or the Vice Chair of the Board is hereby authorized and directed to execute and deliver such Second Supplement and Third 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 2023A Bonds. The Series 2023A 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 2023A 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 2023A Bonds at presently favorable interest rates, and because the nature of the security for the Series 2023A Bonds and the source(s) of payment of Debt Service on the Series 2023A Bonds requires the participation of the Underwriter in structuring the Series 2023A 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 2023A Bonds shall not exceed $55,000,000, (ii) the average net interest cost on the Series 2023A Bonds shall not exceed the maximum allowable by Section 215.84, Florida Statutes, (iii) the Series 2023A 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 2023A 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 and attached hereto as Exhibit C and authorizes its distribution and use in connection with the limited offering for the sale of the Series 2023A 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 2023A 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 2023A 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 2023A 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 Indentures.

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 2023A Bonds, any documents required in connection with implementation of a book-entry system of registration, any agreements with the Developers and the Landowners (each as defined in the Indentures), any documents related to the refunding of the Series 2020A-3 Bonds, and any agreements in connection with maintaining the exclusion of interest on the Series 2023A 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 2023A 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 2023A 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 2023A 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 2023A Bonds.

Section 14. Assessment Methodology Report. The Board authorizes further modifications and supplements to the Assessment Report previously approved by the Board to conform such report to the marketing and sale of the Series 2023A 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 14th day of December, 2022.

NORTH RIVER RANCH
IMPROVEMENT STEWARDSHIP DISTRICT

Secretary/Assistant Secretary	Chair, Board of Supervisors

EXHIBIT A

FORM OF SECOND SUPPLEMENT AND THIRD SUPPLEMENT

BMO Draft #1 12/08/2022

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

Dated as of January 1, 2023

$	
Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project)

and

$	
Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project)

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

ARTICLE I DEFINITIONS
Section 101.	Definitions	4
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2023A BONDS

Section 201.

Section 202.
Section 203.
Section 204.
Section 205.
Section 206.
Section 207.

Authorization of Series 2023A Bonds; Separate Series Designations for
Certain Limited Purposes; Book-Entry Only Form	9
Terms	10
Dating and Interest Accrual	10
Denominations	11
Paying Agent	11
Bond Registrar	11
Conditions Precedent to Issuance of Series 2023A Bonds	11
ARTICLE III REDEMPTION OF SERIES 2023A BONDS

Section 301.	Bonds Subject to Redemption; Notice of Redemption	12
ARTICLE IV
DEPOSIT OF SERIES 2023A BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	12
Section 402.	Use of Series 2023A Bond Proceeds	13
Section 403.	Series 2023A Acquisition and Construction Account, Series 2023A-1 Capitalized Interest Account and Series 2023A-2 Capitalized Interest
Account	13
Section 404.	Costs of Issuance Account	14
Section 405.	Series 2023A-1 Reserve Account and Series 2023A-2 Reserve Account	14
Section 406.	Amortization Installments	16
Section 407.	Tax Covenants and Rebate Account	16
Section 408.	Series 2023A Revenue Account; Application of Revenues and Investment Earnings	16

CONCERNING THE TRUSTEE
Section 501.	Acceptance by Trustee	20
Section 502.	Limitation of Trustee’s Responsibility	20
Section 503.	Trustee’s Duties	20
ARTICLE VI ADDITIONAL BONDS
Section 601.	No Parity Bonds; Limitation on Parity Assessments	20
ARTICLE VII MISCELLANEOUS
Section 701.	Confirmation of Master Indenture	21
Section 702.	Continuing Disclosure Agreement	21
Section 703.	Collection of Series 2023A Assessments	21
Section 704.	Requisite Owners for Direction or Consent	21
Section 705.	Owner Direction and Consent with Respect to Series 2023A Acquisition and Construction Account Upon Occurrence of Event of Default	22
Section 706.	Additional Covenant Regarding Series 2023A Assessments	22
Section 707.	Assignment of District’s Rights Under Collateral Assignment	22
Section 708.	Enforcement of True-Up Agreement and Completion Agreement	22
Exhibit A – Supplemental Engineer’s Report Exhibit B - Form of Series 2023A Bonds

TRUST INDENTURE

THIS SECOND SUPPLEMENTAL TRUST INDENTURE (this “Second Supplemental Indenture”) is dated as of January 1, 2023, 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. 2022-13, on July 13, 2022, providing for the acquisition, construction and installation of assessable capital improvements more particularly described in the Supplemental Report for Project Phases I, II, III and Phases IV-C Through IV-F dated July 2022 prepared by Clearview Land Design, P.L. (the (the “NRR Tract CIP”), providing estimated Costs of the NRR Tract CIP, defining assessable property to be benefited by the NRR Tract CIP, defining the portion of the Costs of the NRR Tract 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 NRR Tract CIP, and the Governing Body of the District duly adopted Resolution No. 2022-20, on August 17, 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 2023A Assessments (hereinafter defined) to the final pricing of the Series 2023A Bonds (hereinafter defined); and

WHEREAS, pursuant to Resolution No. 2023-14, adopted by the Governing Body of the District on December 14, 2022, the District has authorized the issuance, sale and delivery of its
$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A (NRR Tract Project) (the “Series 2023A Bonds”), further designated as North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the “Series 2023A-1 Bonds”) and North River

Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the “Series 2023A-2 Bonds”) which are issued hereunder as one Series of Bonds under, and as defined in, the Master Indenture, and has reaffirmed the Master Indenture and authorized the execution and delivery of this Second Supplemental Indenture to secure the issuance of the Series 2023A Bonds and to set forth the terms of the Series 2023A Bonds; and

WHEREAS, the Series 2023A Bonds constitute a Series of Bonds as authorized by the Master Bond Resolution; and

WHEREAS, simultaneously with the issuance of the Series 2023A Bonds, the District is issuing its $	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the “Series 2023A-3 Bonds”), which are separately secured and issued as a single, separate Series of Bonds under the Master Indenture pursuant to a Third Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee; and

WHEREAS, the District will apply the proceeds of the Series 2023A Bonds to: (i) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the initial phase of the NRR Tract CIP (the “Series 2023 Project”) more particularly described in the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F dated November 2022, prepared by Clearview Land Design, P.L., and attached hereto as Exhibit A; (ii) pay certain costs associated with the issuance of the Series 2023A Bonds; (iii) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another; and (iv) pay a portion of the interest to become due on the Series 2023A Bonds; and

WHEREAS, in addition, a portion of the proceeds of the Series 2023A-2 Bonds, together with a portion of the proceeds of the Series 2023A-3 Bonds, will be used to currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3; and

WHEREAS, the Series 2023A 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 2023 Project (the “Series 2023A Assessments”), which, together with the Series 2023A Pledged Funds (hereinafter defined) will comprise the Trust Estate securing the Series 2023A Bonds (the “Series 2023A Trust Estate”), which shall constitute a “Series Trust Estate” as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2023A Bonds and of this Second Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2023A Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this

Second Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2023A Trust Estate have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS SECOND 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 2023A 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 2023A 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 Second Supplemental Indenture and in the Series 2023A Bonds: (a) has executed and delivered this Second 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 2023A Assessments (the “Series 2023A Pledged Revenues”) and the Funds and Accounts (except for the Series 2023A Rebate Account) established hereby (the “Series 2023A Pledged Funds”) which shall comprise a part of the Series 2023A 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 2023A Bonds issued or to be issued under and secured by this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2023A Bond over any other Series 2023A 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 2023A Bonds or any Series 2023A Bond of a particular maturity issued, secured and Outstanding under this Second Supplemental Indenture and the

interest due or to become due thereon, at the times and in the manner mentioned in the Series 2023A Bonds and this Second 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 Second 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 Second Supplemental Indenture, then upon such final payments, this Second Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2023A Bonds or any Series 2023A Bond of a particular maturity, otherwise this Second Supplemental Indenture shall remain in full force and effect;

THIS SECOND SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that all Series 2023A 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 Second Supplemental Indenture), including this Second 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 2023A 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:

“2020A-3 Indenture” shall mean the Master Trust Indenture, as supplemented by the Second Supplemental Trust Indenture, each dated as of December 1, 2020, and each by and between the District, as successor by merger to the North River Ranch Community Development District and the Trustee, as successor in interest to U.S. Bank National Association, as trustee.

“Acquisition Agreement” shall mean the Agreement between the District and the [Developers] Regarding the Acquisition of Certain Work Product and Infrastructure (Fieldstone Phase 2 Project), dated as of January  , 2023.

“Assessment Methodology” shall mean, collectively, the Master Special Assessment Methodology Report for Phases I, II, III and IV-C Through IV-F prepared by Wrathell, Hunt and

Associates, LLC and dated July 6, 2022, as supplemented by the [Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds] dated January   , 2023.

"Authorized Denomination" shall mean, with respect to the Series 2023A Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2023A 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 [Collateral Assignment and Assumption of Development and Contract Rights Relating to the NRR Tract 2023 Project], dated as of January
	, 2023, by the [Developers and the Landowners] in favor of the District.

“Completion Agreement” shall mean the [Agreement among the District, the Landowners, and the Developers] Regarding the Completion of Certain Improvements (NRR Tract 2023 Project)], dated as of January  , 2023.

“Declaration of Consent” shall mean the [Declaration of Consent to Jurisdiction of North River Ranch Improvement Stewardship District and to Imposition of Special Assessments (Series 2023 Project) by the Landowners].

“Delinquent Assessment Interest” shall mean Series 2023A Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2023A Assessment Interest has, or would have, become delinquent under State law applicable thereto.

“Delinquent Assessment Principal” shall mean Series 2023A Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2023A Assessment Principal has, or would have, become delinquent under State law applicable thereto.

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

“Developers” shall mean, collectively, Fortress Investors Management, LLC, a Florida limited liability company, and Presidio Asset Management, LLC, a Florida limited liability company.

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

“First Release Conditions” shall mean, collectively, that (i) all lots subject to Series 2023A Assessments have been developed, platted and sold to homebuilders, (ii) all Series 2023A-1 Assessments are being collected pursuant to the Uniform Method, (iii) there are no Events of Default occurring or continuing under the Indenture with respect to the Series 2023A Bonds, and
(iv) the Series 2023A-2 Bonds are no longer Outstanding. Upon satisfaction of the First Release Conditions, the District shall cause to be delivered to the Trustee a certification, on which the Trustee may conclusively rely, that the First Release Conditions have been met and further directing the Trustee to transfer any excess funds on deposit in the Series 2023A-1 Reserve Account as a result thereof as provided in Section 405 hereof.

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

“Landowners” shall mean, collectively, Haval Farms, LLC, a Florida limited liability company; Citadel Asset Group, LLC, a Florida limited liability company; Fortress Investors Management, LLC, a Florida limited liability company; Woolridge Investments L.L.C., a Delaware limited liability company; Blackhawk Capital Management, LLC, a Florida limited liability company; Lasalle Holding Partners, LLC, a Florida limited liability company; and Seneca Real Holdings, LLC, a Florida limited liability company.

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

“On a pro rata basis” shall mean, (i) with respect to the Series 2023A Bonds, the Outstanding principal amount of each of the Series 2023A-1 Bonds and Series 2023A-2 Bonds, respectively, divided by the total Outstanding principal amount of the Series 2023A Bonds, or (ii) with respect to the Series 2023A-1 Bonds only, the Outstanding principal of each Series 2023A-1 Term Bond divided by the total Outstanding principal amount of the Series 2023A-1 Bonds.

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

“Second Release Conditions” shall mean, collectively, that (i) all of the First Release Conditions have been satisfied, and (ii) all homes subject to the Series 2023A Assessments have been built, sold, and closed with end users. Upon satisfaction of the Second Release Conditions, the District shall cause to be delivered to the Trustee a certification, on which the Trustee may conclusively rely, that the Second Release Conditions have been met and further directing the Trustee to transfer any excess funds on deposit in the Series 2023A-1 Reserve Account as a result thereof as provided in Section 405 hereof.

“Series 2023 Project” shall mean the portion of the NRR Tract CIP described in the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F attached hereto as Exhibit A, a portion of which will be funded with proceeds of the Series 2023A Bonds.

“Series 2023A Assessment Proceedings” shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2023A Assessments which include Resolution Nos. 2022-13, 2022-14, 2022-20 and 2023- , adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2023A Assessments and the Assessment Methodology as approved thereby.

“Series 2023A Assessments” shall mean the Series 2023A-1 Assessments and the Series 2023A-2 Assessments.

“Series 2023A Pledged Funds” shall mean all of the Funds and Accounts created hereby with the Trustee, including the subaccounts therein, other than the Series 2023A Rebate Account in the Rebate Fund.

“Series 2023A Pledged Revenues” shall mean all revenues received by the District from the Series 2023A 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 2023A Bonds.

“Series 2023A Reserve Accounts” shall mean, collectively, the Series 2023A-1 Reserve Account and the Series 2023A-2 Reserve Account.

“Series 2023A-1 Assessments” shall mean the principal and interest of Series 2023A Assessments received by the District which correspond to the principal of and interest on the Series 2023A-1 Bonds.

“Series 2023A-1 Assessment Interest” shall mean the interest on the Series 2023A-1 Assessments which is pledged to the Series 2023A-1 Bonds.

“Series 2023A-1 Assessment Principal” shall mean the principal amount of Series 2023A- 1 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2023A-1 Bonds, other than applicable Delinquent Assessment Principal and Series 2023A-1 Prepayment Principal.

“Series 2023A-1 Prepayment Principal” shall mean the excess amount of Series 2023A-1 Assessment Principal received by the District over the Series 2023A-1 Assessment Principal included within a Series 2023A-1 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2023A Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2023A-1 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

“Series 2023A-1 Reserve Account Requirement” shall mean, on the date of issuance and until such time as the First Release Conditions have been met, an amount equal to one hundred percent (100%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds as of the time of any such calculation, which on the date of issuance of the Series

2023A-1 Bonds is equal to $	. At such time as the First Release Conditions have been met and thereafter or until such time as the Second Release Conditions have been met, the Series 2023A-1 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds. as of the time of any such calculation. At such time as the Second Release Conditions have been met and thereafter, the Series 2023A-1 Reserve Account Requirement shall mean an amount equal to ten percent (10%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds as of the time of any such calculation.

“Series 2023A-2 Assessments” shall mean the principal and interest of Series 2023A Assessments received by the District which correspond to the principal of and interest on the Series 2023A-2 Bonds.

“Series 2023A-2 Assessment Interest” shall mean the interest on the Series 2023A-2 Assessments which is pledged to the Series 2023A-2 Bonds.

“Series 2023A-2 Assessment Principal” shall mean the principal amount of Series 2023A- 2 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2023A-2 Bonds, other than applicable Delinquent Assessment Principal and Series 2023A-2 Prepayment Principal.

“Series 2023A-2 Prepayment Principal” shall mean the excess amount of Series 2023A-2 Assessment Principal received by the District over the Series 2023A-2 Assessment Principal included within a Series 2023A-2 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2023A Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2023A-2 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

“Series 2023A-2 Reserve Account Requirement” shall mean an amount equal to one hundred percent (100%) of the maximum annual interest requirement for all Outstanding Series 2023A-2 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2023A-2 Bonds is equal to $	.

“Substantially Absorbed” shall mean the date on which the principal amount of the Series 2023A-1 Assessments equaling ninety percent (90%) of the then-Outstanding principal amount of the Series 2023A-1 Bonds is levied on tax parcels within the District with respect to which a certificate of occupancy has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.

“True-Up Agreement” shall mean the [Agreement Regarding the True Up and Payment of Special Assessments for Special Assessment Revenue Refunding Bonds, Series 2023 (NRR Tract 2023 Project), dated as of January   , 2023, between the District and the Landowners].

“Underwriter” shall mean MBS Capital Markets, LLC.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2023A BONDS

Section 201. Authorization of Series 2023A Bonds; Separate Series Designations for Certain Limited Purposes; Book-Entry Only Form. The Series 2023A 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 2023A-1 (NRR Tract Project)” and “$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project).” The Series 2023A Bonds are for all purposes under the Indenture one and the same Series of Bonds. The Series 2023A Bonds shall be substantially in the forms set forth as Exhibit B to this Second Supplemental Indenture. Each Series 2023A-1 Bond shall bear the designation “2023A-1R” and shall be numbered consecutively from 1 upwards and each Series 2023A-2 Bond shall bear the designation “2023A-2R” and shall be numbered consecutively from 1 upwards.

The Series 2023A Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2023A Bond for each Sub-Series and maturity thereof. Upon initial issuance, the ownership of each such Series 2023A 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 2023A 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 2023A 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 2023A 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 2023A 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 2023A Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2023A Bond is registered in the registration books kept by the Bond Registrar as the absolute Owner of such Series 2023A Bond for the purpose of payment of principal, premium and interest with respect to such Series 2023A Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2023A Bond, for the purpose of registering transfers with respect to such Series 2023A Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2023A 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 2023A 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 2023A 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 Second 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 2023A 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 2023A 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 2023A 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 2023A Bonds shall designate, in accordance with the provisions hereof.

Section 202. Terms. The Series 2023A 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	
Sub-Series	Amount	Date	Rate	

Section 203. Dating and Interest Accrual. Each Series 2023A Bond shall be dated January
 , 2023. Each Series 2023A Bond also shall bear its date of authentication. Each Series 2023A 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 2023A Bond has been paid, in which event such Series 2023A Bond shall bear interest from its date of authentication; or (ii) is prior to the first

Interest Payment Date for the Series 2023A Bonds, in which event, such Series 2023A Bond shall bear interest from its date. Interest on the Series 2023A 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 2023A Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2023A 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 2023A Bonds.

Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2023A Bonds.

Section 207. Conditions Precedent to Issuance of Series 2023A Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2023A Bonds, all the Series 2023A 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 2023A Assessment Proceedings;

Executed copies of the Master Indenture and this Second Supplemental Indenture;

A customary Bond Counsel opinion;

The opinion of counsel to the District required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2023A Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Second Supplemental Indenture;

An Engineers’ Certificate or Engineers’ Certificates which set forth certain matters with respect to the Series 2023 Project;

A copy of the Order Adopting and Approving Magistrate’s Report and Recommended Final Judgment in respect of the Bonds together with a certificate of no appeal; and

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

Payment to the Trustee of $	 upon the initial issuance of the Series 2023A 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 2023A BONDS

Section 301. Bonds Subject to Redemption; Notice of Redemption. The Series 2023A Bonds are subject to redemption prior to maturity as provided in the respective forms thereof set forth as Exhibit B to this Second Supplemental Indenture. Interest on Series 2023A-1 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2023A-1 Interest Account or Series 2023A Revenue Account to the extent monies in the Series 2023A-1 Interest Account are insufficient for such purpose. Interest on Series 2023A-2 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2023A-2 Interest Account or Series 2023A Revenue Account to the extent monies in the Series 2023A-2 Interest Account are insufficient for such purpose. Notice of redemption shall be given as provided in the Master Indenture.

ARTICLE IV
DEPOSIT OF SERIES 2023A BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

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

There are hereby established within the Acquisition and Construction Fund held by the Trustee: (i) a Series 2023A Acquisition and Construction Account; and (ii) a Series 2023A Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2023A Debt Service Account and therein a Series 2023A-1 Sinking Fund Account, a Series 2023A-1 Interest Account, a Series 2023A-1 Capitalized Interest Account, a Series 2023A-2 Principal Account, a Series 2023A-2 Interest Account, and a Series 2023A-2 Capitalized Interest Account; and (ii) a Series 2023A Redemption Account and therein a Series 2023A-1 Prepayment Subaccount, a Series 2023A-1 Optional Redemption Subaccount, and a Series 2023A-2 Prepayment Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a Series 2023A-1 Reserve Account and a Series 2023A-2 Reserve Account, which Series 2023A Reserve Accounts shall be jointly held for the benefit of all Series 2023A Bonds, without distinction as to Series 2023A Bonds and without privilege or priority of one Series 2023A Bond over another;

There is hereby established within the Revenue Fund held by the Trustee a Series 2023A Revenue Account; and

There is hereby established within the Rebate Fund held by the Trustee a Series 2023A Rebate Account.

Section 402. Use of Series 2023A Bond Proceeds. The net proceeds of the sale of the
Series 2023A Bonds, in the amount of $	 (consisting of $	
principal amount of Series 2023A 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 pursuant to Section 207 of the Master Indenture, be applied as follows:

$	, representing the Series 2023A-1 Reserve Account Requirement at the time of issuance of the Series 2023A Bonds, shall be deposited to the Series 2023A-1 Reserve Account and $		 , representing the Series 2023A-2 Reserve Account Requirement at the time of issuance of the Series 2023A Bonds, shall be deposited to the Series 2023A-2 Reserve Account;

$	, representing the costs of issuance relating to the Series 2023A Bonds, shall be deposited to the credit of the Series 2023A Costs of Issuance Account;

$		, representing interest on the Series 2023A-1 Bonds due through November 1, 2024, shall be deposited to the credit of the Series 2023A-1 Capitalized Interest Account and $		, representing interest on the Series 2023A-2 Bonds due through May 1, 2024, shall be deposited to the credit of the Series 2023A-2 Capitalized Interest Account;

$	 from the proceeds of the Series 2023A-2 Bonds shall be deposited with the Trustee and shall be credited to the Series 2020A-3 Optional Redemption Subaccount in the Series 2020A Redemption Account held by the Trustee under the 2020A-3 Indenture and applied to the optional redemption of the Series 2020A-3 Bonds on 	, 2023; and

$	 shall be deposited to the credit of the Series 2023A Acquisition and Construction Account.

Section 403. Series 2023A Acquisition and Construction Account, Series 2023A-1 Capitalized Interest Account and Series 2023A-2 Capitalized Interest Account. (a) Amounts on deposit in the Series 2023A Acquisition and Construction Account shall be applied to pay Costs of the Series 2023 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 2023 Project, and any balance remaining in the Series 2023A Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2023 Project which are required to be reserved in the Series 2023A 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 first to the

Series 2023A-2 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-2 Bonds until such Series 2023A-2 Bonds are no longer Outstanding and then to the Series 2023A-1 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-1 Bonds in accordance with Section 301 hereof and in the manner prescribed in the respective forms of Series 2023A Bonds set forth as Exhibit B hereto. Notwithstanding the foregoing, the District shall not establish a Date of Completion for the Series 2023 Project until either (i) both the First Release Conditions and the Second Release Conditions have been satisfied and all moneys that have been transferred from the Series 2023A-1 Reserve Account to the Series 2023A Acquisition and Construction Account as a result of such release conditions having been satisfied pursuant to Section 405 hereof have been expended on Series 2023 Project Costs or (ii) the Consulting Engineer has certified in writing to the District and the Trustee that the amounts on deposit in the Series 2023A Acquisition and Construction Account are in excess of the amounts needed to complete the Series 2023 Project. After there are no funds therein and the Date of Completion of the Series 2023 Project has been established, the Series 2023A Acquisition and Construction Account shall be closed.

Amounts on deposit in the Series 2023A-1 Capitalized Interest Account shall, until and including November 1, 2024, be transferred into the Series 2023A-1 Interest Account and applied to the payment of interest first coming due on the Series 2023A-1 Bonds, and thereafter transferred into the Series 2023A Acquisition and Construction Account, whereupon the Series 2023A-1 Capitalized Interest Account shall be closed.

Amounts on deposit in the Series 2023A-2 Capitalized Interest Account shall, until and including May 1, 2024, be transferred into the Series 2023A-2 Interest Account and applied to the payment of interest first coming due on the Series 2023A-2 Bonds, and thereafter transferred into the Series 2023A Acquisition and Construction Account, whereupon the Series 2023A-2 Capitalized Interest Account shall be closed.

Section 404. Costs of Issuance Account. The amount deposited in the Series 2023A 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 2023A Bonds. On the date of issuance of the Series 2023A 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 2023A Bonds, any amounts deposited in the Series 2023A Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2023A Acquisition and Construction Account and used for the purposes permitted therefor, whereupon the Series 2023A Costs of Issuance Account shall be closed.

Section 405. Series 2023A-1 Reserve Account and Series 2023A-2 Reserve Account. The Series 2023A-1 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-1 Reserve Account Requirement and the Series 2023A-2 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-2 Reserve Account

Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2023A Reserve Accounts shall be used on a pro rata basis only for the purpose of making payments into the Series 2023A-1 Interest Account, the Series 2023A-1 Sinking Fund Account, the Series 2023A-2 Interest Account and the Series 2023A-2 Principal Account to pay Debt Service on the Series 2023A Bonds, when due, without distinction as to Series 2023A Bonds and without privilege or priority of one Series 2023A Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose. The Series 2023A Reserve Accounts shall consist only of cash and Investment Obligations.

Upon satisfaction of the First Release Conditions and/or the Second Release Conditions, an Authorized Officer of the District shall recalculate the Series 2023A-1 Reserve Account Requirement and instruct the Trustee to transfer any excess as a result of having met such release conditions to the Series 2023A Acquisition and Construction Account to be used for the purposes of such Account unless the Series 2023A Acquisition and Construction Account has been closed in which case such excess shall be transferred to the Series 2023A-1 Prepayment Subaccount and applied to the extraordinary mandatory redemption of Series 2023A-1 Bonds.

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 2023A-1 Reserve Account Requirement taking into account any Series 2023A-1 Prepayment Principal on deposit in the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-1 Reserve Account as a result of such Series 2023A-1 Prepayment Principal to the Series 2023A-1 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 amount in the Series 2023A-1 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-1 Bonds on a pro rata basis 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 2023A-1 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-1 Bonds, together with accrued interest on such Series 2023A- 1 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2023A-1 Reserve Account into the Series 2023A-1 Prepayment Subaccount in the Series 2023A Redemption Account to pay and redeem all of the Outstanding Series 2023A-1 Bonds on the earliest date permitted for redemption therein and herein.

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 2023A-2 Reserve Account Requirement taking into account any Series 2023A-2 Prepayment Principal on deposit in the Series 2023A-2 Prepayment

Subaccount of the Series 2023A Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-2 Reserve Account as a result of such Series 2023A-2 Prepayment Principal to the Series 2023A-2 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 amount in the Series 2023A-2 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-2 Bonds on a pro rata basis 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 2023A-2 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-2 Bonds, together with accrued interest on such Series 2023A- 2 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2023A-2 Reserve Account into the Series 2023A-2 Prepayment Subaccount in the Series 2023A Redemption Account to pay and redeem all of the Outstanding Series 2023A-2 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 2023A Reserve Accounts 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 2023A-1 Bonds shall be as set forth in the form of Series 2023A-1 Bonds attached hereto.

(b)  Upon any redemption of Series 2023A-1 Bonds (other than Series 2023A-1 Bonds redeemed in accordance with scheduled Amortization Installments and other than Series 2023A- 1 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 Outstanding Series 2023A-1 Bonds to be recalculated in such manner as shall amortize all of the Outstanding Series 2023A-1 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 2023A-1 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 2023A Bonds, as amended and supplemented from time to time in accordance with their terms.

Section 408. Series 2023A Revenue Account; Application of Revenues and Investment Earnings. (a) The Trustee is hereby authorized and directed to deposit into the Series 2023A 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 Second 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 2023A 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 2023A Revenue Account the Series 2023A Pledged Revenues other than Series 2023A-1 Prepayment Principal and Series 2023A-2 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 corresponding Prepayment Subaccount in the Series 2023A 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 2023A Pledged Revenues paid to the Trustee shall be deposited into the Series 2023A Revenue Account, and that Series 2023A Pledged Revenues which the District informs the Trustee is Series 2023A-1 Prepayment Principal or Series 2023A-2 Prepayment Principal shall be deposited into the respective Prepayment Subaccount of the Series 2023A Redemption Account.

(i)  On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-1 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 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A Revenue Account for deposit into the Series 2023A-1 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 2023A Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-1 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2023A-1 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-1 Bonds set forth in the form of Series 2023A-1 Bonds attached hereto, Section 301 hereof, and Article III of the Master Indenture.

(ii)  On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-2 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A Revenue Account for deposit into the Series 2023A-2 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 2023A Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-2 Bonds in the maximum aggregate principal amount for which

moneys are then on deposit in the Series 2023A-2 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-2 Bonds set forth in the form of Series 2023A-2 Bond 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:
(i) from the Series 2023A-1 Capitalized Interest Account to the Series 2023A-1 Interest Account the lesser of (x) the amount of interest coming due on the Series 2023A-1 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2023A-1 Capitalized Interest Account and (ii) from the Series 2023A-2 Capitalized Interest Account to the Series 2023A-2 Interest Account the lesser of (x) the amount of interest coming due on the Series 2023A-2 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2023A-2 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 2023A Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, on a pro rata basis, to the Series 2023A-1 Interest Account of the Series 2023A Debt Service Account, an amount equal to the amount of interest payable on all Series 2023A-1 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-1 Capitalized Interest Account in accordance with Sections 403(b) and 408(d) hereof, and less any other amount already on deposit in the Series 2023A-1 Interest Account not previously credited and to the Series 2023A-2 Interest Account of the Series 2023A Debt Service Account, an amount equal to the amount of interest payable on all Series 2023A-2 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-2 Capitalized Interest Account in accordance with Sections 403(c) and 408(d) hereof, and less any other amount already on deposit in the Series 2023A-2 Interest Account not previously credited;

SECOND, on a pro rata basis, on May 1, 20 , and each May 1 thereafter, to the Series 2023A-1 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2023A-1 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2023A-1 Sinking Fund Account not previously credited and on May 1, 20 , to the Series 2023A-2 Principal Account the amount, if any, equal to the principal amount of Series 2023A-2 Bonds Outstanding and maturing on such May 1, 20 , less any amounts on deposit in the Series 2023A-2 Principal Account not previously credited;

THIRD, on a pro rata basis, to the Series 2023A-1 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2023A-1 Reserve Account Requirement and to the Series 2023A-2 Reserve Account, the amount, if any, which is

necessary to make the amount on deposit therein equal to the Series 2023A-2 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2023A 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 2023A Revenue Account to the Series 2023A Rebate Account established for the Series 2023A 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 2023A Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2023A Acquisition and Construction Account, the Series 2023A-1 Interest Account, the Series 2023A-1 Capitalized Interest Account, the Series 2023A-2 Interest Account, and the Series 2023A-2 Capitalized Interest Account shall be retained, as realized, in such Accounts or subaccounts and used for the purpose of such Account or subaccount. Earnings on investments in the Funds and Accounts other than the Series 2023A-1 Reserve Account, the Series 2023A-2 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2023A Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2023A Reserve Accounts shall be disposed of as follows:

if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2023A Reserve Accounts as of the most recent date on which amounts on deposit in the Series 2023A Reserve Accounts were valued by the Trustee, and if no withdrawals have been made from the Series 2023A Reserve Accounts since such date which have created a deficiency, then earnings on investments in the Series 2023A Reserve Accounts shall be deposited through May 1, 2024, on a pro rata basis, into the Series 2023A-1 Capitalized Interest Account and the Series 2023A-2 Capitalized Interest Account and from May 2, 2024, through November 1, 2024, into the Series 2023A-1 Capitalized Interest Account, and, thereafter earnings in the Series 2023A Reserve Accounts shall be allocated to and deposited into the Series 2023A 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 2023A Reserve Accounts 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 2023A Reserve Accounts and have created such a deficiency, then earnings on investments in the Series 2023A Reserve Accounts shall be deposited on a pro rata basis into the Series 2023A Reserve Accounts until the amounts on deposit therein are equal to the Series 2023A-1 Reserve Account Requirement and/or the Series 2023A-2 Reserve Account Requirement, as applicable, and then

earnings on investments in the Series 2023A Reserve Accounts shall be deposited through May 1, 2024, on a pro rata basis, into the Series 2023A-1 Capitalized Interest Account and Series 2023A- 2 Capitalized Interest Account and from May 2, 2024, through November 1, 2024, to the Series 2023A-1 Capitalized Interest Account, and, thereafter shall be allocated to and deposited into the Series 2023A Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2023A Reserve Accounts, prior to the deposit of any earnings in the Series 2023A Revenue Account, the amount of such proposed transfer shall instead be deposited on a pro rata basis into the Series 2023A Reserve Accounts until the balances on deposit therein are equal to the Series 2023A-1 Reserve Account Requirement and the Series 2023A-2 Reserve Account Requirement.

ARTICLE V CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Second 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 Second 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 2023A Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A Trust Estate other than Bonds issued to refund the Outstanding Series 2023A Bonds. The District further covenants and agrees that so long as the Series 2023A-1 Assessments have not been Substantially Absorbed and the Series 2023A-2 Bonds are Outstanding, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2023A 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 2023A 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 2023A Bonds, or Maintenance Special Assessments.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation of Master Indenture. As supplemented by this Second Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Second 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 Second Supplemental Indenture and to the Series 2023A Bonds issued hereunder. To the extent of any conflict between the Master Indenture and this Second 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 2023A Assessments. (a) Anything herein or in the Master Indenture to the contrary notwithstanding, when permitted by law, Series 2023A-1 Assessments levied on platted lots and pledged hereunder to secure the Series 2023A Bonds shall be collected pursuant to the “Uniform Method” prescribed by Florida Statutes and Series 2023A- 1 Assessments levied on unplatted lots and pledged hereunder to secure the Series 2023A 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.

Anything herein or in the Master Indenture to the contrary notwithstanding, Series 2023A-2 Assessments 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, unless otherwise directed by the Trustee acting at the direction of the Majority Owners during an Event of Default.

All Series 2023A 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 2023A Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2023A 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 2023A Acquisition and Construction Account Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the Series 2023A Bonds are secured solely by the Series 2023A Pledged Revenues and Series 2023A Pledged Funds comprising the Series 2023A Trust Estate. Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2023A Pledged Funds include, without limitation, all amounts on deposit in the Series 2023A Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2023A Bonds, the Series 2023A Pledged Funds may not be used by the District (whether to pay Costs of the Series 2023 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 2023 Project and payment is for such work and (iii) upon the occurrence of an Event of Default with respect to the Series 2023A Bonds, the Series 2023A 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 2023 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

Section 706. Additional Covenant Regarding Series 2023A Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this Second 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 2023A Assessments, including the Assessment Methodology, and to levy the Series 2023A 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 2023A 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 2023A 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

By:	
ATTEST:	Pete Williams, Chair, Board of Supervisors

By:		 Vivian Carvalho, Secretary

[Signature Page to Second Supplemental Trust Indenture]

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

By:		 Amanda Kumar, Vice President

[Signature Page to Second Supplemental Trust Indenture]

SUPPLEMENTAL ENGINEER’S REPORT

See the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F dated November 2022 attached as Appendix A to the Limited Offering Memorandum for the Series 2023A Bonds dated January  , 2023.

FORMS OF SERIES 2023A BONDS

[FORM OF SERIES 2023A-1 BONDS]
No. 2023A-1R-_	$	
United States of America State of Florida
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE BOND, SERIES 2023A-1
(NRR TRACT PROJECT)

Interest	Maturity
Rate	Date

Dated Date

CUSIP

	%	May 1, 20  	January   , 2023		

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 2023A 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 2023A-1 (NRR Tract Project)” and “$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project)” (collectively, the “Series 2023A Bonds”) issued as one Series of Bonds 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 Second Supplemental Trust Indenture, dated as of January 1, 2023 (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 2023A 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 Series 2023A Bonds are being issued simultaneously with the issuance of the District’s Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the “Series 2023A-3 Bonds”), which are separately secured and issued as a single, separate Series of Bonds under the Master Indenture pursuant to a Third Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee. The District will apply the proceeds of the Series 2023A Bonds to: (i) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the initial phase of the NRR Tract CIP (the “Series 2023 Project”); (ii) together with a portion of the proceeds of the Series 2023A-3 Bonds, currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3; (iii) pay certain costs associated with the issuance of the Series 2023A Bonds; (iv) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of

one Series 2023A Bond over another; and (v) pay a portion of the interest to become due on the Series 2023A 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 2023A 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 2023A BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2023A BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2023A TRUST ESTATE PLEDGED TO THE SERIES 2023A 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 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 2023A Bonds are equally and ratably secured by the Series 2023A Trust Estate, without preference or priority of one Series 2023A Bond over another. The District covenants and agrees in the Supplemental Indenture that so long as there are any Series 2023A Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A Trust Estate other than Bonds issued to refund the Outstanding Series 2023A Bonds. The District further covenants and agrees in the Supplemental Indenture that so long as the Series 2023A-1 Assessments have not been Substantially Absorbed and the Series 2023A-2 Bonds are Outstanding, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2023A 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 2023A 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 2023A Bonds, or Maintenance Special Assessments.

The Series 2023A 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 2023A 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 2023A-1 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 2023A-1 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

The Series 2023A-1 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 2023A-1 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 Year		Installment

Maturity

The Series 2023A-1 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 2023A-1 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 Year		Installment

Maturity

The Series 2023A-1 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 2023A-1 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	

* Maturity

The Series 2023A-1 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 2023A-1 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	

* Maturity

As more particularly set forth in the Indenture, any Series 2023A-1 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 2023A-1 Bonds. Amortization Installments are also subject to recalculation, as provided in the Supplemental Indenture, as the result of the redemption of Series 2023A-1 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2023A-1 Bonds as set forth in the Supplemental Indenture.

The Series 2023A-1 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account in the Acquisition and Construction Fund established under the Indenture to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the Indenture; or

from amounts, including Series 2023A-1 Prepayment Principal and any excess on deposit in the Series 2023A-1 Reserve Account as a result of the deposit of such Series 2023A-1 Prepayment Principal, required by the Indenture to be deposited into the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account; or

from amounts transferred to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account resulting from a reduction in the Series 2023A-1 Reserve Account Requirement as provided for in the Indenture; or

on the date on which the amount on deposit in the Series 2023A-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-1 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2023A-1 Bonds shall be called for redemption, the particular Series 2023A-1 Bonds or portions of Series 2023A-1 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 2023A 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 2023A 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 2023A 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 2023A Bonds or such portions thereof on such date, interest on such Series 2023A Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2023A 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 2023A 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 2023A 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 2023A Bonds as to the Series 2023A 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

By:	
ATTEST:	Pete Williams, Chair

By:		 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

Date of Authentication:

 January  , 2023	

By:		 Amanda Kumar, Vice President

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, 2022.

By:		 Pete Williams, Chair, Board of Supervisors

ABBREVIATIONS FOR SERIES 2023A-1 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 2023A-1 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.

[FORM OF SERIES 2023A-2 BOND]
No. 2023A-2R-1	$	

United States of America State of Florida
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE REFUNDING BOND, SERIES 2023A-2 (NRR TRACT PROJECT)

Interest	Maturity
Rate	Date
	%	May 1, 20 

Dated Date
January   , 2023

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 2023A 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 2023A-1 (NRR Tract Project)” and “$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project)” (collectively, the “Series 2023A Bonds”) issued as one Series of Bonds 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 Second Supplemental Trust Indenture, dated as of January 1, 2023 (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 2023A 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 Series 2023A Bonds are being issued simultaneously with the issuance of the District’s Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the “Series 2023A-3 Bonds”), which are separately secured and issued as a single, separate Series of Bonds under the Master Indenture pursuant to a Third Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee. The District will apply the proceeds of the Series 2023A Bonds to: (i) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the initial phase of the NRR Tract CIP (the “Series 2023 Project”); (ii) together with a portion of the proceeds of the Series 2023A-3 Bonds, currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3; (iii) pay certain costs associated with the issuance of the Series 2023A Bonds; (iv) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another; and (v) pay a portion of the interest to become due on the Series 2023A 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 2023A 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 2023A BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2023A BONDS, SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2023A TRUST ESTATE PLEDGED TO THE SERIES 2023A 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 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 2023A Bonds are equally and ratably secured by the Series 2023A Trust Estate, without preference or priority of one Series 2023A Bond over another. The District covenants and agrees in the Supplemental Indenture that so long as there are any Series 2023A Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A Trust Estate other than Bonds issued to refund the Outstanding Series 2023A Bonds. The District further covenants and agrees in the Supplemental Indenture that so long as the Series 2023A-1 Assessments have not been Substantially Absorbed and the Series 2023A-2 Bonds are Outstanding, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2023A 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 2023A 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 2023A Bonds, or Maintenance Special Assessments.

The Series 2023A 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 2023A 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 2023A-2 Bonds are not subject to redemption prior to maturity at the option of the District.

The Series 2023A-2 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account in the Acquisition and Construction Fund established under the Indenture to the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the Indenture; or

from amounts, including Series 2023A-2 Prepayment Principal and any excess on deposit in the Series 2023A-2 Reserve Account as a result of the deposit of such Series 2023A-2 Prepayment Principal, required by the Indenture to be deposited into the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-2 Bonds then Outstanding, including accrued interest thereon.

Notice of each redemption of Series 2023A 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 2023A 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 2023A 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 2023A Bonds or such portions thereof on such date, interest on such Series 2023A Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2023A 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 2023A 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.

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 2023A 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 2023A Bonds as to the Series 2023A 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

By:	
ATTEST:	Pete Williams, Chair

By:		 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

Date of Authentication:

 January  , 2023	

By:		 Amanda Kumar, Vice President

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.

By:	 Pete Williams, Chair, Board of Supervisors

ABBREVIATIONS FOR SERIES 2023A-2 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 2023A-2 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.

BMO Draft #1 12/08/2022

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

Dated as of January 1, 2023

$	
Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract 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 Third Supplemental Trust Indenture.

ARTICLE I DEFINITIONS
Section 101.	Definitions	4
ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2023A-3 BONDS
Section 201.	Authorization of Series 2023A-3 Bonds; Book-Entry Only Form	7
Section 202.	Terms	8
Section 203.	Dating and Interest Accrual	8
Section 204.	Denominations	9
Section 205.	Paying Agent	9
Section 206.	Bond Registrar	9
Section 207.	Conditions Precedent to Issuance of Series 2023A-3 Bonds	9
ARTICLE III REDEMPTION OF SERIES 2023A-3 BONDS
Section 301.	Bonds Subject to Redemption; Notice of Redemption	10
ARTICLE IV
DEPOSIT OF SERIES 2023A-3 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF
Section 401.	Establishment of Accounts	10
Section 402.	Use of Series 2023A-3 Bond Proceeds	10
Section 403.	Series 2023A-3 Acquisition and Construction Account and Series 2023A-3 Capitalized Interest Account	11
Section 404.	Costs of Issuance Account	12
Section 405.	Series 2023A-3 Reserve Account	12
Section 406.	Reserved	13
Section 407.	Tax Covenants and Rebate Account	13
Section 408.	Series 2023A-3 Revenue Account; Application of Revenues and Investment Earnings	13
ARTICLE V CONCERNING THE TRUSTEE

Section 501.	Acceptance by Trustee	15
Section 502.	Limitation of Trustee’s Responsibility	15
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	17
Section 702.	Continuing Disclosure Agreement	17
Section 703.	Collection of Series 2023A-3 Assessments	17
Section 704.	Requisite Owners for Direction or Consent	17
Section 705.	Owner Direction and Consent with Respect to Series 2023A-3 Acquisition
and Construction Account Upon Occurrence of Event of Default	17
Section 706.	Additional Covenant Regarding Series 2023A-3 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 2023A-3 Bonds

THIRD SUPPLEMENTAL TRUST INDENTURE

THIS THIRD SUPPLEMENTAL TRUST INDENTURE (this “Third Supplemental Indenture”) is dated as of January 1, 2023, 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. 2022-13, on July 13, 2022, providing for the acquisition, construction and installation of assessable capital improvements more particularly described in the Supplemental Report for Project Phases I, II, III and Phases IV-C Through IV-F dated July 2022 prepared by Clearview Land Design, P.L. (the (the “NRR Tract CIP”), providing estimated Costs of the NRR Tract CIP, defining assessable property to be benefited by the NRR Tract CIP, defining the portion of the Costs of the NRR Tract 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 NRR Tract CIP, and the Governing Body of the District duly adopted Resolution No. 2022-20, on August 17, 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 2023A-3 Assessments (hereinafter defined) to the final pricing of the Series 2023A-3 Bonds (hereinafter defined); and

WHEREAS, pursuant to Resolution No. 2023-14, adopted by the Governing Body of the District on December 14, 2022, the District has authorized the issuance, sale and delivery of its
$	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the “Series 2023A-3 Bonds”) which are issued hereunder as a Series of Bonds under, and as defined in, the Master Indenture, and has reaffirmed the Master Indenture and authorized the execution and delivery of this Third

Supplemental Indenture to secure the issuance of the Series 2023A-3 Bonds and to set forth the terms of the Series 2023A-3 Bonds; and

WHEREAS, the Series 2023A-3 Bonds constitute a Series of Bonds as authorized by the Master Bond Resolution; and

WHEREAS, simultaneously with the issuance of the Series 2023A-3 Bonds, the District is issuing its $		 North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the “Series 2023A-1 Bonds”) and its $	 North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (the “Series 2023A-2 Bonds” and, together with the Series 2023A-1 Bonds, the “Series 2023A Bonds”), which are separately secured and issued as a single, separate Series of Bonds under the Master Indenture pursuant to a Second Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee; and

WHEREAS, the District will apply the proceeds of the Series 2023A-3 Bonds to: (i) together with a portion of the proceeds of the Series 2023A Bonds, finance a portion of the initial phase of the NRR Tract CIP (the “Series 2023 Project”) more particularly described in the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F dated November 2022, prepared by Clearview Land Design, P.L., and attached hereto as Exhibit A; (ii) together with a portion of the proceeds of the Series 2023A-2 Bonds, currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3; (iii) pay certain costs associated with the issuance of the Series 2023A-3 Bonds; (iv) make a deposit into the Series 2023A-3 Reserve Account; and (v) pay a portion of the interest to become due on the Series 2023A-3 Bonds; and

WHEREAS, the Series 2023A-3 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 2023 Project (the “Series 2023A-3 Assessments”), which, together with the Series 2023A-3 Pledged Funds (hereinafter defined) will comprise the Trust Estate securing the Series 2023A-3 Bonds (the “Series 2023A-3 Trust Estate”), which shall constitute a “Series Trust Estate” as defined in the Master Indenture; and

WHEREAS, the execution and delivery of the Series 2023A-3 Bonds and of this Third Supplemental Indenture have been duly authorized by the Governing Body of the District and all things necessary to make the Series 2023A-3 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Third Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the Series 2023A-3 Trust Estate have been done;

NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS THIRD 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 2023A-3 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 2023A-3 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 Third Supplemental Indenture and in the Series 2023A-3 Bonds: (a) has executed and delivered this Third 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 2023A-3 Assessments (the “Series 2023A-3 Pledged Revenues”) and the Funds and Accounts (except for the Series 2023A-3 Rebate Account) established hereby (the “Series 2023A-3 Pledged Funds”) which shall comprise a part of the Series 2023A-3 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 2023A-3 Bonds issued or to be issued under and secured by this Third Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any one Series 2023A-3 Bond over any other Series 2023A-3 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 2023A-3 Bonds or any Series 2023A-3 Bond of a particular maturity issued, secured and Outstanding under this Third Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2023A-3 Bonds and this Third 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 Third 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 Third Supplemental Indenture, then upon such final payments, this Third Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series

2023A-3 Bonds or any Series 2023A-3 Bond of a particular maturity, otherwise this Third Supplemental Indenture shall remain in full force and effect;

THIS THIRD SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and it is
expressly declared, that all Series 2023A-3 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 Third Supplemental Indenture), including this Third 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 2023A-3 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:

“2020A-3 Indenture” shall mean the Master Trust Indenture, as supplemented by the Second Supplemental Trust Indenture, each dated as of December 1, 2020, and each by and between the District, as successor by merger to the North River Ranch Community Development District and the Trustee, as successor in interest to U.S. Bank National Association, as trustee.

“Acquisition Agreement” shall mean the Agreement between the District and the [Developers] Regarding the Acquisition of Certain Work Product and Infrastructure (Fieldstone Phase 2 Project), dated as of January  , 2023.

“Assessment Methodology” shall mean, collectively, the Master Special Assessment Methodology Report for Phases I, II, III and IV-C Through IV-F prepared by Wrathell, Hunt and Associates, LLC and dated July 6, 2022, as supplemented by the [Supplemental Assessment Report Series 2023 (NRR Tract) Project] dated January  , 2023.

"Authorized Denomination" shall mean, with respect to the Series 2023A-3 Bonds, $5,000 or any integral multiple thereof; provided however, that the Series 2023A-3 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 [Collateral Assignment and Assumption of Development and Contract Rights Relating to the NRR Tract 2023 Project], dated as of January
	, 2023, by the [Developers and the Landowners] in favor of the District.

“Completion Agreement” shall mean the [Agreement among the District, the Landowners, and the Developers] Regarding the Completion of Certain Improvements (NRR Tract 2023 Project)], dated as of January  , 2023.

“Declaration of Consent” shall mean the [Declaration of Consent to Jurisdiction of North River Ranch Improvement Stewardship District and to Imposition of Special Assessments (Series 2023 Project) by the Landowners].

“Delinquent Assessment Interest” shall mean Series 2023A-3 Assessment Interest deposited by the District with the Trustee on or after May 1 of the year in which such Series 2023A-3 Assessment Interest has, or would have, become delinquent under State law applicable thereto.

“Delinquent Assessment Principal” shall mean Series 2023A-3 Assessment Principal deposited by the District with the Trustee on or after May 1 of the year in which such Series 2023A-3 Assessment Principal has, or would have, become delinquent under State law applicable thereto.

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

“Developers” shall mean, collectively, Fortress Investors Management, LLC, a Florida limited liability company, and Presidio Asset Management, LLC, a Florida limited liability company.

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

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

“Landowners” shall mean, collectively, Haval Farms, LLC, a Florida limited liability company; Citadel Asset Group, LLC, a Florida limited liability company; Fortress Investors Management, LLC, a Florida limited liability company; Woolridge Investments L.L.C., a Delaware limited liability company; Blackhawk Capital Management, LLC, a Florida limited liability company; Lasalle Holding Partners, LLC, a Florida limited liability company; and Seneca Real Holdings, LLC, a Florida limited liability company.

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

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

“Series 2023 Project” shall mean the portion of the NRR Tract CIP described in the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F attached hereto as Exhibit A, a portion of which will be funded with proceeds of the Series 2023A-3 Bonds.

“Series 2023A-3 Assessment Proceedings” shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2023A-3 Assessments which include Resolution Nos. 2022-13, 2022-14, 2022-20 and 2023- , adopted by the Governing Body of the District, and any supplemental proceedings undertaken by the District with respect to the Series 2023A-3 Assessments and the Assessment Methodology as approved thereby.

“Series 2023A-3 Pledged Funds” shall mean all of the Funds and Accounts created hereby with the Trustee, including the subaccounts therein, other than the Series 2023A-3 Rebate Account in the Rebate Fund.

“Series 2023A-3 Pledged Revenues” shall mean all revenues received by the District from the Series 2023A-3 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 2023A-3 Bonds.

“Series 2023A-3 Assessment Interest” shall mean the interest on the Series 2023A-3 Assessments which is pledged to the Series 2023A-3 Bonds.

“Series 2023A-3 Assessment Principal” shall mean the principal amount of Series 2023A- 3 Assessments received by the District which represents a proportionate amount of the principal of and Amortization Installments of the Series 2023A-3 Bonds, other than applicable Delinquent Assessment Principal and Series 2023A-3 Prepayment Principal.

“Series 2023A-3 Prepayment Principal” shall mean the excess amount of Series 2023A-3 Assessment Principal received by the District over the Series 2023A-3 Assessment Principal included within a Series 2023A-3 Assessment appearing on any outstanding and unpaid tax bill, whether or not mandated to be prepaid in accordance with the Series 2023A-3 Assessment Proceedings. Anything herein or in the Master Indenture to the contrary notwithstanding, the term Series 2023A-3 Prepayment Principal shall not mean the proceeds of any Refunding Bonds or other borrowing of the District.

“Series 2023A-3 Reserve Account Requirement” shall mean an amount equal to one hundred percent (100%) of the maximum annual interest requirement for all Outstanding Series 2023A-3 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2023A-3 Bonds is equal to $	.

“True-Up Agreement” shall mean the [Agreement Regarding the True Up and Payment of Special Assessments for Special Assessment Revenue Refunding Bonds, Series 2023 (NRR Tract 2023 Project), dated as of January   , 2023, between the District and the Landowners].

“Underwriter” shall mean MBS Capital Markets, LLC.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2023A-3 BONDS

Section 201. Authorization of Series 2023A-3 Bonds; Book-Entry Only Form. The Series 2023A-3 Bonds are hereby authorized to be issued for the purposes enumerated in the recitals
hereto as a Series of Bonds designated “$	 North River Ranch Improvement
Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project).” The Series 2023A-3 Bonds shall be substantially in the form set forth as Exhibit B to this Third Supplemental Indenture. The Series 2023A-3 Bond shall bear the designation “2023A-3R- 1.”

The Series 2023A-3 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2023A-3 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2023A-3 Bond is registered in the registration books kept by the Bond Registrar as the absolute Owner of such Series 2023A-3 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2023A-3 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2023A-3 Bond, for the purpose of registering transfers with respect to such Series 2023A-3 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and

interest on the Series 2023A-3 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 2023A-3 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 2023A-3 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 Third 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 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 Bonds shall designate, in accordance with the provisions hereof.

Section 202. Terms. The Series 2023A-3 Bonds shall be issued as one (1) Term Bonds, shall be dated as of the date of its issuance and delivery to the initial purchasers thereof, shall bear interest at the fixed interest rate per annum and shall mature in the amount and on the date set forth below:

Principal	Maturity	Interest	
Amount	Date	Rate	

Section 203. Dating and Interest Accrual. Each Series 2023A-3 Bond shall be dated January  , 2023. Each Series 2023A-3 Bond also shall bear its date of authentication. Each Series 2023A-3 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 2023A-3 Bond has been paid, in which event such

Series 2023A-3 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2023A-3 Bonds, in which event, such Series 2023A-3 Bond shall bear interest from its date. Interest on the Series 2023A-3 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 2023A-3 Bonds shall be issued in Authorized Denominations; provided, however, that the Series 2023A-3 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 2023A-3 Bonds.

Section 206. Bond Registrar. The District appoints the Trustee as Bond Registrar for the Series 2023A-3 Bonds.

Section 207. Conditions Precedent to Issuance of Series 2023A-3 Bonds. In addition to complying with the requirements set forth in the Master Indenture in connection with the issuance of the Series 2023A-3 Bonds, all the Series 2023A-3 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 2023A-3 Assessment Proceedings;

Executed copies of the Master Indenture and this Third Supplemental Indenture;

A customary Bond Counsel opinion;

The opinion of counsel to the District required by the Master Indenture;

A certificate of an Authorized Officer to the effect that, upon the authentication and delivery of the Series 2023A-3 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Third Supplemental Indenture;

An Engineers’ Certificate or Engineers’ Certificates which set forth certain matters with respect to the Series 2023 Project;

A copy of the Order Adopting and Approving Magistrate’s Report and Recommended Final Judgment in respect of the Bonds together with a certificate of no appeal; and

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

Payment to the Trustee of $	upon the initial issuance of the Series 2023A-3
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 2023A-3 BONDS

Section 301. Bonds Subject to Redemption; Notice of Redemption. The Series 2023A-3 Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit B to this Third Supplemental Indenture. Interest on Series 2023A-3 Bonds which are called for redemption shall be paid on the date of redemption from the Series 2023A-3 Interest Account or Series 2023A-3 Revenue Account to the extent monies in the Series 2023A-3 Interest Account are insufficient for such purpose. Notice of redemption shall be given as provided in the Master Indenture.

ARTICLE IV
DEPOSIT OF SERIES 2023A-3 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

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

There are hereby established within the Acquisition and Construction Fund held by the Trustee: (i) a Series 2023A-3 Acquisition and Construction Account; and (ii) a Series 2023A- 3 Costs of Issuance Account.

There are hereby established within the Debt Service Fund held by the Trustee: (i) a Series 2023A-3 Debt Service Account and therein a Series 2023A-3 Principal Account, a Series 2023A-3 Interest Account, and a Series 2023A-3 Capitalized Interest Account; and (ii) a Series 2023A-3 Redemption Account and therein a Series 2023A-3 Prepayment Subaccount and a Series 2023A-3 Optional Redemption Subaccount;

There is hereby established within the Reserve Fund held by the Trustee a Series 2023A-3 Reserve Account;

There is hereby established within the Revenue Fund held by the Trustee a Series 2023A-3 Revenue Account; and

There is hereby established within the Rebate Fund held by the Trustee a Series 2023A-3 Rebate Account.

Section 402. Use of Series 2023A-3 Bond Proceeds. The net proceeds of the sale of the
Series 2023A-3 Bonds, in the amount of $	 (consisting of $	
principal amount of Series 2023A-3 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 pursuant to Section 207 of the Master Indenture, be applied as follows:

$	, representing the Series 2023A-3 Reserve Account Requirement at the time of issuance of the Series 2023A-3 Bonds, shall be deposited to the Series 2023A-3 Reserve Account;

$	, representing the costs of issuance relating to the Series 2023A-3 Bonds, shall be deposited to the credit of the Series 2023A-3 Costs of Issuance Account;

$	, representing interest on the Series 2023A-3 Bonds due through May 1, 2024, shall be deposited to the credit of the Series 2023A-3 Capitalized Interest Account;

$		 shall be deposited with the Trustee and shall be credited to the Series 2020A-3 Optional Redemption Subaccount in the Series 2020A Redemption Account held by the Trustee under the 2020A-3 Indenture and applied to the optional redemption of the Series 2020A- 3 Bonds on 	, 2023; and

$	 shall be deposited to the credit of the Series 2023A-3 Acquisition and Construction Account.

Section 403. Series 2023A-3 Acquisition and Construction Account and Series 2023A-3 Capitalized Interest Account. (a) Amounts on deposit in the Series 2023A-3 Acquisition and Construction Account shall be applied to pay Costs of the Series 2023 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 2023 Project, and any balance remaining in the Series 2023A-3 Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2023 Project which are required to be reserved in the Series 2023A-3 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 2023A-3 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-3 Bonds in accordance with Section 301 hereof and in the manner prescribed in the form of Series 2023A-3 Bonds set forth as Exhibit B hereto. After there are no funds therein and the Date of Completion of the Series 2023 Project has been established, the Series 2023A-3 Acquisition and Construction Account shall be closed.

Amounts on deposit in the Series 2023A-3 Capitalized Interest Account shall, until and including May 1, 2024, be transferred into the Series 2023A-3 Interest Account and applied to the payment of interest first coming due on the Series 2023A-3 Bonds, and thereafter transferred into the Series 2023A-3 Acquisition and Construction Account, whereupon the Series 2023A-3 Capitalized Interest Account shall be closed.

Section 404. Costs of Issuance Account. The amount deposited in the Series 2023A-3 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 2023A-3 Bonds. On the date of issuance of the Series 2023A-3 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 2023A-3 Bonds, any amounts deposited in the Series 2023A-3 Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2023A-3 Acquisition and Construction Account and used for the purposes permitted therefor, whereupon the Series 2023A-3 Costs of Issuance Account shall be closed.

Section 405. Series 2023A-3 Reserve Account. The Series 2023A-3 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-3 Reserve Account Requirement. Except as otherwise provided herein or in the Master Indenture, amounts on deposit in the Series 2023A-3 Reserve Account shall be used only for the purpose of making payments into the Series 2023A-3 Interest Account and the Series 2023A-3 Principal Account to pay Debt Service on the Series 2023A-3 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 2023A-3 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 2023A-3 Reserve Account Requirement taking into account any Series 2023A-3 Prepayment Principal on deposit in the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-3 Reserve Account as a result of such Series 2023A-3 Prepayment Principal to the Series 2023A-3 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 amount in the Series 2023A-3 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-3 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 2023A-3 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-3 Bonds, together with accrued interest on such Series 2023A- 3 Bonds to the earliest date of redemption permitted therein and herein, then the Trustee shall transfer the amount on deposit in the Series 2023A-3 Reserve Account into the Series 2023A-3 Prepayment Subaccount in the Series 2023A-3 Redemption Account to pay and redeem all of the Outstanding Series 2023A-3 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 2023A-3 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. Reserved.

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 2023A-3 Bonds, as amended and supplemented from time to time in accordance with their terms.

Section 408. Series 2023A-3 Revenue Account; Application of Revenues and Investment Earnings. (a) The Trustee is hereby authorized and directed to deposit into the Series 2023A-3 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 Third 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 2023A-3 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 2023A-3 Revenue Account the Series 2023A-3 Pledged Revenues other than Series 2023A-3 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 2023A-3 Prepayment Subaccount in the Series 2023A-3 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 2023A-3 Pledged Revenues paid to the Trustee shall be deposited into the Series 2023A-3 Revenue Account, and that Series 2023A-3 Pledged Revenues which the District informs the Trustee is Series 2023A-3 Prepayment Principal shall be deposited into the Series 2023A-3 Prepayment Subaccount of the Series 2023A- 3 Redemption Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-3 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A-3 Revenue Account for deposit into the Series 2023A-3 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 2023A-3 Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-3 Bonds in the maximum aggregate principal amount for which

moneys are then on deposit in the Series 2023A-3 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-3 Bonds set forth in the form of Series 2023A-3 Bond 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 2023A-3 Capitalized Interest Account to the Series 2023A-3 Interest Account the lesser of (i) the amount of interest coming due on the Series 2023A-3 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (ii) the amount remaining in the Series 2023A-3 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 2023A-3 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, to the Series 2023A-3 Interest Account of the Series 2023A-3 Debt Service Account, an amount equal to the amount of interest payable on all Series 2023A-3 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-3 Capitalized Interest Account in accordance with Sections 403(b) and 408(d) hereof, and less any other amount already on deposit in the Series 2023A-3 Interest Account not previously credited;

SECOND, on May 1, 20 , to the Series 2023A-3 Principal Account the amount, if any, equal to the principal amount of Series 2023A-3 Bonds Outstanding and maturing on such May 1, 20 , less any amounts on deposit in the Series 2023A-3 Principal Account not previously credited;

THIRD, to the Series 2023A-3 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2023A-3 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2023A-3 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 2023A-3 Revenue Account to the Series 2023A-3 Rebate Account established for the Series 2023A-3 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 2023A-3 Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2023A-3 Acquisition and Construction Account, the Series 2023A-3 Interest Account, and the Series 2023A-

3 Capitalized Interest Account shall be retained, as realized, in such Accounts or subaccounts and used for the purpose of such Account or subaccount. Earnings on investments in the Funds and Accounts other than the Series 2023A-3 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2023A-3 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2023A-3 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 2023A-3 Reserve Account as of the most recent date on which amounts on deposit in the Series 2023A-3 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2023A-3 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited through May 1, 2024, into the Series 2023A-3 Capitalized Interest Account, and, thereafter earnings in the Series 2023A-3 Reserve Account shall be allocated to and deposited into the Series 2023A-3 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 2023A-3 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 2023A- 3 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited into the Series 2023A-3 Reserve Account until the amount on deposit therein is equal to the Series 2023A-3 Reserve Account Requirement and then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited through May 1, 2024, to the Series 2023A-3 Capitalized Interest Account, and, thereafter shall be allocated to and deposited into the Series 2023A-3 Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2023A-3 Reserve Account, prior to the deposit of any earnings in the Series 2023A-3 Revenue Account, the amount of such proposed transfer shall instead be deposited into the Series 2023A-3 Reserve Account until the balance on deposit therein is equal to the Series 2023A-3 Reserve Account Requirement.

ARTICLE V CONCERNING THE TRUSTEE

Section 501. Acceptance by Trustee. The Trustee accepts the trusts declared and provided in this Third 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 Third 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 the Series 2023A-3 Bonds are Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A-3 Trust Estate other than Bonds issued to refund the Outstanding Series 2023A-3 Bonds. The District further covenants and agrees that so long as the Series 2023A-3 Bonds are Outstanding, it will not impose additional Assessments for capital projects on any lands then subject to the Series 2023A-3 Assessments without the prior written consent of the Majority Owners; provided, however, that the District shall have the option to refund all or a portion of the Outstanding principal amount of the Series 2023A-3 Bonds without such consent if: (i) the District identifies the lands subject to the Series 2023A-3 Assessments which would also be subject to parity Assessments on account of the issuance of such Additional Bonds (the “Released Lands”); (ii) from the proceeds of Bonds or other moneys of the District there are deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account funds equal to the collective Series 2023A- 3 Assessments then levied against the Released Lands (the “Released Amounts”) and there is simultaneously delivered to the Trustee a written description or inventory of the Released Lands and the corresponding Released Amounts; (iii) upon such payment and delivery, the pledge and lien of this Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be released and extinguished; provided, however that if so directed by the District, the lien of this Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be transferred to a Series Trust Estate for a Series of Bonds issued under the Master Indenture, as supplemented with respect to such Series of Bonds, and in such case the lien shall immediately attach without further action by the District or the Trustee other than the direction by the District to the Trustee to so transfer; and (iv) moneys deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account as hereinabove provided shall be applied by the Trustee to the optional redemption of Series 2023A-3 Bonds on the first succeeding date permitted therefor. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall have received a certificate from the District on which it may conclusively rely that all of the applicable conditions set forth in this Section 601 have been met. Notwithstanding the foregoing, nothing in this Section 601 shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2023A-3 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 2023A-3 Bonds, or Maintenance Special Assessments.

ARTICLE VII MISCELLANEOUS

Section 701. Confirmation of Master Indenture. As supplemented by this Third Supplemental Indenture, the Master Indenture is in all respects ratified and confirmed, and this Third 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 Third Supplemental Indenture and to the Series 2023A-3 Bonds issued hereunder. To the extent of any conflict between the Master Indenture and this Third 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 2023A-3 Assessments. Anything herein or in the Master Indenture to the contrary notwithstanding, Series 2023A-3 Assessments 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, unless otherwise directed by the Trustee acting at the direction of the Majority Owners during an Event of Default.

All Series 2023A-3 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 2023A-3 Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2023A-3 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 2023A-3 Acquisition and Construction Account Upon Occurrence of Event of Default. In accordance with the provisions of the Indenture, the Series 2023A-3 Bonds are secured solely by the Series 2023A-3 Pledged Revenues and Series 2023A-3 Pledged Funds comprising the Series 2023A-3 Trust Estate.

Anything in the Indenture to the contrary notwithstanding, the District hereby acknowledges that (i) the Series 2023A-3 Pledged Funds include, without limitation, all amounts on deposit in the Series 2023A-3 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2023A-3 Bonds, the Series 2023A-3 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2023 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 2023 Project and payment is for such work and (iii) upon the occurrence of an Event of Default with respect to the Series 2023A-3 Bonds, the Series 2023A-3 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 2023 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

Section 706. Additional Covenant Regarding Series 2023A-3 Assessments. In addition to, and not in limitation of, the covenants contained elsewhere in this Third 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 2023A-3 Assessments, including the Assessment Methodology, and to levy the Series 2023A-3 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 2023A-3 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 2023A-3 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

By:	
ATTEST:	Pete Williams, Chair, Board of Supervisors

By:		 Vivian Carvalho, Secretary

[Signature Page to Third Supplemental Trust Indenture]

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

By:		 Amanda Kumar, Vice President

[Signature Page to Third Supplemental Trust Indenture]

SUPPLEMENTAL ENGINEER’S REPORT

See the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F dated November 2022 attached as Appendix A to the Limited Offering Memorandum for the Series 2023A-3 Bonds dated January  , 2023.

FORM OF SERIES 2023A-3 BONDS

No. 2023A-3R-1	$	

United States of America State of Florida
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT SPECIAL ASSESSMENT REVENUE REFUNDING BOND, SERIES 2023A-3 (NRR TRACT PROJECT)

Interest	Maturity
Rate	Date
	%	May 1, 20 

Dated Date
January   , 2023

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 2023A-3 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 Refunding Bonds, Series 2023A-3 (NRR Tract Project)” (the “Series 2023A-3 Bonds”) issued as a Series of Bonds 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 Third Supplemental Trust Indenture, dated as of January 1, 2023 (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 2023A-3 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 Series 2023A-3 Bonds are being issued simultaneously with the issuance of the District’s Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) and Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (together, the “Series 2023A Bonds”), which are separately secured and issued as a one, separate Series of Bonds under the Master Indenture pursuant to a Second Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee. The District will apply the proceeds of the Series 2023A-3 Bonds to: (i) together with a portion of the proceeds of the Series 2023A Bonds, finance a portion of the initial phase of the NRR Tract CIP (the “Series 2023 Project”); (ii) together with a portion of the proceeds of the Series 2023A-2 Bonds, currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3; (iii) pay certain costs associated with the issuance of the Series 2023A-3 Bonds; (iv) make a deposit into the Series 2023A-3 Reserve Account; and (v) pay a portion of the interest to become due on the Series 2023A- 3 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 2023A-3 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 2023A-3 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2023A-3 BONDS, SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2023A-3 TRUST ESTATE PLEDGED TO THE SERIES 2023A-3 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 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 2023A-3 Bonds are equally and ratably secured by the Series 2023A-3 Trust Estate, without preference or priority of one Series 2023A-3 Bond over another.

The District covenants and agrees in the Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A-3 Trust Estate other than Bonds issued to refund the Outstanding Series 2023A-3 Bonds. The District further covenants and agrees in the Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it will not impose additional Assessments for capital projects on any lands then subject to the Series 2023A-3 Assessments without the prior written consent of the Majority Owners; provided, however, that the District shall have the option to refund all or a portion of the Outstanding principal amount of the Series 2023A-3 Bonds without such consent if: (i) the District identifies the lands subject to the Series 2023A-3 Assessments which would also be subject to parity Assessments on account of the issuance of such Additional Bonds (the “Released Lands”); (ii) from the proceeds of Bonds or other moneys

of the District there are deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account funds equal to the collective Series 2023A-3 Assessments then levied against the Released Lands (the “Released Amounts”) and there is simultaneously delivered to the Trustee a written description or inventory of the Released Lands and the corresponding Released Amounts; (iii) upon such payment and delivery, the pledge and lien of the Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be released and extinguished; provided, however that if so directed by the District, the lien of the Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be transferred to a Series Trust Estate for a Series of Bonds issued under the Master Indenture, as supplemented with respect to such Series of Bonds, and in such case the lien shall immediately attach without further action by the District or the Trustee other than the direction by the District to the Trustee to so transfer; and (iv) moneys deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account as above provided shall be applied by the Trustee to the optional redemption of Series 2023A-3 Bonds on the first succeeding date permitted therefor. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall have received a certificate from the District on which it may conclusively rely that all of the applicable conditions set forth in Section 601 of the Supplemental Indenture have been met. Notwithstanding the foregoing, nothing in the Indenture shall preclude the imposition of capital Assessments at any time on property subject to the Series 2023A-3 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 2023A-3 Bonds, or Maintenance Special Assessments.

The Series 2023A-3 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 2023A-3 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 2023A-3 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date at the Redemption Price of the principal amount of the

Series 2023A-3 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

The Series 2023A-3 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A-3 Acquisition and Construction Account in the Acquisition and Construction Fund established under the Indenture to the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account in accordance with the terms of the Indenture; or

from amounts, including Series 2023A-3 Prepayment Principal and any excess on deposit in the Series 2023A-3 Reserve Account as a result of the deposit of such Series 2023A-3 Prepayment Principal, required by the Indenture to be deposited into the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-3 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-3 Bonds then Outstanding, including accrued interest thereon.

Notice of each redemption of Series 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 Bonds or such portions thereof on such date, interest on such Series 2023A-3 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2023A-3 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 2023A-3 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 2023A-3 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 2023A-3 Bonds as to the Series 2023A-3 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

By:	
ATTEST:	Pete Williams, Chair

By:		 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

Date of Authentication:

 January  , 2023	

By:		 Amanda Kumar, Vice President

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.

By:	 Pete Williams, Chair, Board of Supervisors

ABBREVIATIONS FOR SERIES 2023A-3 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 2023A-3 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)

$[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project)

$[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project)

$[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract 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 Indentures (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 $[A-1 Amount] aggregate principal amount of Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the "Series 2023A-1 Bonds"), its $[A-2 Amount] aggregate principal amount of Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the "Series 2023A-2 Bonds" and, together with the Series 2023A-1 Bonds, the "Series 2023A Bonds"), and its $[A-3 Amount] aggregate principal amount of Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the "Series 2023A-3 Bonds" and, collectively with the Series 2023A Bonds, 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 Series 2023A Bonds shall be $[2023A PP] (representing the $[2023A Amount].00 aggregate principal amount of the Series 2023A Bonds less an underwriter's discount of $[2023A UD] and [less/plus] a [net] original issue [discount/premium] of $[2023A OID/OIP]) and the purchase price of the Series 2023A-3 Bonds shall be $[2023A-3 PP] (representing the
$[2023A-3 Amount].00 aggregate principal amount of the Series 2023A-3 Bonds less an underwriter's discount of $[2023A-3 UD] and [less/plus] a [net] original issue [discount/premium] of $[2023A-3 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 Second Supplemental Trust Indenture dated as of January 1, 2023, with respect to the Series 2023A Bonds (the "Second Supplemental Indenture" and, together with the Master Indenture, the "2023A Indenture"), and a Third Supplemental Trust Indenture dated as of January 1, 2023, with respect to the Series 2023A-3 Bonds (the "Third Supplemental Indenture" and, together with the Master Indenture, the "2023A-3 Indenture" and, collectively with the 2023A Indenture, the "Indentures"), each by and between the District and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), and Resolution Nos. 2021-31 and 2023-14 adopted by the Board on July 28, 2021 and December 14, 2022, respectively (collectively, the "Bond Resolution").

The Series 2023 Assessments have been levied by the District on certain lands in the District which are those lands specially benefited by the Series 2023 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:

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

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

"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 [PLOM Date] (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 Indentures, the Continuing Disclosure Agreement, dated as of the Closing Date, among the District, Fortress Investors Management, LLC, a Florida limited liability company ("Fortress Investors Management"), Presidio Asset Management, LLC, a Florida limited liability company (together, the "Developers"), Haval Farms, LLC, a Florida limited liability company, Citadel Asset Group, LLC, a Florida limited liability company, Woolridge Investments L.L.C., a Delaware limited liability company, Blackhawk Capital Management, LLC, a Florida limited liability company, Lasalle Holding Partners, LLC, a Florida limited liability company and Seneca Real Holdings, LLC (collectively with Fortress Investors Management, the "Landowners") 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 [Agreement Between the District, the Developers and Neal Land & Neighborhoods, LLC Regarding the Completion of Certain Improvements (NRR Tract Project)], dated as of the

Closing Date (the "Completion Agreement"), the [Agreement Between the District, the Developers, and the Landowners, Regarding the Acquisition of Certain Work Product and Infrastructure (NRR Tract Project)], dated as of the Closing Date (the "Acquisition Agreement"), the [Collateral Assignment and Assumption of Development and Contract Rights Relating to the NRR Tract Project] among the District and the Landowners, dated as of the Closing Date (the "Collateral Assignment"), the [Agreement for the True Up and Payment of Special Assessments for Special Assessment Revenue Bonds, Series 2023 (NRR Tract Project)] between the District and the Landowners, dated as of the Closing Date ("True-Up Agreement"), and the [Declaration of Consent to Jurisdiction of the District and to Imposition of Special Assessments (NRR Tract Project)] by the Landowners, 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 2023 Assessments using the Uniform Method of collection in accordance with the Indentures. 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 Indentures by the Trustee), the Indentures will constitute 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). 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 Indentures. 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 2023 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 2023 Project, respectively;

The Bonds, when issued, executed and delivered in accordance with the Indentures 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 Indentures, and upon such issuance, execution and delivery of the Bonds, the Indentures will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of the applicable Series 2023 Trust Estate. On the Closing Date, all conditions precedent to the issuance of the Bonds set forth in the Indentures 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 2023 Assessments or the pledge of the applicable Series 2023 Trust Estate pursuant to the Indentures, (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 2023 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 2023 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE LANDOWNERS  AND  THE  DEVELOPERS,"  "TAX  MATTERS,"  "LITIGATION  –
Developers," "LITIGATION – Landowners," "CONTINUING DISCLOSURE – Developers Continuing Compliance," "CONTINUING DISCLOSURE – Landowners 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 2023 BONDS – Book-Entry Only System," "THE DEVELOPMENT," "THE LANDOWNERS AND THE DEVELOPERS," "TAX MATTERS,"
"LITIGATION – Developers," "LITIGATION – Landowners," "CONTINUING DISCLOSURE – Developers Continuing Compliance," "CONTINUING DISCLOSURE – Landowners 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 applicable Series 2023 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 Indentures 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 Developers and Landowners, 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 Developers and Landowners, 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 2023 Assessments as described in the Indentures, and (v) the Limited Offering Memoranda (other than the information under the captions "SUITABILITY FOR INVESTMENT," "DESCRIPTION OF THE SERIES 2023 BONDS – Book- Entry Only System," "THE DEVELOPMENT," "THE LANDOWNERS AND THE DEVELOPERS," "TAX MATTERS," "LITIGATION – Developers," "LITIGATION –
Landowners," "CONTINUING DISCLOSURE – Developers Continuing Compliance," "CONTINUING DISCLOSURE – Landowners 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;

Executed copy of Internal Revenue Service Form 8038-G relating to the Bonds;

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 Indentures 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 Phases I, II, III and IV-C Through IV-F, dated July 6, 2022, prepared by Wrathell, Hunt & Associates, LLC, and the Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds dated on or about the date hereof, prepared by the Assessment Consultant;

Copies of the Supplemental Report for Project Phases I, II, III and Phases IV-C Through IV-F, dated July 2022, and the Supplemental Report for Project Phases III-A, IV-C1, IV-E, & IV-F, dated November 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 Developers and the Landowners 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 Developers or the Landowners 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 Developers, or the Landowners, 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 2023 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 Indentures, (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,
(4) 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
(5) 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 January, 2023

NORTH RIVER RANCH
IMPROVEMENT STEWARDSHIP DISTRICT

By:		 Pete Williams, Chairperson,
Board of Supervisors

EXHIBIT A
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT
(Manatee County, Florida)
$[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project)
$[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project)

$[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract 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 $[2023A Amount] aggregate principal amount of the Series 2023A Bonds for the purpose of providing moneys to (a) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the Cost of the Series 2023 Project, (b) pay certain costs associated with the issuance of the Series 2023A Bonds, (c) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another, and (d) pay a portion of the interest to become due on the Series 2023A Bonds. In addition, a portion of the proceeds of the Series 2023A-2 Bonds, together with a portion of the proceeds of the Series 2023A-3 Bonds, will be used to currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3 (the "2020A-3 NRR Bonds"). Additionally, the District is proposing to issue
$[2023A-3 Amount] aggregate principal amount of the Series 2023A-3 Bonds for the purpose of providing moneys to (a) together with a portion of the proceeds of the Series 2023A Bonds, finance a portion of the Cost of the Series 2023 Project, (b) together with a portion of the proceeds of the Series 2023A-2 Bonds, currently refund all of the outstanding 2020A-3 NRR Bonds, (c) pay certain costs associated with the issuance of the Series 2023A- 3 Bonds, (d) make a deposit into the Series 2023A-3 Reserve Account, and (e) pay a portion of the interest to become due on the Series 2023A-3 Bonds.

The Series 2023A-1 Bonds are expected to be repaid over a period of approximately [  ] ([ ]) years. At a net interest cost of approximately [2023A-1 NIC]% for the Series 2023A-1 Bonds, total interest paid over the life of the Series 2023A-1 Bonds will be
$[	].

The Series 2023A-2 Bonds are expected to be repaid over a period of approximately [  ] ([ ]) years. At a net interest cost of approximately [2023A-2 NIC]% for the Series 2023A-2 Bonds, total interest paid over the life of the Series 2023A-2 Bonds will be
$[	].

The Series 2023A-3 Bonds are expected to be repaid over a period of approximately [  ] ([ ]) years. At a net interest cost of approximately [2023A-3 NIC]% for the Series 2023A-3 Bonds, total interest paid over the life of the Series 2023A-3 Bonds will be
$[	].

The sources of repayment for the Bonds are the Series 2023 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 2023 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

ESTIMATED EXPENSES TO BE INCURRED BY UNDERWRITER

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

Total

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]).

Series	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 2023A-1 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 2023A-1 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

The Series 2023A-2 Bonds are not subject to redemption prior to maturity at the option of the District.

The Series 2023A-3 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date at the Redemption Price of the principal amount of the Series 2023A-3 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

Mandatory Sinking Fund Redemption. The Series 2023A-1 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 2023A-1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-1 Sinking Fund Account established under the Second 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 2023A Indenture, any Series 2023A-1 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 2023A-1 Bonds. Amortization Installments are also subject to recalculation, as provided in the Second Supplemental Indenture, as the result of the redemption of Series 2023A-1 Bonds so as to reamortize the remaining Outstanding principal balance of the Series 2023A-1 Bonds as set forth in the Second Supplemental Indenture.

The Series 2023A-2 Bonds are not subject to mandatory sinking fund redemption. The Series 2023A-3 Bonds are not subject to mandatory sinking fund redemption.
Extraordinary Mandatory Redemption. The Series 2023A-1 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the 2023A Indenture; or

from amounts, including Series 2023A-1 Prepayment Principal and any excess on deposit in the Series 2023A-1 Reserve Account as a result of the deposit of such Series 2023A-1 Prepayment Principal, required by the 2023A Indenture to be deposited into the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account; or

from amounts transferred to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account resulting from a reduction in the Series 2023A-1 Reserve Account Requirement as provided for in the 2023A Indenture; or

on the date on which the amount on deposit in the Series 2023A-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-1 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2023A-1 Bonds shall be called for redemption, the particular Series 2023A-1 Bonds or portions of Series 2023A-1 Bonds to be redeemed shall, unless otherwise provided in the 2023A Indenture, be selected by lot by the Bond Registrar as provided in the 2023A Indenture.

The Series 2023A-2 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account to the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the 2023A Indenture; or

from amounts, including Series 2023A-2 Prepayment Principal and any excess on deposit in the Series 2023A-2 Reserve Account as a result of the deposit of such Series 2023A-2 Prepayment Principal, required by the 2023A Indenture to be deposited into the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-2 Bonds then Outstanding, including accrued interest thereon.

The Series 2023A-3 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A-3 Acquisition and Construction Account to the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account in accordance with the terms of the 2023A-3 Indenture; or

from amounts, including Series 2023A-3 Prepayment Principal and any excess on deposit in the Series 2023A-3 Reserve Account as a result of the deposit of such Series 2023A-3 Prepayment Principal, required by the 2023A-3 Indenture to be deposited into the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-3 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-3 Bonds then Outstanding, including accrued interest thereon.

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)
$[A-1 AMOUNT]	$[A-2 AMOUNT]	$[A-3 AMOUNT]	
SPECIAL ASSESSMENT	SPECIAL ASSESSMENT	SPECIAL ASSESSMENT	
REVENUE BONDS,	REVENUE REFUNDING	REVENUE REFUNDING	
SERIES 2023A-1	BONDS, SERIES 2023A-2	BONDS, SERIES 2023A-3	
(NRR TRACT PROJECT)	(NRR TRACT PROJECT)	(NRR TRACT 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 $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the "Series 2023A-1 Bonds"), its $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the "Series 2023A-2 Bonds" and, together with the Series 2023A-1 Bonds, the "Series 2023A Bonds"), and its $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the "Series 2023A-3 Bonds" and, collectively with the Series 2023A Bonds, the "Series 2023 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. 2023-14 adopted by the Board on December 14, 2022 (collectively, the "Resolution"). The Series 2023 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 Second Supplemental Trust Indenture dated as of January 1, 2023 with respect to the Series 2023A Bonds (the "Second Supplement" and, together with the Master Indenture, the "2023A Indenture"), and a Third Supplemental Trust Indenture dated as of January 1, 2023 with respect to the Series 2023A-3 Bonds (the "Third Supplement" and, together with the Master Indenture, the "2023A-3 Indenture" and, collectively with the 2023A Indenture, the "Indentures"), 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 Indentures.

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 2023 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 2023 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 2023 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 Indentures and the Series 2023 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 2023 Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indentures are 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 $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), North River Ranch Improvement Stewardship District $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and North River Ranch Improvement Stewardship District $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract 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 $[A-1 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), its $[A-2 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) and its $[A-3 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, "Bonds"). This letter is delivered to you pursuant to Section 207 of the Master Indenture (defined below), Section 207 of the Supplemental Trust Indentures (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 Second Supplemental Trust Indenture and the Third Supplemental Trust Indenture, each dated as of January 1, 2023 ("Supplemental Trust Indentures," 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 2023-14 adopted by the District on July 28, 2021 and December 14, 2022, respectively (collectively, "Bond Resolution");
the Supplemental Report for Project Phases I, II, III and Phases IV-C Through IV-F, dated July 2022, and the Supplemental Report for Project Phases III-A, IV-C1, IV-E & IV-F, dated November 2022 (together, "Engineer's Report"), which describes among other things, the "Project";
the Master Special Assessment Methodology Report for Phases I, II, III and IV-C Through IV-F, dated July 6, 2022, and the Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds, dated [	], 2023 (collectively, "Assessment Methodology");
Resolution Nos. 2022-13 and 2022-14 adopted by the District on July 13,
2022, Resolution No. 2022-20 adopted by the District on August 17, 2022 and
Resolution No. 2023-  adopted by the District on [	], 2023
(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. 2021-CA-3106, and Certificate of No Appeal issued on December 6, 2021;
the Preliminary Limited Offering Memorandum dated [PLOM Date] ("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 Fortress Investors Management, LLC, and Presidio Asset Management, LLC, as "Developers";
certain certifications of Haval Farms, LLC, Citadel Asset Group, LLC, Fortress Investors Management, LLC, Woolridge Investments L.L.C., Blackhawk Capital Management, LLC, Lasalle Holding Partners, LLC, and Seneca Real Holdings, LLC, as "Landowners";
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 ("Developers and Landowners' Counsel") issued to the District and the Underwriter in connection with the sale and issuance of the Bonds;
the following agreements ("Bond Agreements"):
the [Agreement Between the District, the Developers, and Neal Land & Neighborhoods, LLC Regarding the Acquisition of Certain Work Product and Infrastructure (NRR Tract Project)], and dated [Closing Date];
the Bond Purchase Contract between the Underwriter and the District, and dated [BPC Date] ("BPC");
the [Collateral Assignment and Assumption of Development and Contract Rights Relating to the NRR Tract Project] among the District and the Landowners, and dated [Closing Date];
the [Agreement Between the District, the Developers, and Neal Land & Neighborhoods, LLC Regarding the Completion of Certain Improvements (NRR Tract Project)], and dated [Closing Date];
the Continuing Disclosure Agreement among the District, the Developers, the Landowners, and the dissemination agent, and dated [Closing Date];
the [Agreement for the True Up and Payment of Special Assessments for Special Assessment Revenue Bonds, Series 2023 (NRR Tract Project)] between the District and the Landowners, and dated [Closing Date];
a [Declaration of Consent to Jurisdiction of the District and to Imposition of Special Assessments (NRR Tract Project]) executed by the Landowners, 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 Developers, the Landowners, Developers and Landowners' 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 2023 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 2023
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 2023 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 Developers and Landowners and an opinion of Developers and Landowners' 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 DEVELOPERS AND LANDOWNERS' 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)
$[A-1 AMOUNT]	$[A-2 AMOUNT]	$[A-3 AMOUNT]	
SPECIAL ASSESSMENT	SPECIAL ASSESSMENT	SPECIAL ASSESSMENT	
REVENUE BONDS,	REVENUE REFUNDING	REVENUE REFUNDING	
SERIES 2023A-1	BONDS, SERIES 2023A-2	BONDS, SERIES 2023A-3	
(NRR TRACT PROJECT)	(NRR TRACT PROJECT)	(NRR TRACT PROJECT)	

Ladies and Gentlemen:

We have served as counsel to Fortress Investors Management, LLC, a Florida limited liability company, and Presidio Asset Management, LLC, a Florida limited liability company (together, the "Developers") and Haval Farms, LLC, a Florida limited liability company, Citadel Asset Group, LLC, a Florida limited liability company, Fortress Investors Management, LLC, a Florida limited liability company, Woolridge Investments L.L.C., a Delaware limited liability company, Blackhawk Capital Management, LLC, a Florida limited liability company, Lasalle Holding Partners, LLC, a Florida limited liability company and Seneca Real Holdings, LLC, a Florida limited liability company (collectively, the "Landowners") in connection with the issuance by the North River Ranch Improvement Stewardship District (the "District") of its $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the "Series 2023A-1 Bonds"), its $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the "Series 2023A-2 Bonds" and, together with the Series 2023A-1 Bonds, the "Series 2023A Bonds"), and its $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the "Series 2023A-3 Bonds" and, collectively with the Series 2023A Bonds, the "Series 2023 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 Developers and Landowners, with the exception of Woolridge Investments L.L.C., is a duly organized Florida limited liability company, authorized to transact business in the State of Florida. Woolridge Investments L.L.C. is a duly organized Delaware limited liability company, authorized to transact business in the State of Florida.

The Developers and Landowners each have all requisite power and authority to conduct their business as described in the Limited Offering Memorandum including the development of the NRR Tract Assessment Area.

There has been no action taken by or omitted by the Developers or Landowners that impairs the District's contemplated transactions with respect to the Series 2023 Bonds, including: (a) the issuance and sale of the Series 2023 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 NRR Tract CIP; and (d) the Master Trust Indenture, dated as of December 1, 2022 (the "Master Indenture"), as supplemented by a Second Supplemental Trust Indenture dated as of January 1, 2023 with respect to the Series 2023A Bonds (the "Second Supplement" and, together with the Master Indenture, the "2023A Indenture"), and a Third Supplemental Trust Indenture dated as of January 1, 2023 with respect to the Series 2023A-3 Bonds (the "Third Supplement" and, together with the Master Indenture, the "2023A-3 Indenture" and, collectively with the 2023A Indenture, the "Indentures"), 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 Indentures in connection with the issuance and sale of the Series 2023 Bonds (collectively, the " Developers/Landowners Documents").

The levy of the Series 2023 Assessments (as defined in the Limited Offering Memorandum) and the consummation of the transactions applicable to the Developers and the Landowners described in the Limited Offering Memorandum does not on the date hereof and will not conflict with or constitute on the part of the Developers or the Landowners, 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 Developers or the Landowners is subject or by which the Developers or the Landowners' properties or assets are or may be bound.

Neither the Developers nor the Landowners are 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 Developers or the Landowners are or may be bound, which

would have a material adverse effect on the Series 2023 Bonds or the NRR Tract Assessment Area.

Neither the Developers nor the Landowners have 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 Developers nor the Landowners have indicated their 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 Developers or the Landowners (a) seeking to restrain or enjoin the issuance or delivery of the Series 2023 Bonds or the application of the proceeds thereof or the levy or collection of the Series 2023 Assessments on that portion of the land in the District that is owned by the Developers or the Landowners, (b) contesting or affecting the authority for the issuance of the Series 2023 Bonds or the validity or enforceability of the Developers/Landowners Documents or the transactions contemplated thereunder to which the Developers or the Landowners are a party, (c) contesting or affecting the establishment or existence of the Developers or the Landowners or their powers, including the Developers' power to develop the NRR Tract Assessment Area in accordance with the description thereof in the Limited Offering Memorandum and to fulfill their respective obligations under the Developers/Landowners Documents, or (d) that would prevent or prohibit the development of the NRR Tract 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 Developers and the Landowners of the Developers/Landowners Documents are within the powers of the Developers and the Landowners, and the Developers/Landowners Documents have been duly authorized by all required entity action of the Developers and the Landowners. Assuming the due authorization, execution and delivery of such instruments by the other parties thereto and their authority to perform such instruments, the Developers/Landowners Documents constitute legal, valid and binding obligations of the Developers and the Landowners, 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 LANDOWNERS AND THE DEVELOPERS," "LITIGATION – Developers" and "LITIGATION – Landowners" 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 2023 Bonds, is owned by the Landowners, is held in fee simple by the Landowners 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 NRR Tract 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 Landowners other than those disclosed in the Limited Offering Memorandum.

The lands in the NRR Tract Assessment Area have, or should have in due course, the appropriate land use, zoning and other governmental approvals to permit the development of the NRR Tract Assessment Area to be undertaken in a manner substantially as contemplated by the Limited Offering Memorandum and the Engineer's Report attached thereto. [All material conditions of the governmental development approvals and agreements applicable to the land in the NRR Tract Assessment Area have been complied with as of the date hereof or will be complied with in due course and there are no material conditions therein that must be complied with in the future that, if not met in the future, would limit the development of the NRR Tract Assessment Area as described in, and qualified by, the Limited Offering Memorandum.]

Based upon our review of the Title Report, all 2021 and prior years taxes relating to the lands owned by the Landowners 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 DEVELOPERS AND LANDOWNERS

[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 $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), North River Ranch Improvement Stewardship District $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and North River Ranch Improvement Stewardship District $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Bonds")

The undersigned duly authorized representatives of FORTRESS INVESTORS MANAGEMENT, LLC, a Florida limited liability company, and PRESIDIO ASSET MANAGEMENT, LLC, a Florida limited liability company (together, the "Developers") and the undersigned duly authorized representatives of HAVAL FARMS, LLC, a Florida limited liability company, CITADEL ASSET GROUP, LLC, a Florida limited liability company, FORTRESS INVESTORS MANAGEMENT, LLC, a Florida limited liability company, WOOLRIDGE INVESTMENTS L.L.C., a Delaware limited liability company, BLACKHAWK CAPITAL MANAGEMENT, LLC, a Florida limited liability company, LASALLE HOLDING PARTNERS, LLC, a Florida limited liability company and SENECA REAL HOLDINGS, LLC, a Florida limited liability company (collectively the "Landowners") 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 Developers and the Landowners, with the exception of Woolridge Investments, L.L.C., are each a limited liability company organized, existing and in good standing under the laws of the State of Florida, Woolridge Investments L.L.C. is a limited liability company organized, existing and in good standing under the laws of the State of Delaware and authorized to conduct business in the State of Florida, and each if the

Developers and Landowners has the power to conduct its business, including development of the NRR Tract Assessment Area, as described in the Limited Offering Memorandum.

The information contained in the Preliminary Limited Offering Memorandum, dated [PLOM Date], 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 Developers, the Landowners or the NRR Tract Assessment Area), "THE DEVELOPMENT," "THE LANDOWNERS AND THE DEVELOPERS,"
"BONDOWNERS' RISKS" (to the extent it describes the Developers, the Landowners or the NRR Tract Assessment Area), "LITIGATION – Developers," "LITIGATION – Landowners," "CONTINUING DISCLOSURE – Developers Continuing Compliance" and "CONTINUING DISCLOSURE – Landowners 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 Developers and the Landowners 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 Developers or the Landowners 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 Developers, the Landowners or the NRR Tract Assessment Area, or to omit to state a material fact relating to the Developers, the Landowners or the NRR Tract Assessment Area necessary to make the statements made therein, in light of the circumstances under which were made, not misleading, the Developers and/or the Landowners 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 Developers or the Landowners will, at their 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 "Developers/Landowners Documents"), is a valid and binding obligation of the Developers and/or the Landowners, as applicable, enforceable against the Developers and/or the Landowners, 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 Developers and the Landowners of the Developers/Landowners 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 Developers and the Landowners have reviewed and approved the Developers/Landowners Documents.

All information provided by the Developers and/or the Landowners 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

Developers and/or the Landowners 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 Developers and/or the Landowners which may result in any material adverse change in the business, properties, assets or financial condition of the Developers or the Landowners.

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

The Landowners consent to the levy of the Series 2023 Assessments on the lands in the District owned by the Landowners. The levy of such Series 2023 Assessments on the lands in the District owned by the Landowners will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Landowners are a party or to which their property or assets are subject.

There is no litigation pending or, to our knowledge, threatened which would prevent or prohibit the development of the NRR Tract Assessment Area and the Series 2023 Project in accordance with the description thereof in the Limited Offering Memorandum and the Engineer's Report attached thereto. The Developers are proceeding in the normal course of business to develop the NRR Tract 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 Developers or the Landowners (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of the Developers/Landowners Documents, (b) contesting or affecting the validity or enforceability of the Developers/Landowners 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 Developers or the Landowners or of the Developers' or the Landowners' business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developers or the Landowners as described in the Limited Offering Memorandum.

Neither the Developers nor the Landowners have 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 Developers nor the Landowners have indicated their 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 Developers nor the Landowners are insolvent.

There are no mortgages or similar liens on the real property owned or to be owned by the Landowners within the area subject to the Series 2023 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 Landowners 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 Developers or the Landowners to believe that all water and sewer utilities necessary to serve the NRR Tract 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 NRR Tract 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 NRR Tract 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 NRR Tract Assessment Area (including infrastructure improvements needed for the NRR Tract Assessment Area not included in the Series 2023 Project) as described in the Limited Offering Memorandum.

The Developers and the Landowners each acknowledge that they will not have the rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2023 Assessments imposed on lands in the District owned by them within thirty (30) days following completion of the Series 2023 Project and acceptance thereof by the District.

The Developers and the Landowners 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 2023 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 Developers and the Landowners 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 Developers or the Landowners for real property to be encumbered by Series 2023 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 Developers/Landowners 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 Developers or the Landowners 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 Developers or the Landowners are subject or by which the Developers or the Landowners or their respective properties are or may be bound. The consummation of the transactions described in the Limited Offering Memorandum applicable to the Developers and the Landowners does not, on the date hereof, and will not,

at the time of such consummation, to the Developers' or the Landowners' knowledge, conflict with or constitute on the part of the Developers or the Landowners 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 Developers or the Landowners are subject, or any decree, order or judgment to which the Developers or the Landowners are a party or by which the Developers or the Landowners are bound in force and effect on the date hereof.

Neither the Developers nor the Landowners are in material default under the Developers/Landowners Documents or any resolution, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developers or the Landowners are subject, or by which their properties are or may be bound, which would have a material adverse effect on the NRR Tract Assessment Area.

The Developers and the Landowners are complying in all material respects with all provisions of applicable law in all material matters relating to the NRR Tract 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 Developers and the Landowners each hereby certify that (a) the lands in the NRR Tract Assessment Area have the appropriate governmental approvals to permit the development of the NRR Tract Assessment Area as described in the Limited Offering Memorandum, (b) neither the Developers nor the Landowners have taken any action that would cause it to be in default of, and have 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 NRR Tract CIP or the NRR Tract 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 NRR Tract Assessment Area, all of which conditions are within the control of the Developers or the Landowners, the NRR Tract 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, the Developers and Neal Land & Neighborhoods, the Developers agree to fund all of the Series 2023 Project described in the Limited Offering Memorandum not financed by the District.

Neither the Developers nor the Landowners are aware of any condition related to the Series 2023 Project or the NRR Tract 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 Developers nor the Landowners are in default of any obligations to pay special assessments.

There has been no action taken by or omitted by the Developers or the Landowners 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 2023 Project, and (d) the execution, delivery and receipt of the Purchase Contract, the Bonds, the Indentures, 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 Indentures. The Developers and the Landowners each acknowledge and consent to those provisions of the Purchase Contract which reference them.

The Developers and the Landowners 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 NRR Tract Assessment Area, and for the Underwriter to underwrite and purchase the Bonds. The Developers and the Landowners 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 have executed this certificate for and on behalf of the Developers and the Landowners as of the date set forth above.

FORTRESS INVESTORS MANAGEMENT,
LLC, a Florida limited liability company

By: 	 Name: 	 Title: 	

HAVAL FARMS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

WOOLRIDGE INVESTMENTS L.L.C.,
a Delaware limited liability company

By: 		 Name: 		 Title: 	

LASALLE HOLDING PARTNERS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

PRESIDIO ASSET MANAGEMENT, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

CITADEL ASSET GROUP, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

BLACKHAWK CAPITAL MANAGEMENT,
LLC, a Florida limited liability company

By: 		 Name: 		 Title: 	

SENECA REAL HOLDINGS, 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 North River Ranch Improvement Stewardship District $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), North River Ranch Improvement Stewardship District $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and North River Ranch Improvement Stewardship District $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Series 2023 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 2023 Bonds):

PFM has been retained by the District to review the Master Special Assessment Methodology Report for Phases I, II, III and IV-C Through IV-F, dated July 6, 2022, prepared by Wrathell, Hunt & Associates, LLC, and to prepare the Supplemental Assessment  Report  Series  2023  (NRR  Tract)  Project,  Series  2023  Bonds,  dated [	], 2023, comprising a part of the assessment proceedings of the District (collectively, the "Report");

the Series 2023 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 2023 Bonds;

the Series 2023 Project provides a special benefit to the properties assessed and the Series 2023 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 $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), North River Ranch Improvement Stewardship District $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and North River Ranch Improvement Stewardship District $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Bonds")

Ladies and Gentlemen:

Clearview Land Design, P.L., has prepared the Supplemental Report for Project Phases I, II, III and Phases IV-C Through IV-F, dated July 2022, and the Supplemental Report for Project Phases III-A, IV-C1, IV-E & IV-F, dated November 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 2023 Project have been obtained or can reasonably be obtained in the ordinary course. The Series 2023 Project is expected to be completed by 	.

The information contained in the Preliminary Limited Offering Memorandum, dated [PLOM Date] and the Limited Offering Memorandum under the caption "THE NRR TRACT CIP AND THE SERIES 2023 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 2023 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 2023 Project as described in the Limited Offering Memorandum are, or will be, available as and when needed.

The portion of the Series 2023 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 2023 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.

CLEARVIEW LAND DESIGN, P.L.

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 North River Ranch Improvement Stewardship District $[A-1 Amount] Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), North River Ranch Improvement Stewardship District $[A-2 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and North River Ranch Improvement Stewardship District $[A-3 Amount] Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Series 2023 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 2023 Bonds):
PFM has acted as District Manager to the District in connection with the issuance of the Series 2023 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 2023 Bonds, or in any way contesting or affecting the validity of the Series 2023 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 2023 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 JANUARY [  ], 2023

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 2023 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 2023 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 2023 Bonds.
NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

$10,260,000* Special	$21,825,000* Special Assessment	$22,520,000* Special Assessment	
Assessment Revenue	Revenue Refunding Bonds,	Revenue Refunding Bonds,	
Bonds, Series 2023A-1	Series 2023A-2	Series 2023A-3	
(NRR Tract Project)	(NRR Tract Project)	(NRR Tract Project)	
Dated: Date of original issuance	Due: May 1, as shown below

The $10,260,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the "Series 2023A-1 Bonds"), the $21,825,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the "Series 2023A-2 Bonds" and, together with the Series 2023A-1 Bonds, the "Series 2023A Bonds"), and the $22,520,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the "Series 2023A-3 Bonds" and, collectively with the Series 2023A Bonds, the "Series 2023 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 Second Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee with respect to the Series 2023A Bonds (the "Second Supplemental Indenture" and, together with the Master Indenture, the "2023A Indenture"), and a Third Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee with respect to the Series 2023A-3 Bonds (the "Third Supplemental Indenture" and, together with the Master Indenture, the "2023A-3 Indenture" and, collectively with the 2023A Indenture, the "Indentures"). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Indentures.
The Series 2023 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiple thereof; provided, however, that the Series 2023 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 2023A Bonds are payable from and secured by the Series 2023A Trust Estate, which includes the Series 2023A Pledged Revenues and the Series 2023A Pledged Funds. The Series 2023A Pledged Revenues consist of the revenues received by the District from the Series 2023A Assessments (as further described herein). The Series 2023A Pledged Funds include all of the Funds and Accounts (except for the Series 2023A Rebate Account) established by the 2023A Indenture. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 BONDS" herein.
The Series 2023A-3 Bonds are payable from and secured by the Series 2023A-3 Trust Estate, which includes the Series 2023A-3 Pledged Revenues and the Series 2023A-3 Pledged Funds. The Series 2023A-3 Pledged Revenues consist of the revenues received by the District from the Series 2023A-3 Assessments (as further described herein). The Series 2023A-3 Pledged Funds include all of the Funds and Accounts (except for the Series 2023A-3 Rebate Account) established by the 2023A-3 Indenture. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 BONDS" herein.
The Series 2023A Assessments and the Series 2023A-3 Assessments are sometimes collectively referred to herein as the "Series 2023 Assessments." The Series 2023A Pledged Revenues and the Series 2023A-3 Pledged Revenues are sometimes collectively referred to herein as the "Series 2023 Pledged Revenues" and the Series 2023A Pledged Funds and the Series 2023A-3 Pledged Funds are sometimes collectively referred to herein as the "Series 2023 Pledged Funds."
The Series 2023 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 2023 Bonds will be made in book-entry only form. Accordingly, principal of and interest on the Series 2023 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 2023 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 2023 Bond. See "DESCRIPTION OF THE SERIES 2023 BONDS – Book-Entry Only System" herein. The Series 2023 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 2023 Bonds is payable semi-annually on each May 1 and November 1, commencing May 1, 2023.
The Series 2023 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 2023 BONDS – Redemption Provisions" herein.
The Series 2023A Bonds are being issued to (a) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the Cost of the Series 2023 Project (as defined herein), (b) pay certain costs associated with the issuance of the Series 2023A Bonds,
(c) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another, and (d) pay a portion of the interest to become due on the Series 2023A Bonds. In addition, a portion of the proceeds of

the Series 2023A-2 Bonds, together with a portion of the proceeds of the Series 2023A-3 Bonds, will be used to currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A- 3 (the "2020A-3 NRR Bonds").
The Series 2023A-3 Bonds are being issued to (a) together with a portion of the proceeds of the Series 2023A Bonds, finance a portion of the Cost of the Series 2023 Project,
(b) together with a portion of the proceeds of the Series 2023A-2 Bonds, currently refund all of the outstanding 2020A-3 NRR Bonds, (c) pay certain costs associated with the issuance of the Series 2023A-3 Bonds, (d) make a deposit into the Series 2023A-3 Reserve Account, and
(e) pay a portion of the interest to become due on the Series 2023A-3 Bonds.
NEITHER THE SERIES 2023 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 2023 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 INDENTURES. 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 INDENTURES OR THE SERIES 2023 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURES OR THE SERIES 2023 BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2023A TRUST ESTATE OR THE SERIES 2023A- 3 TRUST ESTATE PLEDGED TO THE SERIES 2023A BONDS AND THE SERIES 2023A-
3 BONDS, RESPECTIVELY, ALL AS PROVIDED IN THE INDENTURES AND THE SERIES 2023 BONDS.
THE SERIES 2023 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 2023 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 2023 BONDS TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFERS IN ANY SECONDARY MARKET FOR THE SERIES 2023 BONDS. THE SERIES 2023 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 2023 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 2023 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 2023 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 2023A-1 Bond Due May 1, 20  Yield 	% Price 	
$	 	% Term Series 2023A-1 Bond Due May 1, 20  Yield 	% Price 	
$	 	% Term Series 2023A-1 Bond Due May 1, 20  Yield 	% Price 	
$	 	% Term Series 2023A-1 Bond Due May 1, 20  Yield 	% Price 	
$	 	% Term Series 2023A-2 Bond Due May 1, 20  Yield 	% Price 	
$	 	% Term Series 2023A-3 Bond Due May 1, 20  Yield 	% Price 	

CUSIP No.† CUSIP No.† CUSIP No.† CUSIP No.† CUSIP No.† CUSIP No.†

The Series 2023 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 2023 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 Landowners and the Developers by their 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 2023 Bonds will be available for delivery through the facilities of DTC on or about 	, 2023.
MBS Capital Markets, LLC
Dated: 	, 2023

*  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 2023 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 2023 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.

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

Clearview Land Design, P.L. Tampa, 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 Landowners and/or Developers (each as defined herein).

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 2023 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 Landowners, the Developers (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 Landowners and the Developers 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 2023 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, nor have the Indentures been qualified under the Trust Indenture Act of 1939, as amended, in reliance upon certain exemptions set forth in such acts. The registration, qualification or exemption of the Series 2023 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 2023 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 Landowners and the Developers 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	5
DESCRIPTION OF THE SERIES 2023 BONDS	6
General	6
Redemption Provisions	7
Notice of Redemption	10
Book-Entry Only System	11
SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 BONDS	13
General	13
No Parity Bonds; Limitation on Parity Assessments	14
Funds and Accounts	16
Reserve Accounts	16
Revenue Accounts	20
Investments	23
Acquisition and Construction Fund	25
Agreement for Assignment of Development Rights	27
Completion Agreement	27
True-Up Agreement	28
Enforcement of Completion Agreement and True-Up Agreement	28
Owner Direction and Consent with Respect to Acquisition and Construction
Accounts Upon Occurrence of Event of Default	28
Events of Default and Remedies	29
Provisions Relating to Bankruptcy or Insolvency of Landowner	30
Enforcement and Collection of Series 2023 Assessments	32
Additional Covenants Regarding Assessments	34
Re-Assessment	34
ENFORCEMENT OF ASSESSMENT COLLECTIONS	34
General	34
Direct Billing & Foreclosure Procedure	35
Uniform Method Procedure	36
THE DISTRICT	39
General	39
Governance	39
Legal Powers and Authority	41
District Manager	42
Prior Districts and Merger	42
Outstanding Bonds	43
PLAN OF REFUNDING	44
THE NRR TRACT CIP AND THE SERIES 2023 PROJECT	45
ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS	47
THE DEVELOPMENT	48
General	49
Land Acquisition	50
Environmental	51
Land Use Plan/Phasing	51

Land Use/Permitting	52
Reimbursement Agreements for Offsite Shared Improvements	53
Development Agreement	54
Land Sales/Contract Activity	56
Development Status | NRR Tract	59
Home Construction/Sales Activity	60
Projected Absorption	60
Residential Product Offerings	60
Assessment Area	61
Amenities	62
Utilities	63
Marketing	63
Education	63
Fees and Assessments	63
Competition	65
THE LANDOWNERS AND THE DEVELOPERS	66
BONDOWNERS' RISKS	68
Limited Pledge	68
Concentration of Land Ownership and Bankruptcy Risks	68
Delay and Discretion Regarding Remedies	69
Limitation on Funds Available to Exercise Remedies	69
Determination of Land Value upon Default	69
Landowner Challenge of Assessed Valuation	70
Failure to Comply with Assessment Proceedings	70
Other Taxes and Assessments	70
Limited Secondary Market	71
Inadequacy of Series 2023 Reserve Accounts	71
Regulatory and Environmental Risks	72
Economic Conditions	72
Cybersecurity	72
Infectious Viruses and/or Diseases	73
Damage to District from Natural Disasters	73
Change in Development Plans	73
Completion of Series 2023 Project	73
District May Not be Able to Obtain Permits	74
Interest Rate Risk; No Rate Adjustment for Taxability	74
IRS Examination and Audit Risk	75
Legislative Proposals and State Tax Reform	76
Loss of Exemption from Securities Registration	77
Prepayment and Redemption Risk	77
Performance of District Professionals	78
No Credit Enhancement or Rating	78
Mortgage Default and FDIC	78
ESTIMATED SOURCES AND USES OF BOND PROCEEDS	79
DEBT SERVICE REQUIREMENTS	80
TAX MATTERS	81
General	81
Information Reporting and Backup Withholding	82
Other Tax Matters Relating to the Series 2023 Bonds	82

Tax Treatment of Original Issue Discount	84
Tax Treatment of Bond Premium	84
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	85
VALIDATION	85
LITIGATION	85
District	85
Developers	86
Landowners	86
CONTINUING DISCLOSURE	86
General	86
District Continuing Compliance	87
Developers Continuing Compliance	87
Landowners Continuing Compliance	87
UNDERWRITING	87
LEGALITY FOR INVESTMENT	87
LEGAL MATTERS	87
AGREEMENT BY THE STATE	88
FINANCIAL STATEMENTS	88
EXPERTS AND CONSULTANTS	88
DISCLOSURE OF MULTIPLE ROLES	89
CONTINGENT AND OTHER FEES	89
NO CREDIT ENHANCEMENT OR RATING	89
MISCELLANEOUS	89

APPENDICES:

APPENDIX A	ENGINEER'S REPORT APPENDIX B	ASSESSMENT REPORT
APPENDIX C	COPY OF MASTER INDENTURE AND FORMS OF SECOND SUPPLEMENTAL INDENTURE AND THIRD 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

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

$10,260,000* Special	$21,825,000* Special Assessment	$22,520,000* Special Assessment	
Assessment Revenue	Revenue Refunding Bonds,	Revenue Refunding Bonds,	
Bonds, Series 2023A-1	Series 2023A-2	Series 2023A-3	
(NRR Tract Project)	(NRR Tract Project)	(NRR Tract 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 $10,260,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project) (the "Series 2023A-1 Bonds"), its $21,825,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project) (the "Series 2023A-2 Bonds" and, together with the Series 2023A-1 Bonds, the "Series 2023A Bonds"), and its $22,520,000* North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (the "Series 2023A-3 Bonds" and, collectively with the Series 2023A Bonds, the "Series 2023 Bonds").

The Series 2023 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 Second Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee with respect to the Series 2023A Bonds (the "Second Supplemental Indenture" and, together with the Master Indenture, the "2023A Indenture"), and a Third Supplemental Trust Indenture dated as of January 1, 2023, between the District and the Trustee with respect to the Series 2023A-3 Bonds (the "Third Supplemental Indenture" and, together with the Master Indenture, the "2023A-3 Indenture" and, collectively with the 2023A Indenture, the "Indentures"), and resolutions adopted by the Board of Supervisors of the District (the "Board") on July 28, 2021 and December 14, 2022, authorizing the issuance of the Series 2023 Bonds. All capitalized terms used in this Limited Offering Memorandum that are defined in the Indentures and not defined herein shall have the respective meanings set forth in the Indentures, which appear 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.

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 2023 Bonds as described herein.

Consistent with the requirements of the 2023A Indenture and the Act, the Series 2023A Bonds are being issued to (a) together with a portion of the proceeds of the Series 2023A-3 Bonds, finance a portion of the Cost of the Series 2023 Project (hereinafter defined),
(b) pay certain costs associated with the issuance of the Series 2023A Bonds, (c) make a deposit into the Series 2023A-1 Reserve Account and into the Series 2023A-2 Reserve Account to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another, and (d) pay a portion of the interest to become due on the Series 2023A Bonds. In addition, a portion of the proceeds of the Series 2023A-2 Bonds, together with a portion of the proceeds of the Series 2023A-3 Bonds, will be used to currently refund all of the outstanding North River Ranch Community Development District Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3 (the "2020A-3 NRR Bonds").

Consistent with the requirements of the 2023A-3 Indenture and the Act, the Series 2023A-3 Bonds are being issued to (a) together with a portion of the proceeds of the Series 2023A Bonds, finance a portion of the Cost of the Series 2023 Project, (b) together with a portion of the proceeds of the Series 2023A-2 Bonds, currently refund all of the outstanding 2020A-3 NRR Bonds, (c) pay certain costs associated with the issuance of the Series 2023A- 3 Bonds, (d) make a deposit into the Series 2023A-3 Reserve Account, and (e) pay a portion of the interest to become due on the Series 2023A-3 Bonds.

The District is a portion of the larger "North River Ranch" development (the "Development") which is an approximately 2,600-acre mixed-use master planned community currently planned to include 3,982 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 the NRR Tract (the "NRR Tract CIP") consists of certain infrastructure improvements for the benefit of the District Lands located in the NRR Tract, excluding Subphases 4A and 4B and consisting of approximately [1,128] acres (the "NRR Tract Assessment Area"), and include stormwater, drainage and clearing earthwork, water, wastewater and reclaimed water, power and street lighting, landscaping and hardscaping, roadways and paving, recreational amenities, and professional fees. The initial phase of the NRR Tract CIP, including the costs allocable to certain master roadway infrastructure

improvements and recreational amenities allocable to the NRR Tract Assessment Area as well as neighborhood infrastructure costs allocable to Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract planned for 639 residential units, is hereinafter referred to as the "Series 2023 Project." See "THE NRR TRACT CIP AND THE SERIES 2023 PROJECT" and "THE DEVELOPMENT" herein.

The Series 2023A Bonds are payable from and secured by the Series 2023A Trust Estate, which includes the Series 2023A Pledged Revenues and the Series 2023A Pledged Funds. The Series 2023A Pledged Revenues consist of the revenues received by the District from the Series 2023A-1 Assessments and the Series 2023A-2 Assessments (together, the "Series 2023A Assessments"). The Series 2023A Pledged Funds include all of the Funds and Accounts (except for the Series 2023A Rebate Account) established by the 2023A Indenture. The Series 2023A Assessments will initially be levied against all of the gross acreage within the NRR Tract Assessment Area, but ultimately assigned to the approximately 339 acres within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract currently planned to include 639 residential lots that are all subject to assessment as a result of the Series 2023 Project as described in the Assessment Report (hereinafter defined). The Series 2023A-2 Assessments are expected to be prepaid by the Landowners and/or the Developers at the time of lot closing with a builder. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein.
The Series 2023A-3 Bonds are payable from and secured by the Series 2023A-3 Trust Estate, which includes the Series 2023A-3 Pledged Revenues and the Series 2023A-3 Pledged Funds. The Series 2023A-3 Pledged Revenues consist of the revenues received by the District from the Series 2023A-3 Assessments. The Series 2023A-3 Pledged Funds include all of the Funds and Accounts (except for the Series 2023A-3 Rebate Account) established by the 2023A-3 Indenture. The Series 2023A-3 Assessments will initially be levied against all of the gross acreage within the NRR Tract Assessment Area, but ultimately assigned to the Remaining Phases (hereinafter defined), planned to include 1,863 residential lots that are all subject to assessment as a result of the Series 2023 Project as described in the Assessment Report. The Series 2023A-3 Assessments are expected to be prepaid by the Landowners and/or the Developers at the time of lot closing with a builder. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein.
The Series 2023A Assessments and the Series 2023A-3 Assessments are sometimes collectively referred to herein as the "Series 2023 Assessments." The Series 2023A Pledged Revenues and the Series 2023A-3 Pledged Revenues are sometimes collectively referred to herein as the "Series 2023 Pledged Revenues" and the Series 2023A Pledged Funds and the Series 2023A-3 Pledged Funds are sometimes collectively referred to herein as the "Series 2023 Pledged Funds."
The Series 2023 Assessments represent an allocation of the costs of the Series 2023 Project, including bond financing costs, to certain lands within the NRR Tract Assessment Area in accordance with the Assessment Report. The Assessment Report and assessment resolutions with respect to the Series 2023 Assessments (collectively, the "Assessment Proceedings") permit the prepayment in part or in full of the Series 2023 Assessments at any time without penalty, together with interest at the rate on the corresponding Series 2023 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 2023 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 Second Supplemental Indenture that so long as there are any Series 2023A Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A Trust Estate other than Bonds issued to refund the Outstanding Series 2023A Bonds. The District further covenants and agrees in the Second Supplemental Indenture that so long as the Series 2023A-1 Assessments have not been Substantially Absorbed and the Series 2023A-2 Bonds are Outstanding, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2023A 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 2023A 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 2023A Bonds, or Maintenance Special Assessments. "Substantially Absorbed" is defined in the Second Supplemental Indenture to mean the date on which the principal amount of the Series 2023A-1 Assessments equaling ninety percent (90%) of the then-Outstanding principal amount of the Series 2023A-1 Bonds is levied on tax parcels within the District with respect to which a certificate of occupancy has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.

In addition, the District covenants and agrees in the Third Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A-3 Trust Estate other than Bonds issued to refund the Outstanding Series 2023A-3 Bonds. The District further covenants and agrees in the Third Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it will not impose additional Assessments for capital projects on any lands then subject to the Series 2023A-3 Assessments without the prior written consent of the Majority Owners; provided, however, that the District shall have the option to refund all or a portion of the Outstanding principal amount of the Series 2023A-3 Bonds without such consent if: (a) the District identifies the lands subject to the Series 2023A-3 Assessments which would also be subject to parity Assessments on account of the issuance of such Additional Bonds (the "Released Lands"); (b) from the proceeds of Bonds or other moneys of the District there are deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account funds equal to the collective Series 2023A-3 Assessments then levied against the Released Lands (the "Released Amounts") and there is simultaneously delivered to the Trustee a written description or inventory of the Released Lands and the corresponding Released Amounts; (c) upon such payment and delivery, the pledge and lien of the Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be released and extinguished; provided, however that if so directed by the District, the lien of the Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be transferred to a Series Trust Estate for a Series of Bonds issued under the Master Indenture, as supplemented with respect to such Series of Bonds, and in such case the lien shall immediately attach without further action by the District or the Trustee other

than the direction by the District to the Trustee to so transfer; and (d) moneys deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account as hereinabove provided shall be applied by the Trustee to the optional redemption of Series 2023A-3 Bonds on the first succeeding date permitted therefor. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall have received a certificate from the District on which it may conclusively rely that all of the applicable conditions set forth in Section 601 of the Third Supplemental Indenture have been met. Notwithstanding the foregoing, nothing in Section 601 of the Third Supplemental Indenture shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2023A-3 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 2023A-3 Bonds, or Maintenance Special Assessments. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 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 NRR Tract Assessment Area, together with summaries of the terms of the Series 2023 Bonds, the Indentures and certain provisions of the Act. All references herein to the Indentures and the Act are qualified in their entirety by reference to such documents and laws and all references to the Series 2023 Bonds are qualified by reference to the definitive forms thereof and the information with respect thereto contained in the Indentures, which appear in composite APPENDIX C attached hereto.

SUITABILITY FOR INVESTMENT

While the Series 2023 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 2023 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 2023 Bonds. Prospective investors in the Series 2023 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 2023 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 2023 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 2023 Bonds. Prospective investors are encouraged to request such additional information, visit the District and ask such questions.

DESCRIPTION OF THE SERIES 2023 BONDS

General

The Series 2023 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 2023 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 2023 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 2023 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 2023 Bonds shall be payable on each Interest Payment Date to maturity or prior redemption. Each Series 2023 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 2023 Bond has been paid, in which event such Series 2023 Bond shall bear interest from its date of authentication, or (b) is prior to the first Interest Payment Date for the Series 2023 Bonds, in which event, such Series 2023 Bond shall bear interest from its date.

Debt Service on each Series 2023 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 Indentures, 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 2023 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 2023 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 2023 Bonds).

The Series 2023 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2023 Bond for each Series and maturity thereof. Upon initial issuance, the ownership of each such Series 2023 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 Indentures, all of the Outstanding Series 2023 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 2023A-1 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 2023A-1 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

The Series 2023A-2 Bonds are not subject to redemption prior to maturity at the option of the District.

The Series 2023A-3 Bonds are subject to redemption prior to maturity at the option of the District in whole or in part on any date at the Redemption Price of the principal amount of the Series 2023A-3 Bonds or portions thereof to be redeemed together with accrued interest to the date of redemption.

Mandatory Sinking Fund Redemption. The Series 2023A-1 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 2023A-1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-
1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-
1 Sinking Fund Account established under the Second 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 2023A-1 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 2023A-
1 Sinking Fund Account established under the Second 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 2023A Indenture, any Series 2023A-1 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 2023A-1 Bonds. Amortization Installments are also subject to recalculation, as provided in the Second Supplemental Indenture, as the result of the redemption of Series 2023A-1 Bonds so as to reamortize the remaining

Outstanding principal balance of the Series 2023A-1 Bonds as set forth in the Second Supplemental Indenture.

The Series 2023A-2 Bonds are not subject to mandatory sinking fund redemption. The Series 2023A-3 Bonds are not subject to mandatory sinking fund redemption.
Extraordinary Mandatory Redemption. The Series 2023A-1 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the 2023A Indenture; or

from amounts, including Series 2023A-1 Prepayment Principal and any excess on deposit in the Series 2023A-1 Reserve Account as a result of the deposit of such Series 2023A-1 Prepayment Principal, required by the 2023A Indenture to be deposited into the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account; or

from amounts transferred to the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account resulting from a reduction in the Series 2023A-1 Reserve Account Requirement as provided for in the 2023A Indenture; or

on the date on which the amount on deposit in the Series 2023A-1 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-1 Bonds then Outstanding, including accrued interest thereon.

If less than all of the Series 2023A-1 Bonds shall be called for redemption, the particular Series 2023A-1 Bonds or portions of Series 2023A-1 Bonds to be redeemed shall, unless otherwise provided in the 2023A Indenture, be selected by lot by the Bond Registrar as provided in the 2023A Indenture.

The Series 2023A-2 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A Acquisition and Construction Account to the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account in accordance with the terms of the 2023A Indenture; or

from amounts, including Series 2023A-2 Prepayment Principal and any excess on deposit in the Series 2023A-2 Reserve Account as a result of the deposit of such Series 2023A-2 Prepayment Principal, required by the 2023A Indenture to be deposited into the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-2 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-2 Bonds then Outstanding, including accrued interest thereon.

Although not obligated to do so, the Landowners and the Developers currently anticipate prepaying all of the Series 2023A-2 Assessments at the time of home closing with a retail buyer. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein for a breakdown of the estimated Series 2023 Assessments to be levied on the lands within the NRR Tract Assessment Area.

The Series 2023A-3 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 or after the Date of Completion of the Series 2023 Project, by application of moneys transferred from the Series 2023A-3 Acquisition and Construction Account to the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account in accordance with the terms of the 2023A-3 Indenture; or

from amounts, including Series 2023A-3 Prepayment Principal and any excess on deposit in the Series 2023A-3 Reserve Account as a result of the deposit of such Series 2023A-3 Prepayment Principal, required by the 2023A-3 Indenture to be deposited into the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account; or

on the date on which the amount on deposit in the Series 2023A-3 Reserve Account, together with other moneys available therefor, are sufficient to pay and redeem all of the Series 2023A-3 Bonds then Outstanding, including accrued interest thereon.

Although not obligated to do so, the Landowners and the Developers currently anticipate prepaying all of the Series 2023A-3 Assessments at the time of home closing with a retail buyer. See "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein for a breakdown of the estimated Series 2023 Assessments to be levied on the lands within the NRR Tract Assessment Area.

Notice of Redemption

Notice of each redemption of Series 2023 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 2023 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

Indentures, the Series 2023 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 2023 Bonds or such portions thereof on such date, interest on such Series 2023 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2023 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indentures and the Owners thereof shall have no rights in respect of such Series 2023 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 Indentures, 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 Indentures, 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 2023 Bonds. The Series 2023 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 each Series of the Series 2023 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 2023 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for such Series 2023 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2023 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 2023 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 2023 Bonds, except in the event that use of the book-entry system for the Series 2023 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2023 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 2023 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 2023 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2023 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 2023 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such Series 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 BONDS

General

The Series 2023A Bonds are payable from and secured by the revenues received by the District from the Series 2023A Assessments and amounts in the Funds and Accounts (except for the Series 2023A Rebate Account) established by the 2023A Indenture (collectively, the "Series 2023A Trust Estate"). Series 2023A Assessments will be allocated as  described  in  "ASSESSMENT  METHODOLOGY  AND  ALLOCATION  OF
ASSESSMENTS" herein. The Series 2023A Assessments represent an allocation of the costs of the Series 2023 Project, including bond financing costs, to such benefited land within the NRR Tract Assessment Area in accordance with the Assessment Report, attached hereto as composite APPENDIX B.

The Series 2023A-3 Bonds are payable from and secured by the revenues received by the District from the Series 2023A-3 Assessments and amounts in the Funds and Accounts (except for the Series 2023A-3 Rebate Account) established by the 2023A-3 Indenture (collectively, the "Series 2023A-3 Trust Estate"). Series 2023A-3 Assessments will be allocated as described in "ASSESSMENT METHODOLOGY AND ALLOCATION OF ASSESSMENTS" herein. The Series 2023A-3 Assessments represent an allocation of the costs of the Series 2023 Project, including bond financing costs, to such benefited land within the NRR Tract Assessment Area in accordance with the Assessment Report, attached hereto as composite APPENDIX B.

NEITHER THE SERIES 2023 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 2023 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 INDENTURES. 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 INDENTURES OR THE SERIES 2023 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURES OR THE SERIES 2023 BONDS SHALL BE PAYABLE FROM, AND SHALL BE SECURED SOLELY BY, THE SERIES 2023A TRUST ESTATE OR THE SERIES 2023A- 3 TRUST ESTATE PLEDGED TO THE SERIES 2023A BONDS AND THE SERIES 2023A-
3 BONDS, RESPECTIVELY, ALL AS PROVIDED IN THE INDENTURES AND THE SERIES 2023 BONDS.
No Parity Bonds; Limitation on Parity Assessments

The District covenants and agrees in the Second Supplemental Indenture that so long as there are any Series 2023A Bonds Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A Trust Estate other than Bonds issued to refund the Outstanding Series 2023A Bonds. The District further covenants and agrees in the Second Supplemental Indenture that so long as the Series 2023A-1 Assessments have not been Substantially Absorbed and the Series 2023A-2 Bonds are Outstanding, it shall not issue any Additional Bonds secured by Assessments for capital projects on lands subject at such time to the Series 2023A 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 2023A 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 2023A Bonds, or Maintenance Special Assessments. "Substantially Absorbed" is defined in the Second Supplemental Indenture to mean the date on which the principal amount of the Series 2023A-1 Assessments equaling ninety percent (90%) of the then-Outstanding principal amount of the Series 2023A-1 Bonds is levied on tax parcels within the District with respect to which a certificate of occupancy has been issued for a structure thereon and are owned by end users, as certified by an Authorized Officer and upon which the Trustee may conclusively rely.

In addition, the District covenants and agrees in the Third Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it shall not cause or permit to be caused any lien, charge or claim against the Series 2023A-3 Trust Estate other than Bonds issued to refund the Outstanding Series 2023A-3 Bonds. The District further covenants and agrees in the Third Supplemental Indenture that so long as the Series 2023A-3 Bonds are Outstanding, it will not impose additional Assessments for capital projects on any lands then subject to the Series 2023A-3 Assessments without the prior written consent of the Majority Owners; provided, however, that the District shall have the option to refund all or a portion of the Outstanding principal amount of the Series 2023A-3 Bonds without such consent if: (a) the District identifies the lands subject to the Series 2023A-3 Assessments which would also be subject to parity Assessments on account of the issuance of such Additional Bonds (the "Released Lands"); (b) from the proceeds of Bonds or other moneys of the District there are deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account funds equal to the collective Series 2023A-3 Assessments then levied against the Released Lands (the "Released Amounts") and there is simultaneously delivered to the Trustee a written description or inventory of the Released Lands and the corresponding Released Amounts; (c) upon such payment and delivery, the pledge and lien of the Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be released and extinguished; provided, however that if so directed by the District, the lien of the Third Supplemental Indenture on the Series 2023A-3 Assessments on the Released Lands shall be transferred to a Series Trust Estate for a Series of Bonds issued under the Master Indenture, as supplemented with respect to such Series of Bonds, and in such case the lien shall immediately attach without further action by the District or the Trustee other than the direction by the District to the Trustee to so transfer; and (d) moneys deposited into the Series 2023A-3 Optional Redemption Subaccount of the Series 2023A-3 Redemption Account as hereinabove provided shall be applied by the Trustee to the optional redemption of Series 2023A-3 Bonds on the first succeeding date permitted therefor. Prior to the delivery of any such Additional Bonds or other debt obligations, the Trustee shall have received a certificate from the District on which it may conclusively rely that all of the applicable conditions set forth in Section 601 of the Third Supplemental Indenture have been met. Notwithstanding the foregoing, nothing in Section 601 of the Third Supplemental Indenture shall not preclude the imposition of capital Assessments at any time on property subject to the Series 2023A-3 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 2023A-3 Bonds, or Maintenance Special Assessments.

WHILE NO FUTURE ADDITIONAL BONDS WILL BE PAYABLE FROM OR SECURED BY THE SERIES 2023 ASSESSMENTS PLEDGED AS SECURITY FOR THE SERIES 2023 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 2023 ASSESSMENTS SECURING THE SERIES 2023 BONDS. See "– Enforcement and
Collection of Series 2023 Assessments" herein.

Funds and Accounts

Series 2023A Bonds

The Second Supplemental Indenture requires that the Trustee establish the following Accounts: (a) within the Acquisition and Construction Fund, a Series 2023A Acquisition and Construction Account and a Series 2023A Costs of Issuance Account; (b) within the Debt Service Fund, (i) a Series 2023A Debt Service Account and therein a Series 2023A-1 Sinking Fund Account, a Series 2023A-1 Interest Account, a Series 2023A-1 Capitalized Interest Account, a Series 2023A-2 Principal Account, a Series 2023A-2 Interest Account and a Series 2023A-2 Capitalized Interest Account, and (ii) a Series 2023A Redemption Account and therein a Series 2023A-1 Prepayment Subaccount, a Series 2023A-1 Optional Redemption Subaccount and a Series 2023A-2 Prepayment Subaccount; (c) within the Reserve Fund, a Series 2023A-1 Reserve Account and a Series 2023A-2 Reserve Account, which Series 2023A Reserve Accounts shall be jointly held for the benefit of all Series 2023A Bonds, without distinction as to Series 2023A Bonds and without privilege or priority of one Series 2023A Bond over another; (d) within the Revenue Fund, a Series 2023A Revenue Account; and (e) within the Rebate Fund, a Series 2023A Rebate Account.

Series 2023A-3 Bonds

The Third Supplemental Indenture requires that the Trustee establish the following Accounts: (a) within the Acquisition and Construction Fund, a Series 2023A-3 Acquisition and Construction Account and a Series 2023A-3 Costs of Issuance Account; (b) within the Debt Service Fund, (i) a Series 2023A-3 Debt Service Account and therein a Series 2023A-3 Principal Account, a Series 2023A-3 Interest Account, and a Series 2023A-3 Capitalized Interest Account, and (ii) a Series 2023A-3 Redemption Account and therein a Series 2023A- 3 Prepayment Subaccount and a Series 2023A-3 Optional Redemption Subaccount; (c) within the Reserve Fund, a Series 2023A-3 Reserve Account; (d) within the Revenue Fund, a Series 2023A-3 Revenue Account; and (e) within the Rebate Fund, a Series 2023A-3 Rebate Account.

Reserve Accounts

Series 2023A Reserve Accounts

The Series 2023A-1 Reserve Account and the Series 2023A-2 Reserve Account are sometimes collectively referred to herein as the "Series 2023A Reserve Accounts." The Series 2023A-1 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-1 Reserve Account Requirement and the Series 2023A-2 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-2 Reserve Account Requirement.

"Series 2023A-1 Reserve Account Requirement" is defined in the Second Supplemental Indenture to mean, on the date of issuance and until such time as the First Release Conditions have been met, an amount equal to one hundred percent (100%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2023A-1 Bonds is equal to $	. At such time as the First Release Conditions have been met and thereafter or until such time as the Second Release Conditions have been met, the Series

2023A-1 Reserve Account Requirement shall mean an amount equal to fifty percent (50%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds, as of the time of any such calculation. At such time as the Second Release Conditions have been met and thereafter, the Series 2023A-1 Reserve Account Requirement shall mean an amount equal to ten percent (10%) of the Maximum Annual Debt Service Requirement for all Outstanding Series 2023A-1 Bonds as of the time of any such calculation. "First Release Conditions" is defined in the Second Supplemental Indenture to mean, collectively, that (a) all lots subject to Series 2023A Assessments have been developed, platted and sold to homebuilders, (b) all Series 2023A-1 Assessments are being collected pursuant to the Uniform Method (hereinafter defined), (c) there are no Events of Default occurring or continuing under the 2023A Indenture with respect to the Series 2023A Bonds, and (d) the Series 2023A-2 Bonds are no longer Outstanding. Upon satisfaction of the First Release Conditions, the District shall cause to be delivered to the Trustee a certification, on which the Trustee may conclusively rely, that the First Release Conditions have been met and further directing the Trustee to transfer any excess funds on deposit in the Series 2023A-1 Reserve Account as a result thereof as provided in Section 405 of the Second Supplemental Indenture. "Second Release Conditions" is defined in the Second Supplemental Indenture to mean, collectively, that (a) all of the First Release Conditions have been satisfied, and (b) all homes subject to the Series 2023A Assessments have been built, sold, and closed with end users. Upon satisfaction of the Second Release Conditions, the District shall cause to be delivered to the Trustee a certification, on which the Trustee may conclusively rely, that the Second Release Conditions have been met and further directing the Trustee to transfer any excess funds on deposit in the Series 2023A-1 Reserve Account as a result thereof as provided in Section 405 of the Second Supplemental Indenture.

"Series 2023A-2 Reserve Account Requirement" is defined in the Second Supplemental Indenture to mean an amount equal to one hundred percent (100%) of the maximum annual interest requirement for all Outstanding Series 2023A-2 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2023A-2 Bonds is equal to $	.

Except as otherwise provided in the 2023A Indenture, amounts on deposit in the Series 2023A Reserve Accounts shall be used on a pro rata basis only for the purpose of making payments into the Series 2023A-1 Interest Account, the Series 2023A-1 Sinking Fund Account, the Series 2023A-2 Interest Account and the Series 2023A-2 Principal Account to pay Debt Service on the Series 2023A Bonds, when due, without distinction as to Series 2023A Bonds and without privilege or priority of one Series 2023A Bond over another, to the extent the moneys on deposit in such Accounts therein and available therefor are insufficient and for no other purpose. The Series 2023A Reserve Accounts shall consist only of cash and Investment Obligations.

Upon satisfaction of the First Release Conditions and/or the Second Release Conditions, an Authorized Officer of the District shall recalculate the Series 2023A-1 Reserve Account Requirement and instruct the Trustee to transfer any excess as a result of having met such release conditions to the Series 2023A Acquisition and Construction Account to be used for the purposes of such Account unless the Series 2023A Acquisition and Construction Account has been closed in which case such excess shall be transferred to the Series 2023A- 1 Prepayment Subaccount and applied to the extraordinary mandatory redemption of Series 2023A-1 Bonds.

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 2023A-1 Reserve Account Requirement taking into account any Series 2023A-1 Prepayment Principal on deposit in the Series 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-1 Reserve Account as a result of such Series 2023A-1 Prepayment Principal to the Series 2023A-1 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 amount in the Series 2023A-1 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-1 Bonds on a pro rata basis on the earliest date permitted for redemption therein and in the Second 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 2023A-1 Reserve Account sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-1 Bonds, together with accrued interest on such Series 2023A-1 Bonds to the earliest date of redemption permitted therein and in the Second Supplemental Indenture, then the Trustee shall transfer the amount on deposit in the Series 2023A-1 Reserve Account into the Series 2023A-1 Prepayment Subaccount in the Series 2023A Redemption Account to pay and redeem all of the Outstanding Series 2023A-1 Bonds on the earliest date permitted for redemption therein and in the Second Supplemental Indenture.

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 2023A-2 Reserve Account Requirement taking into account any Series 2023A-2 Prepayment Principal on deposit in the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-2 Reserve Account as a result of such Series 2023A-2 Prepayment Principal to the Series 2023A-2 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 amount in the Series 2023A-2 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-2 Bonds [on a pro rata basis] on the earliest date permitted for redemption therein and in the Second 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 2023A-2 Reserve Account, sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-2 Bonds, together with accrued interest on such Series 2023A-2 Bonds to the earliest date of redemption permitted therein and in the Second Supplemental Indenture, then the Trustee shall transfer the amount on deposit in the Series 2023A-2 Reserve Account into the Series 2023A-2 Prepayment Subaccount in the Series 2023A Redemption Account to pay and redeem all of the Outstanding Series 2023A-2 Bonds on the earliest date permitted for redemption therein and in the Second Supplemental Indenture.

Anything in the 2023A Indenture to the contrary notwithstanding, amounts on deposit in the Series 2023A Reserve Accounts 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 2023A-3 Reserve Account

The Series 2023A-3 Reserve Account shall be funded and maintained at all times in an amount equal to the Series 2023A-3 Reserve Account Requirement. "Series 2023A-3 Reserve Account Requirement" is defined in the Third Supplemental Indenture to mean an amount equal to one hundred percent (100%) of the maximum annual interest requirement for all Outstanding Series 2023A-3 Bonds as of the time of any such calculation, which on the date of issuance of the Series 2023A-3 Bonds is equal to $	.

Except as otherwise provided in the 2023A-3 Indenture, amounts on deposit in the Series 2023A-3 Reserve Account shall be used only for the purpose of making payments into the Series 2023A-3 Interest Account and the Series 2023A-3 Principal Account to pay Debt Service on the Series 2023A-3 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 2023A-3 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 2023A-3 Reserve Account Requirement taking into account any Series 2023A-3 Prepayment Principal on deposit in the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account and shall direct the Trustee in writing to transfer any excess on deposit in the Series 2023A-3 Reserve Account as a result of such Series 2023A-3 Prepayment Principal to the Series 2023A-3 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 amount in the Series 2023A-3 Prepayment Subaccount shall be applied to the extraordinary mandatory redemption of the Series 2023A-3 Bonds on the earliest date permitted for redemption therein and in the Third 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 2023A-3 Reserve Account sufficient monies, after taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2023A-3 Bonds, together with accrued interest on such Series 2023A-3 Bonds to the earliest date of redemption permitted therein and in the Third Supplemental Indenture, then the Trustee shall transfer the amount on deposit in the Series 2023A-3 Reserve Account into the Series 2023A-3 Prepayment Subaccount in the Series 2023A-3 Redemption Account to pay and redeem all of the Outstanding Series 2023A- 3 Bonds on the earliest date permitted for redemption therein and in the Third Supplemental Indenture.

Anything in the 2023A-3 Indenture to the contrary notwithstanding, amounts on deposit in the Series 2023A-3 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.

Revenue Accounts

Series 2023A Revenue Account

The Trustee is authorized and directed to deposit into the Series 2023A Revenue Account any and all amounts required to be deposited therein by the 2023A 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 2023A Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the 2023A Indenture and from all other moneys of the Trustee.

The Trustee shall deposit into the Series 2023A Revenue Account the Series 2023A Pledged Revenues other than Series 2023A-1 Prepayment Principal and Series 2023A- 2 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 corresponding Prepayment Subaccount in the Series 2023A Redemption Account, and any other revenues required by other provisions of the 2023A 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 2023A Pledged Revenues paid to the Trustee shall be deposited into the Series 2023A Revenue Account, and that Series 2023A Pledged Revenues which the District informs the Trustee is Series 2023A-1 Prepayment Principal or Series 2023A-2 Prepayment Principal shall be deposited into the respective Prepayment Subaccount of the Series 2023A Redemption Account.

(i)  On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-1 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 2023A-1 Prepayment Subaccount of the Series 2023A Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A Revenue Account for deposit into the Series 2023A-1 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 2023A Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-1 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2023A-1 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-1 Bonds set forth in the form of Series 2023A-1 Bonds attached to the Second Supplemental Indenture, Section 301 of the Second Supplemental Indenture, and Article III of the Master Indenture.

(ii)  On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-2 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2023A-2 Prepayment Subaccount of the Series 2023A Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A Revenue Account for deposit into the Series 2023A-2 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 2023A Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-2 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2023A-2 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-2 Bonds set forth in the form of Series 2023A-2 Bond attached to the Second Supplemental Indenture, Section 301 of the Second 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: (i) from the Series 2023A-1 Capitalized Interest Account to the Series 2023A-1 Interest Account the lesser of (x) the amount of interest coming due on the Series 2023A-1 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2023A-1 Capitalized Interest Account; and (ii) from the Series 2023A-2 Capitalized Interest Account to the Series 2023A-2 Interest Account the lesser of (x) the amount of interest coming due on the Series 2023A-2 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (y) the amount remaining in the Series 2023A-2 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 2023A Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, on a pro rata basis, to the Series 2023A-1 Interest Account an amount equal to the amount of interest payable on all Series 2023A-1 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-1 Capitalized Interest Account in accordance with Sections 403(b) and 408(d) of the Second Supplemental Indenture, and less any other amount already on deposit in the Series 2023A-1 Interest Account not previously credited, and to the Series 2023A-2 Interest Account an amount equal to the amount of interest payable on all Series 2023A-2 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-2 Capitalized Interest Account in accordance with Sections 403(c) and 408(d) of the Second Supplemental Indenture, and less any other amount already on deposit in the Series 2023A-2 Interest Account not previously credited;

SECOND, on a pro rata basis, on May 1, 20  , and each May 1 thereafter, to the Series 2023A-1 Sinking Fund Account, the amount, if any, equal to the difference between the Amortization Installments of all Series 2023A-1 Bonds subject to mandatory sinking fund redemption on such May 1, and the amount already on deposit in the Series 2023A-1 Sinking Fund Account not previously credited and on May 1, 20 , to the Series 2023A-2 Principal Account the amount, if any, equal to the principal amount of Series 2023A-2 Bonds Outstanding and maturing on such May 1, 20 , less any amounts on deposit in the Series 2023A-2 Principal Account not previously credited;

THIRD, on a pro rata basis, to the Series 2023A-1 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2023A-1

Reserve Account Requirement and to the Series 2023A-2 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2023A-2 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2023A 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 2023A Revenue Account to the Series 2023A Rebate Account established for the Series 2023A 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.

Series 2023A-3 Revenue Account

The Trustee is authorized and directed to deposit into the Series 2023A-3 Revenue Account any and all amounts required to be deposited therein by the 2023A-3 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 2023A-3 Revenue Account shall be held by the Trustee separate and apart from all other Funds and Accounts held under the 2023A-3 Indenture and from all other moneys of the Trustee.

The Trustee shall deposit into the Series 2023A-3 Revenue Account the Series 2023A-3 Pledged Revenues other than Series 2023A-3 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 2023A-3 Prepayment Subaccount in the Series 2023A-3 Redemption Account, and any other revenues required by other provisions of the 2023A-3 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 2023A-3 Pledged Revenues paid to the Trustee shall be deposited into the Series 2023A-3 Revenue Account, and that Series 2023A-3 Pledged Revenues which the District informs the Trustee is Series 2023A-3 Prepayment Principal shall be deposited into the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account.

On the forty-fifth (45th) day preceding each Quarterly Redemption Date with respect to the Series 2023A-3 Bonds (or if such forty-fifth (45th) day is not a Business Day, on the Business Day next preceding such forty-fifth (45th) day), the Trustee shall determine the amount on deposit in the Series 2023A-3 Prepayment Subaccount of the Series 2023A-3 Redemption Account, and, if the balance therein is greater than zero, shall, upon written direction from the District, transfer from the Series 2023A-3 Revenue Account for deposit into the Series 2023A-3 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 2023A- 3 Bonds on the next succeeding Interest Payment Date), and, shall thereupon give notice and cause the extraordinary mandatory redemption of the Series 2023A-3 Bonds in the maximum aggregate principal amount for which moneys are then on deposit in the Series 2023A-3 Prepayment Subaccount in accordance with the provisions for extraordinary redemption of the Series 2023A-3 Bonds set forth in the form of Series 2023A-3 Bond attached to the Third

Supplemental Indenture, Section 301 of the Third 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 2023A-3 Capitalized Interest Account to the Series 2023A-3 Interest Account the lesser of (i) the amount of interest coming due on the Series 2023A-3 Bonds on such May 1 or November 1, less the amount already on deposit therein, or (ii) the amount remaining in the Series 2023A-3 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 2023A-3 Revenue Account to the Funds and Accounts designated below in the following amounts and in the following order of priority:

FIRST, to the Series 2023A-3 Interest Account an amount equal to the amount of interest payable on all Series 2023A-3 Bonds then Outstanding on such May 1 or November 1, less any amount transferred from the Series 2023A-3 Capitalized Interest Account in accordance with Sections 403(b) and 408(d) of the Third Supplemental Indenture, and less any other amount already on deposit in the Series 2023A-3 Interest Account not previously credited;

SECOND, on May 1, 20 , to the Series 2023A-3 Principal Account the amount, if any, equal to the principal amount of Series 2023A-3 Bonds Outstanding and maturing on such May 1, 20 , less any amounts on deposit in the Series 2023A-3 Principal Account not previously credited;

THIRD, to the Series 2023A-3 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the Series 2023A-3 Reserve Account Requirement; and

FOURTH, the balance shall be retained in the Series 2023A-3 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 2023A-3 Revenue Account to the Series 2023A-3 Rebate Account established for the Series 2023A-3 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
Series 2023A Bonds

Anything in the 2023A Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2023A Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2023A Acquisition and Construction Account, the Series 2023A-1 Interest Account, the Series 2023A-1 Capitalized

Interest Account, the Series 2023A-2 Interest Account, and the Series 2023A-2 Capitalized Interest Account shall be retained, as realized, in such Accounts or subaccounts and used for the purpose of such Account or subaccount. Earnings on investments in the Funds and Accounts other than the Series 2023A-1 Reserve Account, the Series 2023A-2 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2023A Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2023A Reserve Accounts shall be disposed of as follows:

if there was no deficiency (as defined in Section 509 of the Master Indenture) in the Series 2023A Reserve Accounts as of the most recent date on which amounts on deposit in the Series 2023A Reserve Accounts were valued by the Trustee, and if no withdrawals have been made from the Series 2023A Reserve Accounts since such date which have created a deficiency, then earnings on investments in the Series 2023A Reserve Accounts shall be deposited through May 1, 2024, on a pro rata basis, into the Series 2023A- 1 Capitalized Interest Account and the Series 2023A-2 Capitalized Interest Account and from May 2, 2024, through November 1, 2024, into the Series 2023A-1 Capitalized Interest Account, and, thereafter earnings in the Series 2023A Reserve Accounts shall be allocated to and deposited into the Series 2023A 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 2023A Reserve Accounts 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 2023A Reserve Accounts and have created such a deficiency, then earnings on investments in the Series 2023A Reserve Accounts shall be deposited on a pro rata basis into the Series 2023A Reserve Accounts until the amounts on deposit therein are equal to the Series 2023A-1 Reserve Account Requirement and/or the Series 2023A-2 Reserve Account Requirement, as applicable, and then earnings on investments in the Series 2023A Reserve Accounts shall be deposited through May 1, 2024, on a pro rata basis, into the Series 2023A- 1 Capitalized Interest Account and Series 2023A-2 Capitalized Interest Account and from May 2, 2024, through November 1, 2024, to the Series 2023A-1 Capitalized Interest Account, and, thereafter shall be allocated to and deposited into the Series 2023A Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2023A Reserve Accounts, prior to the deposit of any earnings in the Series 2023A Revenue Account, the amount of such proposed transfer shall instead be deposited on a pro rata basis into the Series 2023A Reserve Accounts until the balances on deposit therein are equal to the Series 2023A- 1 Reserve Account Requirement and the Series 2023A-2 Reserve Account Requirement.

Series 2023A-3 Bonds

Anything in the 2023A-3 Indenture to the contrary notwithstanding, moneys on deposit in all of the Funds and Accounts held as security for the Series 2023A-3 Bonds shall be invested only in Investment Obligations, and further, earnings on the Series 2023A-3 Acquisition and Construction Account, the Series 2023A-3 Interest Account, and the Series 2023A-3 Capitalized Interest Account shall be retained, as realized, in such Accounts or

subaccounts and used for the purpose of such Account or subaccount. Earnings on investments in the Funds and Accounts other than the Series 2023A-3 Reserve Account and other than as set forth above, shall be deposited, as realized, to the credit of the Series 2023A- 3 Revenue Account and used for the purpose of such Account.

Earnings on investments in the Series 2023A-3 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 2023A-3 Reserve Account as of the most recent date on which amounts on deposit in the Series 2023A-3 Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series 2023A-3 Reserve Account since such date which have created a deficiency, then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited through May 1, 2024, into the Series 2023A-3 Capitalized Interest Account, and, thereafter earnings in the Series 2023A-3 Reserve Account shall be allocated to and deposited into the Series 2023A-3 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 2023A- 3 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 2023A-3 Reserve Account and have created such a deficiency, then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited into the Series 2023A- 3 Reserve Account until the amount on deposit therein is equal to the Series 2023A-3 Reserve Account Requirement and then earnings on investments in the Series 2023A-3 Reserve Account shall be deposited through May 1, 2024, to the Series 2023A-3 Capitalized Interest Account, and, thereafter shall be allocated to and deposited into the Series 2023A-3 Revenue Account and used for the purpose of such Account.

Notwithstanding the foregoing, if there is a deficiency in the Series 2023A-3 Reserve Account, prior to the deposit of any earnings in the Series 2023A-3 Revenue Account, the amount of such proposed transfer shall instead be deposited into the Series 2023A-3 Reserve Account until the balance on deposit therein is equal to the Series 2023A-3 Reserve Account Requirement.

Acquisition and Construction Fund

Series 2023A Acquisition and Construction Account. Amounts on deposit in the Series 2023A Acquisition and Construction Account shall be applied to pay Costs of the Series 2023 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 2023A Indenture. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2023 Project, and any balance remaining in the Series 2023A Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2023 Project which are required to be reserved in the Series 2023A 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 first to the Series 2023A-2 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-2 Bonds until such Series 2023A-2 Bonds are no longer Outstanding and then to the Series 2023A-1 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-1 Bonds in accordance with Section 301 of the Second Supplemental Indenture and in the manner prescribed in the respective forms of Series 2023A Bonds set forth as Exhibit B to the Second Supplemental Indenture. Notwithstanding the foregoing, the District shall not establish a Date of Completion for the Series 2023 Project until either
(a) both the First Release Conditions and the Second Release Conditions have been satisfied and all moneys that have been transferred from the Series 2023A-1 Reserve Account to the Series 2023A Acquisition and Construction Account as a result of such release conditions having been satisfied pursuant to Section 405 of the Second Supplemental Indenture have been expended on Series 2023 Project Costs, or (b) the Consulting Engineer has certified in writing to the District and the Trustee that the amounts on deposit in the Series 2023A Acquisition and Construction Account are in excess of the amounts needed to complete the Series 2023 Project. After there are no funds therein and the Date of Completion of the Series 2023 Project has been established, the Series 2023A Acquisition and Construction Account shall be closed.

Series 2023A-3 Acquisition and Construction Account. Amounts on deposit in the Series 2023A-3 Acquisition and Construction Account shall be applied to pay Costs of the Series 2023 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 2023A-3 Indenture. Anything in the Master Indenture to the contrary notwithstanding, the Consulting Engineer shall establish a Date of Completion for the Series 2023 Project, and any balance remaining in the Series 2023A-3 Acquisition and Construction Account (taking into account the moneys currently on deposit therein to pay any accrued but unpaid Costs of the Series 2023 Project which are required to be reserved in the Series 2023A-3 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 2023A-3 Prepayment Subaccount and applied to the extraordinary mandatory redemption of the Series 2023A-3 Bonds in accordance with Section 301 of the Third Supplemental Indenture and in the manner prescribed in the form of Series 2023A-3 Bonds set forth as Exhibit B to the Third Supplemental Indenture. After there are no funds therein and the Date of Completion of the Series 2023 Project has been established, the Series 2023A-3 Acquisition and Construction Account shall be closed.

Series 2023A Costs of Issuance Account. The amount deposited in the Series 2023A 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 2023A Bonds. On the date of issuance of the Series 2023A 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 2023A Bonds, any amounts deposited in the Series 2023A Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2023A

Acquisition and Construction Account and used for the purposes permitted therefor, whereupon the Series 2023A Costs of Issuance Account shall be closed.

Series 2023A-3 Costs of Issuance Account. The amount deposited in the Series 2023A- 3 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 2023A-3 Bonds. On the date of issuance of the Series 2023A-3 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 2023A-3 Bonds, any amounts deposited in the Series 2023A-3 Costs of Issuance Account which have not been requisitioned shall be transferred over and deposited into the Series 2023A-3 Acquisition and Construction Account and used for the purposes permitted therefor, whereupon the Series 2023A-3 Costs of Issuance Account shall be closed.

Agreement for Assignment of Development Rights

Contemporaneously with the issuance of the Series 2023 Bonds, Haval Farms, LLC, a Florida limited liability company, Citadel Asset Group, LLC, a Florida limited liability company, Fortress Investors Management, LLC, a Florida limited liability company, Woolridge Investments L.L.C., a Delaware limited liability company, Blackhawk Capital Management, LLC, a Florida limited liability company, Lasalle Holding Partners, LLC, a Florida limited liability company and Seneca Real Holdings, LLC, a Florida limited liability company (collectively, the "Landowners") will enter into a Collateral Assignment Agreement with the District (the "Collateral Assignment Agreement"). The Collateral Assignment Agreement provides, among other things, that in the event the Landowners default in the payment of Series 2023 Assessments levied on lands owned by the Landowners, the District may exercise its remedial rights thereunder. Pursuant to the Collateral Assignment Agreement, the Landowners agree, subject to the provisions of the Collateral Assignment Agreement, to collaterally assign to the District all of their development rights and contract rights relating to lands benefited by the Series 2023 Project (the "Development and Contract Rights") as security for the Landowners' payment and performance and discharge of its obligation to pay the Series 2023 Assessments levied against the lands owned by the Landowners within the NRR Tract 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 NRR Tract Assessment Area, if any.

Completion Agreement

In connection with the issuance of the Series 2023 Bonds, Fortress Investors Management, LLC, a Florida limited liability company, Presidio Asset Management, LLC, a Florida limited liability company (together, the "Developers") and Neal Land & Neighborhoods, LLC, a Florida limited liability company ("Neal Land & Neighborhoods") will enter into an agreement with the District (the "Completion Agreement") pursuant to which the Developers and Neal Land & Neighborhoods will agree to provide funds to complete the

Series 2023 Project to the extent that proceeds of the Series 2023 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 2023 Bonds, the Landowners will enter into an agreement with the District (the "True-Up Agreement") pursuant to which the Landowners agree to timely pay all Series 2023 Assessments on lands owned by the Landowners within the NRR Tract Assessment Area and to pay when requested by the District any amount of Series 2023 Assessments allocated to unplatted acres in excess of the allocation in place at the time of issuance of the Series 2023 Bonds.
Enforcement of Completion Agreement and True-Up Agreement

Pursuant to the Indentures, 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 applicable 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 Indentures 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 applicable Majority Owners, or the Trustee at the direction of the applicable Majority Owners, shall constitute an Event of Default under the Indentures without benefit of any period for cure.

Owner Direction and Consent with Respect to Acquisition and Construction Accounts Upon Occurrence of Event of Default

In accordance with the provisions of the Indentures, the Series 2023 Bonds are secured solely by the applicable Series 2023 Pledged Revenues and the applicable Series 2023 Pledged Funds comprising the applicable Series 2023 Trust Estate. Anything in the Indentures to the contrary notwithstanding, the District acknowledges that (a) the Series 2023 Pledged Funds include, without limitation, all amounts on deposit in the Series 2023A Acquisition and Construction Account or the Series 2023A-3 Acquisition and Construction Account, as applicable, then held by the Trustee, (b) upon the occurrence of an Event of Default with respect to the Series 2023 Bonds, the Series 2023 Pledged Funds may not be used by the District (whether to pay Costs of the Series 2023 Project or otherwise) without the consent of the applicable 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 2023 Project and payment is for such work, and (c) upon the occurrence of an Event of Default with respect to the Series 2023 Bonds, the Series 2023 Pledged Funds may be used by the Trustee, at the direction or with the approval of the applicable Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indentures. The District shall not enter into any binding agreement with respect to the Series 2023 Project after the occurrence of an Event of Default unless authorized in writing by the applicable Majority Owners.

Events of Default and Remedies

Events of Default. The Master Indenture provides that each of the following shall be an Event of Default under the Indentures with respect to the Series 2023 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 2023 Bonds is not made when due;

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

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 2023 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 2023 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 applicable Series 2023 Reserve Account(s) to pay Debt Service on the corresponding Series 2023 Bonds;

more than twenty percent (20%) of the Maintenance Special Assessments levied by the District on tax parcels subject to the Series 2023 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 2023 Bonds or the Indentures on the part of the District to be performed (other than a default in the payment of Debt Service on the Series 2023 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 applicable Series 2023 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 Indentures, 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 applicable Majority Owners, from time to time, of the Series 2023 Bonds. Notwithstanding anything to the contrary in the Indentures, and unless otherwise directed by the applicable Majority Owners of the Series 2023 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 2023 Assessments collected directly by the District when due, that the entire Series 2023 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 2023 Assessments pledged to the Series 2023 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 2023 Bonds were issued by the District, the Owners of the Series 2023 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 applicable Majority Owners of the Series 2023 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 2023 Assessments relating to the Series 2023 Bonds then Outstanding, the Series 2023 Bonds then Outstanding or any rights of the Trustee under the Indentures (provided, however, the applicable Majority Owners of the Series 2023 Bonds then Outstanding shall be deemed to have consented to the proposed action if the District does not receive a written response from the applicable Majority Owners or the Trustee, acting at the direction of such Majority Owners, within sixty (60) days following delivery to the applicable 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 2023 Assessments relating to the Series 2023 Bonds then Outstanding, the Series 2023 Bonds then Outstanding or any rights of the Trustee under the Indentures that are inconsistent with any written consent received (or deemed received) from the Trustee or the applicable 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 applicable Majority Owners of the Series 2023 Bonds then Outstanding shall be deemed to have consented to the proposed action if the District does not receive a written response from the applicable Majority Owners and the Trustee within sixty (60) days following delivery to the applicable 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 2023 Assessments relating to the Series 2023 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 2023 Assessments relating to the Series 2023 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 2023 Assessments relating to the Series 2023 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 2023 Assessments pledged to the Series 2023 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 2023 Assessments relating to the Series 2023 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 2023 Assessments

The primary source of payment for the Series 2023 Bonds are the revenues received by the District from the Series 2023 Assessments imposed on each landowner within the NRR Tract Assessment Area which are specially benefited by the Series 2023 Project. To the extent that landowners fail to pay such Series 2023 Assessments, delay payments, or are unable to pay such Series 2023 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 2023 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.

Pursuant to the 2023A Indenture, when permitted by law, Series 2023A-1 Assessments levied on platted lots and pledged to secure the Series 2023A 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, or any successor statutes (the "Uniform Method") and Series 2023A-1 Assessments levied on unplatted lots and pledged to secure the Series 2023A 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. Series 2023A-2 Assessments 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, unless otherwise directed by the Trustee acting at the direction of the Majority Owners during the occurrence of an Event of Default.

Pursuant to the 2023A-3 Indenture, Series 2023A-3 Assessments 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, unless otherwise directed by the Trustee acting at the direction of the Majority Owners during the occurrence of an Event of Default.

All Series 2023 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 2023 Assessments shall not be deemed to be Delinquent Assessments unless and until such Series 2023 Assessments are not paid by the applicable Interest Payment Date with respect to which they have been billed.

Pursuant to the Indentures, if the owner of any lot or parcel of land shall be delinquent in the payment of any Series 2023 Assessment, then such Series 2023 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 2023 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 applicable Majority Owners of the Series 2023 Bonds then Outstanding, declare the entire unpaid balance of such Series 2023 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 2023 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 applicable Series Revenue Account.

Pursuant to the Indentures, if any property shall be offered for sale for the nonpayment of any Series 2023 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 2023 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 2023 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 2023 Bonds to which such Series 2023 Assessments were pledged; provided that the Trustee shall have the right, acting at the written direction of the applicable Majority Owners of the Series 2023 Bonds secured by such Series 2023 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 applicable Series 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 2023 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 2023 Bonds within sixty (60) days after the receipt of the request therefor signed by the applicable Majority Owners or the Trustee, acting at the written request of such Majority Owners, of the Series 2023 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 Indentures, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the Series 2023 Assessments, including the Assessment Report, and to levy the Series 2023 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 2023 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 2023 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 2023 Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Series 2023 Assessment when it might have done so, the District shall either (a) take all necessary steps to cause a new Series 2023 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 2023 Assessment from legally available moneys, which moneys shall be deposited into the applicable Series Revenue Account. In case any such subsequent Series 2023 Assessment shall also be annulled, the District shall obtain and make other Series 2023 Assessments until a valid Series 2023 Assessment shall be made.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the Series 2023 Bonds is the revenues received by the District from the collection of Series 2023 Assessments imposed on certain lands in the NRR Tract Assessment Area specially benefited by the Series 2023 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 2023 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 2023 Assessments during any year. Such delays in the collection of Series 2023 Assessments, or complete inability to collect any Series 2023 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 2023 Bonds. See "BONDOWNERS' RISKS" herein. To the extent that landowners fail to pay the Series 2023 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 2023 Bonds.

For the Series 2023 Assessments to be valid, the Series 2023 Assessments must meet two requirements: (a) the benefit from the Series 2023 Project to the lands subject to the Series 2023 Assessments must exceed or equal the amount of the Series 2023 Assessments; and (b) the Series 2023 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 2023 Assessments.

Pursuant to the Act and the Assessment Proceedings, the District may collect the Series 2023 Assessments through a variety of methods. See "BONDOWNERS' RISKS" herein. Initially, and for undeveloped properties owned by the Landowners and subsequent landowners, the District will directly issue annual bills to landowners requiring payment of the Series 2023 Assessments and will enforce such bill through foreclosure proceedings. As lands are developed, the Series 2023 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 2023 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 2023 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 2023 Assessments and the ability to foreclose the lien of such Series 2023 Assessments upon the failure to pay such Series 2023 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 2023 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 2023 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 2023 Assessments to be levied and then collected in this manner.

If the Uniform Method of collection is used, the Series 2023 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 2023 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 2023 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 2023 Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the Series 2023 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 2023 Bonds.

Under the Uniform Method, if the Series 2023 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 2023 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 2023 Assessments, (b) future landowners and taxpayers in the District will pay such Series 2023 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 2023 Assessments and all other liens that are coequal therewith.

Collection of delinquent Series 2023 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 2023 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 2023 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 2023 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 2023 Assessments, which are the primary source of payment of the Series 2023 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 elected 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
Pete Williams Janice Snow* Dale Weidemiller* John Blakley
John Leinaweaver*

Title Chairperson Vice Chairperson
Assistant Secretary Assistant Secretary Assistant Secretary

Expiration of Term

November 2024
November 2026
November 2024
November 2024
November 2026

* Affiliate or employee of the Developers and/or the Landowners.

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 2023 Bonds to finance a portion of the costs of the Series 2023 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, and effective on 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, Morgan's Glen and the NRR Tract (each as hereinafter defined). 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 2023 Assessments. The 2019A Fieldstone Phase 1 Assessments only secure the 2019A Fieldstone Phase 1 Bonds and do not secure the Series 2023 Bonds nor are the 2019A Fieldstone Phase 1 Assessments levied on the same lands subject to the Series 2023 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 2023 Assessments. The 2019A Morgan's Glen Assessments only secure the 2019A Morgan's Glen Bonds and do not secure the Series 2023 Bonds nor are the 2019A Morgan's Glen Assessments levied on the same lands subject to the Series 2023 Assessments.

On December 11, 2020, North River Ranch CDD issued its $7,670,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-1, and $5,010,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-2 (together, the "2020A NRR Bonds"). The current aggregate outstanding principal amount of the 2020A NRR Bonds is
$12,540,000. [The special assessments securing the 2020A NRR Bonds (the "2020A NRR Assessments") are levied on the same lands encumbered by the Series 2023 Assessments securing the Series 2023 Bonds. However, upon platting of Subphase 4B within the NRR Tract, which is anticipated to occur in January 2023, the 2020A NRR Assessments will no longer be levied on the same lands subject to the Series 2023 Assessments.]

On December 11, 2020, North River Ranch CDD issued its $4,215,000 Capital Improvement Revenue Bonds (Phase 1 Project), Series 2020A-3 (as previously defined, the "2020A-3 NRR Bonds"). The current aggregate outstanding principal amount of the 2020A- 3 NRR Bonds is $4,215,000. A portion of the special assessments securing repayment of the 2020A-3 NRR Bonds (the "2020A-3 NRR Assessments") are levied on the same lands encumbered by the Series 2023 Assessments securing the Series 2023 Bonds. However, concurrently with the delivery of the Series 2023 Bonds, a portion of the proceeds of the Series 2023 Bonds will be applied to the refunding of the 2020A-3 NRR Bonds extinguishing the lien of the 2020A-3 NRR Assessments on such lands.

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 2023 Assessments. The 2021B Fieldstone Phase 1 Assessments only secure the 2021B Fieldstone Phase 1 Bonds and do not secure the Series 2023 Bonds nor are the 2021B Fieldstone Phase 1 Assessments levied on the same lands subject to the Series 2023 Assessments.

On December [ ], 2022, the District issued its $[	] Special Assessment Revenue Bonds, Series 2022 (Fieldstone Phase 2 Project) (the "2022 Fieldstone Phase 2 Bonds"). The current aggregate outstanding principal amount of 2022 Fieldstone Phase 2 Bonds is $[	]. The special assessments securing the 2022 Fieldstone Phase 2 Bonds (the "2022 Fieldstone Phase 2 Assessments") are levied on lands within Fieldstone Phase 2 and are separate and distinct from the Series 2023 Assessments. The 2022 Fieldstone Phase 2 Assessments only secure the 2022 Fieldstone Phase 2 Bonds and do not secure the Series 2023 Bonds nor are the 2022 Fieldstone Phase 2 Assessments levied on the same lands subject to the Series 2023 Assessments.

The 2019A Fieldstone Phase 1 Bonds, 2019A Morgan's Glen Bonds, 2020A NRR Bonds, 2020A-3 NRR Bonds, 2021B Fieldstone Phase 1 Bonds and 2022 Fieldstone Phase 2 Bonds are hereinafter collectively referred to as the "Prior Bonds."

A portion of the proceeds of the Series 2023 Bonds are being used to construct a portion of the Series 2023 Project in the estimated amount of $40.5 million*. See "THE NRR TRACT CIP AND THE SERIES 2023 PROJECT" and "APPENDIX A – ENGINEER'S REPORT"
attached hereto.

PLAN OF REFUNDING

The 2020A-3 NRR Bonds are currently outstanding in the principal amount of
$4,215,000. The Series 2023 Assessments securing the Series 2023 Bonds are levied on the lands constituting the NRR Tract Assessment Area which consists of approximately [1,128] acres situated in the NRR Tract of the District. A portion of the 2020A-3 NRR Assessments securing repayment of the 2020A-3 NRR Bonds are levied on the same lands encumbered by the Series 2023 Assessments securing the Series 2023 Bonds. Concurrently with the delivery of the Series 2023 Bonds, a portion of the proceeds of the Series 2023 Bonds will be applied to the refunding in full of the 2020A-3 NRR Bonds ("Refunded Bonds") which will extinguish the lien of the 2020A-3 NRR Assessments on the lands constituting the NRR Tract Assessment Area.

A portion of the net proceeds of the Series 2023 Bonds, representing 100% of the principal amount of the Refunded Bonds plus accrued interest, will be deposited in the Series 2020A-3 Optional Redemption Subaccount in the Series 2020A Redemption Account in the Debt Service Fund established under the Master Trust Indenture, as supplemented by the

* Preliminary, subject to change.

Second Supplemental Trust Indenture, each dated as of December 1, 2020, and each by and between the District, as successor by merger to the North River Ranch Community Development District, and the Trustee, as successor in interest to U.S. Bank National Association, as trustee, and applied to the redemption of the Outstanding principal amount of the Refunded Bonds on or about 	, 2023. Upon such deposit on the closing date of the Series 2023 Bonds, the Refunded Bonds will be defeased.

THE NRR TRACT CIP AND THE SERIES 2023 PROJECT

Clearview Land Design, P.L. (the "Consulting Engineer"), has prepared the Supplemental Report for Project Phases I, II, II and Phases IV-C Through IV-F, dated July 2022 (the "Master Engineer's Report") describing the capital improvement program (the "NRR Tract CIP") for the lands within the NRR Tract excluding Subphases 4A and 4B, which horizontal infrastructure on such subphases are complete (as previously defined, the "NRR Tract Assessment Area"). The NRR Tract CIP is estimated to cost approximately $144.2 million and includes stormwater, drainage and clearing earthwork, water, wastewater and reclaimed water, power and street lighting, landscaping and hardscaping, roadways and paving, recreational amenities, and professional fees. Enumeration of the costs of the NRR Tract CIP are provided in the table below.

	Fort
Hamer Road 2nd		
Neighborhood Amenity		Master
Stormwater Improvements		
Neighborhood Infrastructure		
Total NRR	
Infrastructure		Extension		Center		(2,502)		(2,502)		Tract CIP	
Stormwater, Drainage & Earthwork		$3,293,887		$	0		$11,263,500		$22,527,000		$37,084,387	
Roadway & Paving		2,214,284		1,250,000		0		21,275,500		24,739,784	
Water, Wastewater & Reclaimed Water		2,545,280		425,000		0		30,036,000		33,006,280	
Landscape & Hardscape		875,000		250,000		0		8,760,500		9,885,500	
Recreational Amenities		175,000		7,000,000		0		250,000		7,425,000	
Power & Street Lighting		575,000		0		0		4,505,400		5,080,400	
Professional Fees		677,492		624,750		788,445		6,114,808		8,205,495	
Contingency		1,553,392		1,432,463		1,807,792		14,020,381		18,814,027	
Total		$11,909,335		$10,982,213		$13,859,737		$107,489,589		$144,240,873	
The master infrastructure costs allocable to the Fort Hamer Road extension include the extension of Fort Hamer Road from its existing northern terminus to a roundabout at the intersection of North River Ranch Trail (formally known as FF Road) providing access to the future school site and Phases 1 and 2 in the northeastern corner of the District (the "Fort Hamer Road 2nd Extension"). The capital improvements described in the NRR Tract CIP will be constructed in multiple phases over time. The initial phase of the NRR Tract CIP is estimated to cost approximately $51.0 million and includes the costs allocable to certain master infrastructure improvements related to the Fort Hamer Road 2nd Extension and recreational amenities allocable to the NRR Tract Assessment Area as well as neighborhood infrastructure costs allocable to Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract planned for 639 residential units (the "Series 2023 Project"). Detailed information concerning the Series 2023 Project is contained in the Supplemental Report for Project Phases III-A, IV- C1, IV-E & IV-F, dated November 2022, prepared by the Consulting Engineer (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 master and neighborhood infrastructure costs of the Series 2023 Project are provided in the table below.

Master Infrastructure
	
Fort				Neighborhood Infrastructure		

Infrastructure		Hamer Road 2nd Extension*		Neighborhood Amenity Center*		Subphases 4C- 1, 4E, 4F,
Phase 3 (TH)		Series 2023 Project Costs	
Stormwater, Drainage & Earthwork		$2,852,472		$	0		$8,626,500		$11,478,972	
Roadway & Paving		1,917,547		1,082,487		5,431,500		8,431,533	
Water, Wastewater & Reclaimed Water		2,204,186		368,046		7,668,000		10,240,232	
Landscape & Hardscape		757,741		216,497		2,236,500		3,210,738	
Recreational Amenities		151,548		6,061,926		250,000		6,463,474	
Power & Street Lighting		497,944		0		1,150,200		1,648,144	
Professional Fees		586,701		541,027		1,775,389		2,903,117	
Contingency		1,345,221		1,240,497		4,070,713		6,656,431	
Total		$10,313,358		$9,510,480		$31,208,802		$51,032,641	

*Cost allocation for Master Infrastructure calculated on a Cost/ERU basis.

The Master Infrastructure costs enumerated in the table above include the pro-rata share of costs of the Fort Hamer Road 2nd Extension and the recreational amenities for the 2,502 residential units planned within Phases 1, 2, 3 and Subphases 4C through Subphases 4F of the NRR Tract, which in their aggregate cost approximately $19.8 million.

Proceeds of the Series 2023 Bonds in the approximate amount of $40.5 million* will be utilized to acquire and/or construct a portion of the Series 2023 Project. It is anticipated that the District will issue one or more additional Series of Bonds to fund additional portions of the NRR Tract CIP. The Landowners and the Developers anticipate using equity to fund the remaining portions of the NRR Tract CIP not funded with proceeds of the Series 2023 Bonds and any future Series of Bonds as well as the other development costs not included within the NRR Tract CIP (the "Private Costs"). The Private Costs for the NRR Tract Assessment Area consist primarily of [final lot grading, over excavation of ponds] and are estimated to cost $8 million. As described herein under "THE DEVELOPMENT – Development Status | NRR Tract," development activities for Subphase 4C-1 planned to include 258 residential units is currently underway with mass grading and are anticipated to be complete by the second quarter of 2023. The Landowners and the Developers estimate they have expended approximately $1 million in development-related expenditures to date within the NRR Tract Assessment Area.

The Developers and Neal Land & Neighborhoods will enter into a Completion Agreement whereby the Developers and Neal Land & Neighborhoods will agree to complete those portions of the Series 2023 Project not funded with proceeds of the Series 2023 Bonds. The District cannot make any representation that the Developers or Neal Land & Neighborhoods will have sufficient funds to complete the Series 2023 Project. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 BONDS –

* Preliminary, subject to change.

Completion Agreement" and "BONDOWNERS' RISKS – Completion of Series 2023 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 Phases I, II, III and IV-C Through IV-F, dated July 6, 2022 (the "Master Assessment Report"), that allocates the total benefit derived from the NRR Tract CIP to the benefited lands in the NRR Tract Assessment Area. In addition, PFM Financial Advisors LLC (in such capacity, the "Assessment Consultant") has prepared the Supplemental Assessment Report Series 2023 (NRR Tract) Project, Series 2023 Bonds, dated December 2022 (the "Supplemental Assessment Report" and, together with the Master Assessment Report, the "Assessment Report"), that allocates the Series 2023 Assessments to property within the NRR Tract Assessment Area in proportion to the benefit derived from the Series 2023 Project.

Initially, the Series 2023 Assessments securing the Series 2023 Bonds will be levied on an equal per acre basis over the gross undeveloped acreage within the NRR Tract excluding Subphases 4A and 4B consisting of [1,128] acres (as previously defined, the "NRR Tract Assessment Area"). Pursuant to the allocation methodology set forth in the Assessment Report, the Series 2023A-1 Assessments levied in connection with the Series 2023A-1 Bonds 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 Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract which includes approximately 339 acres planned for 639 residential lots. The Series 2023A-1 Bonds were sized to correspond to the collection of Series 2023A-1 Assessments from the 639 residential lots planned within such Subphases. See "APPENDIX B – ASSESSMENT REPORT" attached hereto.

The Series 2023A-2 Assessments levied in connection with the Series 2023A-2 Bonds will initially be allocated over all acreage within the NRR Tract Assessment Area, as noted above. The Series 2023A-2 Assessments will then be assigned upon the sale of property with specific entitlements transferred thereto or platting of lots within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract which includes approximately 339 acres planned for 639 residential lots. The Series 2023A-2 Bonds were sized to correspond to the 639 residential lots planned within such Subphases, which the Landowners and the Developers intend to develop into finished lots and sell to builders.

The Series 2023A-1 Assessments are expected to be paid annually over a thirty (30) year period while the Series 2023A-2 Assessments are expected to be prepaid by the Landowners and/or the Developers at the time of a lot closing with a builder. The table below presents principal and annual amounts of the Series 2023A Assessments that will be levied on the lands within Subphases 4C-1, 4E, 4F and Phase 3 (TH) in connection with the Series 2023A Bonds.

# of		Series 2023A-1
Bonds Principal		Series 2023A-1 Bonds Gross Annual Debt
Service Per		Series 2023A-2
Bonds Principal		Series 2023A-2 Bonds Net Annual Debt
Service Per		Total Series 2023A
Debt Per	
Product Type		Units		Per Unit		Unit		Per Unit		Unit		Unit	
Townhome		144		$ 9,870		$ 792		$19,830		$1,239		$29,700	
Townhome		62		9,870		792		23,130		1,446		33,000	
Paired Villa		58		14,600		1,172		34,216		2,138		48,813	
Single-family 40'		78		16,450		1,320		33,050		2,066		49,500	
Single-family 45'		117		18,506		1,485		43,369		2,711		61,875	
Single-family 50'		124		20,563		1,650		41,313		2,582		61,875	
Single-family 60'		56		24,675		1,980		49,575		3,098		74,250	
Total		639											

The Series 2023A-3 Assessments levied in connection with the Series 2023A-3 Bonds will initially be allocated over all acreage within the NRR Tract Assessment Area. Upon platting of the 639 residential lots within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract, the Series 2022A-3 Assessments will then be assigned to the remaining undeveloped acreage within the NRR Tract Assessment Area planned for 1,863 residential lots in the remaining phases and subphases of the NRR Tract Assessment Area which includes Phases 1, 2, 3 (SF) and Subphases 4C-2 and 4D (collectively, the "Remaining Phases"). The Series 2023A-3 Bonds were sized to correspond to the 1,863 residential lots within the Remaining Phases. Upon the sale of property with specific entitlements transferred thereto or upon development completion and platting of the 1,863 residential lots planned in the Remaining Phases, the Series 2023A-3 Assessments will be assigned to such lots. The Series 2023A-3 Assessments are expected to be prepaid by the Landowners and/or the Developers at the time of lot closing with a builder. Alternatively, all or a portion of the Series 2023A-3 Assessments may be replaced by assessments securing additional Bonds issued by the District in order to optionally redeem all or a portion of the then-Outstanding Series 2023A-3 Bonds.  See "SECURITY FOR AND SOURCE OF PAYMENT OF THE
SERIES 2023 BONDS – No Parity Bonds; Limitation on Parity Assessments" herein.

Product Type		# of Units		Series 2023A-3 Bonds Principal Per Unit		Series 2023A-3 Bonds Net Annual Debt Service Per Unit	
Paired Villa 33'		170		$ 8,373		$ 523	
Single-family 36'		47		9,134		571	
Single-family 40'		366		10,149		634	
Single-family 45'		53		11,417		714	
Single-family 50'		978		12,686		793	
Single-family 60'		101		15,223		951	
Single-family 64'		148		16,238		1,015	
Total		1,863					

THE DEVELOPMENT

The following information appearing under the caption "THE DEVELOPMENT" has been furnished by the Landowners and the Developers for inclusion in this Limited Offering Memorandum as a means for the prospective Beneficial Owners of the Series 2023 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 Landowners and the Developers, 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 2023 Bonds, the Landowners and the Developers 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 additional recreational opportunities.

The Development is a single, interrelated community consisting of approximately 2,600 acres planned to include 3,982 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 including 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 NRR Tract Assessment Area consists of approximately [1,128] acres constituting the lands comprising the undeveloped acreage within the NRR Tract of the District excluding Subphases 4A and 4B. As discussed in more detail under the heading "THE NRR TRACT CIP AND THE SERIES 2023 PROJECT," proceeds of the Series 2023 Bonds will fund a portion of the Series 2023 Project to facilitate the development of the Fort Hamer Road 2nd Extension and recreational amenities allocable to the NRR Tract Assessment Area as well as neighborhood infrastructure costs allocable to Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract planned for 639 residential units.

Land Acquisition

The lands constituting the NRR Tract Assessment Area, which consists of approximately [1,128] acres and includes all lands within the NRR Tract outside of Subphases 4A and 4B, were originally owned by BH Manatee, LLC, a Delaware limited liability company ("BH Manatee"), managed by Barbara Havenick. Commerce Land Group, LLC, a Florida limited liability company and an affiliated entity of Neal Communities (hereinafter defined), established Haval Farms, LLC, a Florida limited liability company ("Haval Farms"), as a joint venture with BH Manatee for the purpose of acquiring, holding and selling such lands. Upon sale of a portion or all of such lands, a $30,000 per net acre distribution will be made by Haval Farms to BH Manatee.

On November 19, 2021, Haval Farms sold the lands constituting Subphases 4C-1, 4E- 1, 4E-2 and 4F within the NRR Tract consisting of 255.45 acres to Fortress Investors Management, LLC, a Florida limited liability company ("Fortress Investors Management"), for a total purchase price of $11,169,728. The members of Fortress Investors Management include Patrick Neal and John Neal of Neal Communities of Southwest Florida, LLC, a Florida limited liability company ("Neal Communities") and Neal Land & Neighborhoods, LLC, a Florida limited liability company (as previously defined, "Neal Land & Neighborhoods").

On November 30, 2021, Haval Farms sold the lands constituting Subphases 4C-2, 4D- 1 and 4D-2 within the NRR Tract consisting of 98.28 acres to Citadel Asset Group, LLC, a Florida limited liability company ("Citadel Asset Group"), for a total purchase price of
$4,343,783. The members of Citadel Asset Group include Patrick Neal and John Neal of Neal Communities and Neal Land & Neighborhoods.

On October 25, 2022, Haval Farms sold the lands constituting Phase 3 within the NRR Tract consisting of 255.45 acres to a tenancy in common for $17,800,602. The tenancy in common consists of Woolridge Investments L.L.C., a Delaware limited liability company ("Woolridge Investments"), Blackhawk Capital Management, LLC, a Florida limited liability company ("Blackhawk Capital Management"), Lasalle Holding Partners, LLC, a Florida limited liability company ("Lasalle Holding Partners"), and Seneca Real Holdings, LLC, a Florida limited liability company ("Seneca Real Holdings" and, collectively with Woolridge Investments, Blackhawk Capital Management and Lasalle Holding Partners, the "Phase 3 Landowners").

Haval Farms is the landowner of the remaining lands within the NRR Tract Assessment Area which includes approximately 464.92 acres and constitutes Phases 1 and 2 of the NRR Tract.

Environmental

In March 2021, a Phase I Environmental Site Assessment ("ESA") was performed by Enviro-Audit & Compliance, Inc., on the lands constituting Phases 1 and 2 of the NRR Tract. The ESA revealed evidence of Recognized Environmental Conditions ("RECs") consisting of petroleum vapors that were detected in the northeastern portion of the parcel in 2017. Soil samples were taken again in December 2020 which revealed no petroleum vapors indicating the apparent natural attenuation of the contamination detected and the absence of additional spills, leaks or discharges.

The Havenick family has owned the lands constituting the NRR Tract Assessment Area for over fifty (50) years and therefore is aware of the utilization of the land from that time to present day. Accordingly, an environmental site assessment has not been commissioned for the remaining acreage within the NRR Tract Assessment Area. However, as development throughout the NRR Tract Assessment Area continues, the Developers anticipate remediating any identified RECs, if any, at such time.

Land Use Plan/Phasing

The lands constituting the NRR Tract Assessment Area, consisting of approximately [1,128] acres, are planned to be developed in four (4) phases with subphases therein for the development of approximately 2,502 residential units. The information in the table below depicts the number of units by product type for the four (4) planned development phases within the NRR Tract Assessment Area, which information is subject to change.

[Remainder of Page Intentionally Left Blank]

	Phase 4						
		Subphase		Subphase		Subphase		Subphase		Subphase		
Product Type		C-1		C-2		D		E		F		Phase 1		Phase 2		Phase 3	
Townhome		0		0		0		62		0		0		0		144	
Villas 33'		0		0		0		0		0		85		85		0	
Villas 36'		0		0		0		58		0		0		0		0	
Single-family 36'		0		0		47		0		0		0		0		0	
Single-family 40'		78		67		56		0		0		122		121		0	
Single-family 45'		0		0		53		0		117		0		0		0	
Single-family 50'		124		41		21		0		0		189		189		538	
Single-family 57'		0		0		0		0		0		0		0		0	
Single-family 60'		56		70		31		0		0		0		0		0	
Single-family 64'		0		0		0		0		0		74		74		0	
Total		258		178		208		120		117		470		469		682	

Land Use/Permitting

The NRR Tract within the District received zoning approval from the County as a planned development mixed use (the "PDMU"). The PDMU provides for the development of up to 3,842 residential units and 82,000 square feet of commercial space. 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 and educational facilities. The information below is a summary of certain of the conditions of the PDMU.

Transportation:

Prior to final plat approval for any portion of the NRR Tract that exceeds 2,012 trips, Fort Hamer Road must be widened to a four (4) lane roadway from Moccasin Wallow Road to the entrance of the NRR Tract. Such improvement is subject to a proportionate share contribution of 100% of the total improvement cost.

Prior to final plat approval for any portion of the NRR Tract that exceeds 1,950 trips, construction of the following is required: (a) an 800' second eastbound left turn lane at the intersection of Moccasin Wallow Road and Fort Hamer Road; and (b) an exclusive 535' southbound left turn lane at the intersection of Moccasin Wallow Road and Fort Hamer Road. Signalization must be added at the intersection of Fort Hamer Road and Moccasin Wallow Road. Such improvements are subject to a proportionate share contribution of 57.4% of the total improvement costs.

Conveyance of 120 feet of right-of-way for Fort Hamer Road extending from the south boundary of the NRR Tract to the north boundary of the NRR Tract. Conveyance or dedication of the right-of-way shall occur upon County request and, at a minimum, at the time such right-of-way is necessary to access individual phases within the NRR Tract.

Conveyance of eighty-four (84) feet of right-of-way for future development of North River Ranch Trail (formally known as FF Road).

A minimum of fifteen (15) acres will be designated for recreational areas. Final site plan ("FSP") review and approval is required for the recreational amenity center.

Twenty-five (25%) of the NRR Tract must be designated as open space.

In accordance with the School District of Manatee County, a potential school site must be identified within the NRR Tract to provide for sufficient school capacity and will be reviewed upon preliminary site plan and FSP submittals.

A well management plan for the proper protection and abandonment of existing wells must be submitted to the County for review and approval prior to FSP approval.

Ninety (90) days prior to construction and land clearing, a 100% survey of suitable habitat gopher tortoises shall be conducted and if evidence of gopher tortoises is found, a FWC permit must be obtained for relocation and management of such tortoises.

As described in further detail in the Engineer's Report, permitting approval from the Department of Environment Protection for wetland mitigation is not required for the lands constituting the NRR Tract Assessment Area. A wetland survey approval has been obtained from the Southwest Florida Water Management District ("SWFWMD") for the NRR Tract within the Development. However, a SWFWMD Environmental Resource Permit ("ERP") is required for each subphase in order to commence development therein. A SWFWMD ERP for Subphases 4C through 4F has been obtained. [Further, certain additional permits for Subphase 4C-1 planned for 258 residential units including, without limitation, preliminary and final site plan approval has been submitted and is anticipated to be obtained in December 2022].

Upon issuance of the Series 2023 Bonds, the District Engineer will certify that any permits and approvals necessary for the infrastructure specific to the NRR Tract Assessment Area that have not previously been obtained are expected to be obtained in the ordinary course of business.

Reimbursement Agreements for Offsite Shared Improvements

Fieldstone CDD, prior to merging with the District, contracted to construct the costs of the Fort Hamer Road 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 was 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 Fieldstone CDD, Brookstone CDD, Haval Farms 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 Party		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			

Development Agreement

The lands located in the NRR Tract which includes the lands constituting the NRR Tract Assessment Area are subject to a Local Development Agreement (the "Development Agreement") that sets forth conditions related to certain items including, without limitation, transportation, potable water, and wastewater. The Landowners and/or Developers will pay for or construct their proportionate share mitigation of required improvements. Below is a summary of certain of the aforementioned conditions:

Wastewater

A 10-inch force main shall be designed, constructed and placed into service to service the NRR Tract.

Upon reaching service requirement for the 501st unit in the Development, or at a later date established by the County Engineer based on actual flows and available capacity, a 20-inch transmission line in the Erie Road right-of-way extending from the current connection at Fort Hamer Road to the treatment plant shall be constructed. A proportionate share contribution can be advanced for the costs. The County Engineer has evaluated the actual flows and projected available capacity of the existing transmission lines that are available to service the NRR Tract and has determined that the existing transmission lines will support the NRR Tract for a number of years. As such, installation of the transmission line is not required at this time.

Transportation

Conveyance of 120 feet of right-of-way for Fort Hamer Road extending from the south boundary of the NRR Tract to the north boundary of the NRR Tract. Conveyance or dedication of the right-of-way shall occur upon County request and, at a minimum, at the time such right-of-way is necessary to access individual phases within the NRR Tract.

Conveyance of eighty-four (84) feet of right-of-way for future development of North River Ranch Trail (formally known as FF Road).

The Landowners and/or Developers must convey a non-exclusive access, flowage and stormwater retention easement and stormwater capacity within the NRR Tract as necessary for the future four (4) lane construction of the Fort Hamer Road extension and related intersections.

Conveyance or dedication of the right-of-way, and the dedication or conveyance of any access, flowage and stormwater retention easements and stormwater capacity necessary for North River Ranch Trail (formally known as FF Road) and related intersections along the road, shall occur upon County request and, at a minimum, at the time such right-of-way is necessary to access individual phases within the NRR Tract.

Prior to final plat approval for any portion of the NRR Tract that exceeds 2,012 trips, Fort Hamer Road must be widened to a four (4) lane roadway from Moccasin Wallow Road to the entrance of the NRR Tract to the Bella Lago subdivision. The Landowners and/or Developers are entitled to impact fee credits for such improvements.

Prior to final plat approval for any portion of the NRR Tract that exceeds 1,950 trips, construction of the following is required: (a) an 800' second eastbound left turn lane at the intersection of Moccasin Wallow Road and Fort Hamer Road; and
(b) an exclusive 535' southbound left turn lane at the intersection of Moccasin Wallow Road and Fort Hamer Road. Signalization must be added at the intersection of Fort Hamer Road and Moccasin Wallow Road. The Landowners and/or Developers are entitled to impact fee credits for such improvements.

Designing, permitting, and construction of the eastern one-half of a four (4) lane divided Fort Hamer Road extension from the entrance of the Bella Lago Subdivision to the then-existing or planned intersection of North River Ranch Trail (formally known as FF Road) upon development of a portion of the NRR Tract that requires use of Fort Hamer Road north of the intersection of Bella Lago Boulevard.

Construction of the eastern one-half of a four (4) lane divided Fort Hamer Road as required to provide for such use upon development of a portion of the NRR Tract that requires use of Fort Hamer Road north of the intersection of North River Ranch Trail (formally known as FF Road).

Construct the then-required portion of North River Ranch Trail (formally known as FF Road) upon development of a portion of the NRR Tract that requires use of North River Ranch Trail (formally known as FF Road) from its intersection with
U.S. 301 or Fort Hamer Road and including any such required portion of North River Ranch Trail (formally known as FF Road) within the right-of-way extending from U.S. 301 to the west boundary of the NRR Tract.

Construction of a roundabout at the intersection of Fort Hamer Road and North River Ranch Trail (formally known as FF Road).

The County will provide transportation impact fee credits in the amounts detailed
below.

Improvement/Rights-of-Way	Impact Fee Credits
Fort Hamer Road Right-of-Way (Northern boundary to	$427,050 (6.57 acres * $65,000/acre) southern boundary of Development)
FF Road Right-of-Way (Entire segment in Development)	$1,642,550 (25.7 acres * $65,000/acre) Flowage and Stormwater Retention Easements	Fort Hamer Road: $185,250
FF Road: $310,375

The Development Agreement provides for a certificate level of service ("CLOS") that is currently valid until December 31, 2027. The CLOS applies to transportation, recreation/open space, solid waste, and stormwater for 3,842 residential units and 82,000 square-feet of non-residential uses within the NRR Tract. The County will issue a three (3) year CLOS for potable water and sanitary sewer with FSP approvals with extensions consistent with the County's land governing documents. The CLOS can be extended on a one-time basis for up to the earlier of (a) an additional eight (8) years or (b) [December 31, 2035], by providing an extension fee. Currently, all aspects of the Development Agreement governing the NRR Tract are being complied with. Failure to comply in the future could result in the delay or cessation of construction activities in the NRR Tract.

Land Sales/Contract Activity

It is the intent of the Landowners and the Developers to sell certain tracts as undeveloped tracts of land to developers/homebuilders for them to develop such tracts into finished lots for home construction thereon and certain tracts as finished lots with subsequent sale to builders for home construction thereon. The Developers and/or Landowners have entered into contracts for the purchase of 398 homesites planned within the NRR Tract Assessment Area, as detailed in the table below.

Phase		Purchaser		Product Type		Est. Units	
4C-1		Neal Communities		Single-family 50'		58	
4C-1		Neal Communities		Single-family 60'		17	
4C-1		Pulte Homes		Single-family 40' & 50'		143	
4F		Weekley Homes		Townhome		62	
4F		Weekley Homes		Single-family 45'		62	
4E		Cardel Homes		Single-family 35'		56	
Total						398	

The narrative below provides a summary of the contract activity within the NRR Tract Assessment Area as well as information regarding the contract purchasers which information has been obtained from their respective websites. While the terms of each purchase and sale contract are subject to change until closing, the Landowners and the Developers do not anticipate any changes to the terms of the purchase and sales contracts that will significantly impact the sale of such lands.

Neal Communities – Subphase 4C-1

Neal Communities of Southwest Florida, LLC, a Florida limited liability company (as previously defined, "Neal Communities") has entered into a purchase and sales contract for

the purchase of seventy-five (75) finished lots consisting of fifty-eight (58) single-family 50' lots and seventeen (17) single-family 60' lots within Subphase 4C-1 of the NRR Tract. The base purchase price for each lot is $2,200. In addition, upon closing to a homebuyer, a true- up payment in the amount by which twenty-three percent (23%) of the base home sales price exceeds the per lot purchase price is due. [Closings shall occur commencing February 1, 2024 and quarterly thereafter until all lots have been taken down.]

Information pertaining to Neal Communities can be found herein under the heading "THE LANDOWNERS AND THE DEVELOPERS."

Weekley Homes – Subphase 4F

On November 18, 2022, Weekley Homes, LLC, a Delaware limited liability company ("Weekley Homes") entered into a purchase and sales contract with Fortress Investors Management for the purchase of 124 finished lots consisting of townhome and single-family 45' lots representing a portion of the lots planned for Subphase 4F (the "Weekley Contract"). The total fixed purchase price per lot is $60,000 for a townhome lot and $112,500 for a single- family 45' lot with a one and a half percent (1.5%) escalator each quarter commencing with the initial closing. Upon retail home closings, a true-up payment in the amount by which eighteen percent (18%) for a townhome lot and twenty-three percent (23%) for a single-family lot of the base home sales price exceeds the per lot purchase price is due. An initial deposit of $25,000 [has been made] followed by an additional $723,650 within five (5) days of the termination of the feasibility period which is anticipated to be January 17, 2023. The deposit shall be released to Fortress Investors Management for purposes of development of the homesites conditioned on Fortress Investors Management's execution of a mortgage agreement securing its obligation to return the released portion of the deposit to Weekley Homes. The Weekley Contract provides for the 124 lots to be taken down in eight (8) closings. The initial closing consisting of fourteen (14) lots shall occur within fifteen (15) days of receiving a certificate of completion from the County for all necessary development work. The second closing consisting of fifteen (15) lots is anticipated to occur within 180 days following the initial closing. Each closing thereafter is scheduled to occur ninety (90) days after the prior closing. Pursuant to the Weekley Contract, all finished lots will be delivered to Weekley Homes with all necessary zoning and concurrency requirements such that each lot is ready for immediate issuance of a building permit. Additionally, the amenity center is required to be complete by no later than the end of the first quarter of 2024. Further, Fortress Investors Management must construct an entry monument to Subphase 4F prior to the second closing.

David Weekley Homes was founded in 1976 and is now the largest privately-held home builder in America. The company has sold more than 100,000 homes and expanded to twelve (12) states and nineteen (19) cities across the nation. As a result of the company's progressive management methodologies where people are the primary focus of the organization, the company has been named to FORTUNE 100's "Best Companies to Work For®" list fifteen (15) times. David Weekley Homes was the first builder in the United States to be awarded the Triple Crown of American Home Building, an honor which includes "America's Best Builder," "National Housing Quality Award" and "National Builder of the Year."

Pulte Homes – Subphase 4[_]

[TO COME]

Pulte Homes is a Michigan limited liability company and, as of December 31, 2016, is the successor by conversion of Pulte Home Corporation and is wholly owned by PulteGroup, Inc., a Michigan corporation ("PulteGroup"). PulteGroup, based in Atlanta, Georgia, is one of America's largest homebuilding companies with operations in approximately fifty (50) markets throughout the country. As a publicly-traded company on the New York Stock Exchange, PulteGroup is subject to the informational requirements of the Securities and Exchange Commission Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements, and other information with the SEC. The registration statement and these other SEC filings are available at the SEC's website at www.sec.gov and at the SEC's Public Reference Room at the SEC's Headquarters, located at 100 F Street, NE, Washington, D.C. 20549. All documents subsequently filed by PulteGroup pursuant to the requirements of the Exchange Act after the date of this Limited Offering Memorandum will be available for inspection in the same manner as described above.

Cardel Homes – Subphase 4E

On December 7, 2022, Cardel FL Homes, LLC, a Florida limited liability company ("Cardel Homes") entered into a purchase and sales contract with Fortress Investors Management for the purchase of fifty-six (56) finished lots consisting of single-family 35' lots representing a portion of the lots planned for Subphase 4E (the "Cardel Contract"). The total fixed purchase price per lot is $88,750 with a one and a half percent (1.5%) escalator each calendar quarter commencing with the initial closing. Upon retail home closings, a true-up payment in the amount by which twenty-three percent (23%) of the base home sales price exceeds the per lot purchase price is due. A deposit of $497,000 [has been made]. The deposit is refundable if a continuation notice is not provided prior to the expiration of the feasibility period which expires thirty (30) days after the effective date. The Cardel Contract provides for the fifty-six (56) lots to be taken down in eight (8) closings. The initial closing consisting of four (4) lots shall occur within fifteen (15) days of receiving a certificate of completion from the County for all necessary development work. The second closing consisting of eight (8) lots is anticipated to occur within 180 days following the initial closing. Each closing thereafter is scheduled to occur ninety (90) days after the prior closing. Pursuant to the Cardel Contract, all finished lots will be delivered to Cardel Homes with all necessary zoning and concurrency requirements such that each lot is ready for immediate issuance of a building permit. Additionally, Fortress Investors Management shall use its best effort to complete the amenity center by no later than March 31, 2024. Further, Fortress Investors Management must construct an entry monument to Subphase 4E prior to the second closing.

Cardel Homes was founded in 1973 and has grown into an international builder with operations in Florida, Colorado, Alberta and Ontario. Home sales reach over 1,500 homes a year in North America.

Master Infrastructure in NRR Tract

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 Fort Hamer Road through Subphases 4A and 4B of the NRR Tract just past its intersection with Bella Lago Boulevard is complete. The extension of Fort Hamer Road from its existing northern terminus to a roundabout at the intersection of North River Ranch Trail (formally known as FF Road) providing access to the future school site and Phases 1 and 2 of the NRR Tract has commenced and is anticipated to be complete in the first quarter of 2023.

Neighborhood Infrastructure in NRR Tract

Development activities for Subphase 4A of the NRR Tract planned for 242 residential units are complete and a final plat has been recorded. Development activities for Subphase 4B planned for 135 residential units is complete and [a final plat is anticipated to be recorded in January 2023]. The development of Subphase 4C-1 planned for 258 residential units is currently underway with mass grading. Horizontal development activities in Subphase 4C- 1 are anticipated to be complete in the third quarter of 2023. Development activities in Subphases 4E and 4F planned for 237 residential lots are anticipated to commence in the first quarter of 2023 with completion anticipated in the first quarter of 2024. Horizontal development activities in Phase 3 (TH) are anticipated to commence in conjunction with Subphases 4E and 4F. The development of each subsequent phase of the NRR Tract Assessment Area is expected to commence as home sale activity warrants the same.

Below is a table reflecting the current development status of the NRR Tract Assessment Area which consists of approximately [1,128] acres planned for 2,502 residential units within the NRR Tract of the Development.

Phase	# of Units		Construction Start		Construction Complete	
 
Series 2023A Bonds					
Subphase 4C-1	258		Underway		Q4 2023	
Subphase 4E	120		Q2 2023		Q1 2024	
Subphase 4F	117		Q2 2023		Q1 2024	
Phase 3 (TH)	144		Q3 2023		Q2 2024	

639
Series 2023A-3 Bonds					
Subphase 4C-2	150	2024	2025	
Subphase 4D	231	2025	2026	
Phase 1	187	2024	2026	
Phase 2	187	2026	2027	
Phase 3 (SF)	538	2025	2027	
	1,863			

The NRR Tract is planned to include [five (5)] model homes. Construction of the [five (5)] model homes is expected to be complete in the [   ] quarter of 2023. Home sales to retail buyers in Subphases 4A and 4B of the NRR Tract are expected to commence in the [second quarter of 2023].

Projected Absorption

As noted above, it is the intent of the Landowners and the Developers to sell certain tracts as undeveloped tracts of land to developers/homebuilders for them to develop such tracts into finished lots for home construction thereon and certain tracts as finished lots with subsequent sale to builders for home construction thereon. See "– Land Sales/Contract Activity" above. The following table sets forth the Landowners' and the Developers' anticipated pace of lot sales for all planned residential units within the NRR Tract of the Development.

Product Type	2022	2023	2024	2025	2026	2027	2028	2029	2030	2031	Total
Townhome AA 33' Villas
Villas 36'
AA 40'
SF 40'
SF 45'
AA 50'
SF 50'
SF 57'
AA 64'
SF 60'		 	 	 	 	 	 	 	 	 	 	
Total

Although the projected absorption rate shown above is based upon estimates and assumptions made by the Landowners and the Developers, and although considered reasonable by the Landowners and the Developers utilizing historical data, and taking into account current market conditions, it is nonetheless inherently uncertain and subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Landowners and the Developers. In particular, historical data will likely not be indicative of future market conditions. The Landowners and the Developers cannot predict with certainty the pace of new home sales and deliveries, whether there could be a significant slowing of new home sales in the future as a result of market conditions, and the extent to which such market conditions might impact the NRR Tract within the Development. As a result, there can be no assurance that the absorption will occur or be realized in the manner set forth herein.

Residential Product Offerings

The various interconnected neighborhoods within the NRR Tract within the Development are designed for young and growing families and empty nesters. The table below illustrates the current product type and pricing information for the homes that are anticipated to be offered within the community, which information is subject to change.

Product Type		Square Footage		Base Price Points	
Townhome		1,790		$302,000	
AA 33' Villas		1,450 – 1,650		$350,000	
Villas 36’		1,433 – 1,530		$340,000	
SF 36’		1,533 – 2,428		$380,000	
SF 40’		1,580 – 2,615		$398,000 – $459,000	
SF 45'		1,722 – 2,404		$441,000 – $513,000	
SF 50'		1,850 – 2,870		$425,000 – $522,000	
SF 57'		1,904 – 2,427		$510,000	
SF60'		2,607 – 3,587		$528,000 – $839,000	
SF64'		2,800 – 3,800		$600,000	

Assessment Area

The NRR Tract is being developed in multiple phases to ultimately provide infrastructure supporting the development of 2,877 residential units and recreational amenities. As previously discussed under the heading "THE NRR TRACT CIP AND THE SERIES 2023 PROJECT," proceeds of the Series 2023 Bonds will be used to acquire and/or construct a portion of the Series 2023 Project in the approximate amount of $40.5 million*.

Series 2020A Assessment Area

The District previously issued its 2020A NRR Bonds to acquire and/or construct a portion of the initial phase of infrastructure in the approximate amount of $11.8 million. The 2020A NRR Bonds were initially levied on an equal per acre basis over the gross undeveloped acreage within the NRR Tract consisting of 1,295 acres. The 2020A NRR Assessments will be allocated on a per lot basis upon the sale of property with specific entitlements transferred thereto or platting of the units within Subphases 4A and 4B of the NRR Tract. The Series 2020A NRR Bonds were sized to correspond to the collection of 2020A NRR Assessments from the 377 residential lots planned within Subphases 4A and 4B of the NRR Tract consisting of 167 acres. A plat is final and has been recorded for Subphase 4A consisting of 242 residential lots. A plat for Subphase 4B consisting of 135 residential lots [is anticipated to be recorded in January 2023]. [Upon platting of Subphase 4B, the 2020A NRR Assessments levied in connection with the 2020A NRR Bonds will be fully allocated on a per lot basis to the 377 residential units within Subphases 4A & 4B of the NRR Tract.]

NRR Tract Assessment Area

Initially, the Series 2023A-1 Assessments securing the Series 2023A-1 Bonds will be levied on an equal per acre basis over the gross undeveloped acreage within the NRR Tract excluding Subphases 4A and 4B and consisting of [1,128] acres (as previously defined, the "NRR Tract Assessment Area"). Pursuant to the allocation methodology set forth in the Assessment Report, the Series 2023A-1 Assessments levied in connection with the Series 2023A-1 Bonds 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 Subphases 4C-1, 4E, 4F and

* Preliminary, subject to change.

Phase 3 (TH) of the NRR Tract which includes approximately 339 acres planned for 639 residential lots.

Similarly, the Series 2023A-2 Assessments levied in connection with the Series 2023A-2 Bonds will initially be allocated over all acreage within the NRR Tract Assessment Area, as noted above. The Series 2023A-2 Assessments will then be assigned upon the sale of property with specific entitlements transferred thereto or platting of lots within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract which includes approximately 339 acres planned for 639 residential lots.

The Series 2023A-3 Assessments levied in connection with the Series 2023A-3 Bonds will initially be allocated over all acreage within the NRR Tract Assessment Area. Upon platting of the 639 lots within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract, the Series 2023A-3 Assessments will then be assigned to the undeveloped acreage planned for the remaining 1,863 residential lots in the Remaining Phases of the NRR Tract. Upon the sale of property with specific entitlements transferred thereto or upon development completion and platting of the 1,863 residential lots planned in the Remaining Phases of the NRR Tract, the Series 2023A-3 Assessments will be assigned to such lots.

[Until Subphase 4B planned for 135 residential lots is platted, which is anticipated to occur in January 2023, the lien of the Series 2023 Assessments securing the Series 2023 Bonds will overlap with the lien of the 2020A NRR Assessments securing the District’s outstanding 2020A NRR Bonds.]

Amenities

Residents within the NRR Tract have access to all of North River Ranch's existing recreational amenities, including (a) an amenity facility within Brightwood at North River Ranch featuring a 4,100 square-foot clubhouse, resort-style pool, exercise space, game room, playground and other passive and activity recreational activities, and (b) amenities in Riverfield including a covered patio and outdoor living room area, community pool and AVID station. Further, the Development features "The Greenway" which is the main walkway connecting the neighborhoods and will wind through the natural landscape of North River Ranch.

Construction of additional recreational facilities, specifically Camp Creek Amenity Center, located within Subphase 4C-1 of the NRR Tract is scheduled to commence in the [first quarter of 2023] with completion anticipated by the [first quarter of 2024]. Recreational amenities are planned to include a clubhouse with gathering spaces, a fitness center, and adult and children pools, a challenge course, playground, bike pump park and extensive trail system.

The Camp Creek Amenity Center is being funded and constructed by the District in the estimated amount of $10.98 million. Such costs are included in the NRR Tract CIP. The recreational facilities will ultimately be owned by the District.

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

Through its affiliates, the Landowners and the Developers intend to undertake a comprehensive marketing effort for the NRR Tract. Such marketing expenditures are primarily funded with a [0.625% to 1.50%] marketing fee each developer/homebuilder is required to pay upon the closing of the sale of a new home in the NRR Tract. Further, it is anticipated that each of the developers/homebuilders in the NRR Tract will employ their own marketing efforts to market their respective neighborhoods and product.

Education

Students are expected to attend the recently constructed Barbara A. Harvey Elementary School and Parrish Community High School, both of which are a convenient walk from the Development. Students in middle school are expected to attend Buffalo Creek Middle School. Barbara A. Harvey Elementary School, Buffalo Creek Middle School and Parrish Community High School received grades of "A," "C" and "C," respectively, by the Florida Department of Education for 2022.

Fees and Assessments

Each homeowner residing in the NRR Tract Assessment Area will pay annual taxes, assessments and fees on an ongoing basis including ad valorem property taxes, Series 2023 Assessments, homeowners' association fees, and administrative, operation and maintenance assessments levied by the District 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. Accordingly, by way of example, the annual property taxes for a $450,000 assessed value home would be $5,878, after accounting for a $25,000 homestead exemption.

Homeowner's Association Fees. All homeowners residing in the NRR Tract Assessment Area will be subject to annual homeowners' association ("HOA") fees for management of the HOA including enforcement of the Declaration and possibly including exterior maintenance, landscaping and common area for attached villas of the HOA-owned facilities. The HOA fees will vary annually based on the adopted budget by the HOA for a particular year. The annual HOA fee for 2023 in the NRR Tract Assessment Area by product- type is illustrated in the table below and is subject to change.

Unit Type	Annual HOA Fee
Townhome | Villas	$1,520 – $1,700 Single-family Detached		$85

District Special Assessments

Series 2023A-1 Assessments and Series 2023A-2 Assessments

All homeowners residing in Subphases 4C-1, 4-E, 4F and Phase 3 (TH) of the NRR Tract will be subject to the Series 2023A-1 Assessments levied in connection with the Series 2023A-1 Bonds which are expected to be paid annually over a thirty (30) year period. In addition, all 639 residential units within Subphases 4C-1, 4-E, 4F and Phase 3 (TH) of the NRR Tract will be subject to the Series 2023A-2 Assessments levied in connection with the Series 2023A-2 Bonds, which are anticipated to be prepaid at the time of lot sale with a builder. The table below illustrates the aforementioned Series 2023A Assessments that will be levied by the District for each of the respective product types within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract.

# of		Series 2023A-1
Bonds Principal		Series 2023A-1 Bonds Gross
Annual Debt Service Per		Series 2023A-2
Bonds Principal		Series 2023A-2 Bonds Net
Annual Debt Service Per		Total Series 2023A
Debt Per	
Product Type		Units		Per Unit		Unit		Per Unit		Unit		Unit	
Townhome		144		$ 9,870		$ 792		$19,830		$1,239		$29,700	
Townhome		62		9,870		792		23,130		1,446		33,000	
Paired Villa		58		14,600		1,172		34,216		2,138		48,813	
Single-family 40'		78		16,450		1,320		33,050		2,066		49,500	
Single-family 45'		117		18,506		1,485		43,369		2,711		61,875	
Single-family 50'		124		20,563		1,650		41,313		2,582		61,875	
Single-family 60'		56		24,675		1,980		49,575		3,098		74,250	
Total		639											

Series 2023A-3 Assessments

As previously noted, the Series 2022A-3 Assessments levied in connection with the Series 2023A-3 Bonds will be levied over all undeveloped acreage in the NRR Tract Assessment Area. Upon platting of the 639 lots within Subphases 4C-1, 4E, 4F and Phase 3 (TH) of the NRR Tract, the Series 2023A-3 Assessments will be assigned to the undeveloped acreage in the Remaining Phases of the NRR Tract Assessment Area planned for 1,863 lots. Upon the sale of property with specific entitlements transferred thereto or upon development completion and platting of the 1,863 residential lots planned in the Remaining Phases of the NRR Tract, the Series 2023A-3 Assessments will be assigned to such lots in the principal and corresponding annual amounts detailed in the table below. The Series 2023A-3 Assessments are expected to be prepaid by the Landowners and the Developers at the time of lot closing with a builder. Alternatively, all or a portion of the Series 2023A-3 Assessments may be replaced by assessments securing additional Bonds issued by the District in order to optionally redeem all or a portion of the then-Outstanding Series 2023A-3 Bonds. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 BONDS – No Parity
Bonds; Limitation on Parity Assessments" herein.

[Remainder of Page Intentionally Left Blank]

Product Type		# of Units		Series 2023A-3 Bonds Principal Per Unit		Series 2023A-3 Bonds Net Annual Debt Service Per Unit	
Paired Villa 33'		170		$ 8,373		$ 523	
Single-family 36'		47		9,134		571	
Single-family 40'		366		10,149		634	
Single-family 45'		53		11,417		714	
Single-family 50'		978		12,686		793	
Single-family 60'		101		15,223		951	
Single-family 64'		148		16,238		1,015	
Total		1,863					

Competition

Based upon the target demographic and location of the Development, it is anticipated that competition for the NRR Tract Assessment Area will primarily come from the active projects referenced below. The information appearing below was obtained from publicly available sources.

Brookstone is an approximately 445-acre community located north of the Development. The initial phase of Brookstone is currently being developed into a 550-unit single-family residential community marketed as "Bella Lago." Single-family units within Bella Lago are expected to range in size from approximately 1,504 square feet to 3,975 square feet with starting price points ranging from the high $300,000s. It is currently anticipated that D.R. Horton will be the sole builder in the initial phase. Brookstone is located within the Brookstone Community Development District.

Silverleaf is an approximately 300-acre community located along US 301 between Ellenton and Parrish. Silverleaf is planned for approximately 731 single-family units and is being developed by an affiliate of Neal Communities. Single-family attached and detached homes are currently being offered from approximately 1,531 to 2,732 square feet starting in the low $400,000s. The community offers a gated villa section and amenities include a clubhouse with fitness center, resort pool, sport courts, tot lot, and dog parks. Silverleaf is located within the Silverleaf Community Development District.

Trevesta is an approximately 440-acre community located on the east side of Interstate 75 at 69th Street. Trevesta is planned for approximately 803 single-family units and is being developed by an affiliate of Kolter Group. Single-family detached homes are currently being offered by four (4) builders from approximately 1,439 to 3,759 square feet starting from the $300,000s. The community includes a 5,600 square foot clubhouse with a fitness center and multi-purpose rooms as well as a resort-style pool with a splash park. Trevesta is located within the Trevesta Community Development District.

Willow Walk is an approximately 272-acre community located along the north side of Mendoza Road approximately one-half (1/2) mile west of Interstate 75. Willow Walk is planned for approximately 718 single-family units and is being developed by an affiliate of Kolter Group. Single-family detached homes are currently being offered by three (3) builders from approximately 1,416 to 3,230 square feet. The community includes a clubhouse, pool and children's playground. Willow Walk is located within the Willow Walk Community Development District.

Silverstone is an approximately 1,000-unit community located along the north side of Mendoza Road between Ellenton Gillette Road and Interstate 75. The initial phase of Silverstone planned for 299 units is underway. Single-family detached homes are currently being offered by D.R. Horton from approximately 1,504 to 3,313 square feet with prices starting in the high $300,000s. The community offers an open pavilion with a cabana and a pool. Silverstone is located within the Willow Hammock Community Development District.

Artisan Lakes is an approximately 1,000-acre community located on the north side of Moccasin Wallow Road just west of Interstate 75 and is being developed by Taylor Morrison. Artisan Lakes currently includes two (2) neighborhoods consisting of Esplanade and Eave's Bend. The Esplanade neighborhood is planned to include approximately 800 units and is being marketed to active adults. The Eave's Bend neighborhood is planned for approximately 1,100 units and is being marketed to young and growing families with some expectation of empty nesters. Taylor Morrison and Meritage Homes are actively selling homes at prices starting in the $500,000s and ranging in size from 1,778 to 2,929 square feet. The Eave's Bend community includes a 6,000 square foot clubhouse with resort-style pool, fitness facilities, arts and crafts room, library, teaching kitchen, café and media room. Eave's Bend is located in the Artisan Lakes East Community Development District.

This section does not purport to summarize all of the existing or planned communities in the area of the Development, but rather provide a description of those that the Landowners and the Developers feel pose primary competition to the Development.

THE LANDOWNERS AND THE DEVELOPERS

The lands constituting the NRR Tract Assessment Area consisting of approximately [1,128] acres were originally owned by BH Manatee, LLC, a Delaware limited liability company (as previously defined, "BH Manatee"), managed by Barbara Havenick. Commerce Land Group, LLC, a Florida limited liability company and an affiliated entity of Neal Communities, established Haval Farms, LLC, a Florida limited liability company (as previously defined, "Havel Farms"), as a joint venture with BH Manatee for the purpose of acquiring, holding and selling such lands.  Upon sale of a portion or all of such lands, a
$30,000 per net acre distribution will be made by Haval Farms to BH Manatee.

Haval Farms subsequently sold certain parcels within the NRR Tract Assessment Area to Citadel Asset Group, LLC, a Florida limited liability company (as previously defined, "Citadel Asset Group"), Fortress Investors Management, LLC, a Florida limited liability company (as previously defined, "Fortress Investors Management"), and a tenancy in common comprised of Woolridge Investments L.L.C., a Delaware limited liability company (as previously defined, "Woolridge Investments"), Blackhawk Capital Management, LLC, a Florida limited liability company (as previously defined, "Blackhawk Capital Management"), Lasalle Holding Partners, LLC, a Florida limited liability company (as previously defined, "Lasalle Holding Partners"), and Seneca Real Holdings, LLC, a Florida limited liability company (as previously defined, "Seneca Real Holdings" and, together with Woolridge Investments, Blackhawk Capital Management and Lasalle Holding Partners, as previously defined, the "Phase 3 Landowners"). Haval Farms, Citadel Asset Group, Fortress Investors Management and the Phase 3 Landowners are collectively referred to herein as the "Landowners" of the NRR Tract Assessment Area. The members of both Citadel Asset Group

and Fortress Investors Management include Patrick Neal and John Neal of Neal Communities and Neal Land & Neighborhoods.

The Phase 3 Landowners are a tenancy in common whereby Woolridge Investments (18.45%), Blackhawk Capital Management (47.08%), Lasalle Holding Partners (16.02%) and Seneca Real Holdings (18.45%) each hold membership interest in the lands constituting Phase 3 in the NRR Tract. [All of the entities constituting the Phase 3 Landowners are affiliated entities with Neal Communities and Neal Land & Neighborhoods.]

Fortress Investors Management is serving in the capacity as the developer for the development of certain master infrastructure within the NRR Tract as well as finished lots in certain of the subphases of the NRR Tract including Subphases [X]. Presidio Asset Management, LLC, a Florida limited liability company (as previously defined, "Presidio Asset Management" and, together with Fortress Investors Management, as previously defined, the "Developers"), is serving in the capacity as the developer for the development of Phase 3 of the NRR Tract. Both of the entities constituting the Developers are affiliated entities with Neal Communities and Neal Land & Neighborhoods.

As mentioned above, certain members of the Landowners and the Developers are entities 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 2023 Bonds offered hereby. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2023 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 2023 Bonds.

Limited Pledge

The principal security for the payment of Debt Service on the Series 2023 Bonds is the timely collection of the Series 2023 Assessments. The Series 2023 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 Landowners or any subsequent landowner will be able to pay the Series 2023 Assessments or that they will pay such Series 2023 Assessments even though financially able to do so. Neither the Landowners nor any subsequent landowner is a guarantor of payment of any Series 2023 Assessment and the recourse for the failure of the Landowners or any subsequent landowner to pay the Series 2023 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 2023 Project. Furthermore, the District has not pledged the revenues, if any, from the operation of the Series 2023 Project as security for, or a source of payment of, the Series 2023 Bonds. The Series 2023 Bonds are payable solely from, and secured solely by, the applicable Series 2023 Trust Estate, including the Series 2023 Assessments. The failure of the Landowners or any subsequent landowner to pay the required Series 2023 Assessment on its property will not result in an increase in the amount of Series 2023 Assessments other landowners are or would be required to pay.

Concentration of Land Ownership and Bankruptcy Risks

Until further development takes place in the NRR Tract Assessment Area, payment of the Series 2023 Assessments is substantially dependent upon their timely payment by the Landowners. In the event of the institution of bankruptcy or similar proceedings with respect to the Landowners or any other subsequent significant owner of property subject to the Series 2023 Assessments, delays and impairment could occur in the payment of Debt Service on the Series 2023 Bonds as such bankruptcy could negatively impact the ability of (a) the Landowners or any other landowner being able to pay the Series 2023 Assessments, (b) the County to sell tax certificates in relation to such property with respect to the Series 2023 Assessments being collected pursuant to the Uniform Method, and (c) the District's ability to enforce collection with respect to the Series 2023 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2023 Bonds, the Trustee and the District upon an Event of Default under the Indentures are in

many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including during a bankruptcy of the Landowners or any other landowner, the remedies specified by federal, State and local law and in the Indentures and the Series 2023 Bonds, including, without limitation, enforcement of the obligation to pay Series 2023 Assessments and the ability of the District to foreclose the lien of the Series 2023 Assessments, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 Assessments that are not collected pursuant to the Uniform Method, the District is required under the Indentures to fund the costs of foreclosure of such delinquent Series 2023 Assessments. It is possible that the District will not have sufficient funds and will be compelled to request the Owners of the Series 2023 Bonds to allow funds on deposit under the Indentures 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 2023 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 NRR Tract Assessment Area as a result of implementation and development of the Series 2023 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 2023 Assessments associated with it. To the extent that the realizable or market value of the land benefited by the Series 2023 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 2023 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 2023 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 2023 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 2023 Assessment, even if the landowner is not contesting the amount of the Series 2023 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 2023 Assessments. Failure of the District to follow these procedures could result in the Series 2023 Assessments not being levied or potential future challenges to such levy.

Other Taxes and Assessments

The willingness and/or ability of a landowner within the NRR Tract Assessment Area to pay the Series 2023 Assessments could be affected by the existence of other taxes and assessments imposed upon the property. Public entities whose boundaries overlap those of the NRR Tract 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 NRR Tract Assessment Area, impose additional taxes or assessments on the property within the NRR Tract Assessment Area. County, municipal, school and special district taxes and assessments, including the Series 2023 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 2023 Assessments, would result in such landowner's Series 2023 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 2023 Bonds.

As referenced herein, the Series 2023 Assessments are levied on lands within the NRR Tract Assessment Area that are also subject to O&M Assessments and HOA fees. See "THE DEVELOPMENT – Fees and Assessments" herein.

Limited Secondary Market

The Series 2023 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2023 Bonds in the event an Owner thereof determines to solicit purchasers of the Series 2023 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2023 Bonds may be sold. Such price may be lower than that paid by the current Owners of the Series 2023 Bonds, depending on the progress of the NRR Tract Assessment Area, existing market conditions and other factors.

Inadequacy of Series 2023 Reserve Accounts

Some of the risk factors described herein, if materialized, could result in a delay in the collection of the Series 2023 Assessments or a failure to collect the Series 2023 Assessments, but may not affect the timely payment of Debt Service on the Series 2023 Bonds because of the Series 2023A Reserve Accounts and the Series 2023A-3 Reserve Account (collectively, the "Series 2023 Reserve Accounts") established by the District for the Series 2023 Bonds. However, the ability of the District to fund deficiencies caused by delinquent or delayed Series 2023 Assessments is dependent upon the amount, duration and frequency of such deficiencies or delays. If the District has difficulty in collecting the Series 2023 Assessments, the Series 2023 Reserve Accounts could be rapidly depleted and the ability of the District to pay Debt Service on the Series 2023 Bonds could be materially adversely affected. Owners should note that although the Indentures contain the respective Series 2023 Reserve Account Requirements for the Series 2023 Reserve Accounts, and a corresponding obligation on the part of the District to replenish such Series 2023 Reserve Accounts to the applicable Series 2023 Reserve Account Requirement, the District does not have a designated revenue source for replenishing the Series 2023 Reserve Accounts. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2023 Assessments in order to provide for the replenishment of the Series 2023 Reserve Accounts.  See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023
BONDS – No Parity Bonds; Limitation on Parity Assessments" herein.

Moneys on deposit in the Series 2023 Reserve Accounts may be invested in certain obligations permitted under the Indentures. Fluctuations in interest rates and other market factors could affect the amount of moneys available in the Series 2023 Reserve Accounts to make up deficiencies or delays in collection of Series 2023 Assessments.

Moneys on deposit in the Series 2023A Reserve Accounts are to be held jointly for the benefit of all of the Series 2023A Bonds, without privilege or priority of one Series 2023A Bond over another. The Series 2023A Reserve Accounts do not secure the Series 2023A-3

Bonds and amounts on deposit in the Series 2023A Reserve Accounts may not be used to pay Debt Service on the Series 2023A-3 Bonds. The Series 2023A-3 Reserve Account does not secure the Series 2023A Bonds and amounts on deposit in the Series 2023A-3 Reserve Account may not be used to pay Debt Service on the Series 2023A Bonds.

Regulatory and Environmental Risks

The NRR Tract 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 NRR Tract Assessment Area. See "THE DEVELOPMENT – Land Use/Permitting" herein.

The value of the land within the NRR Tract Assessment Area, the ability to complete the NRR Tract CIP or the Series 2023 Project, and the likelihood of timely payment of Debt Service on the Series 2023 Bonds could be affected by environmental factors with respect to the lands in the NRR Tract 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 NRR Tract Assessment Area or from surrounding property, and what effect such may have on the development of the lands within the NRR Tract 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 NRR Tract Assessment Area. See "THE DEVELOPMENT – Environmental" herein.

Economic Conditions

The development of the NRR Tract 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 Developers, the Landowners or the District. Although the NRR Tract 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 2023 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 Developers, the Landowners 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 2023 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 NRR Tract Assessment Area, such catastrophic events could potentially render the lands within the NRR Tract Assessment Area unable to support the construction of the NRR Tract CIP or the Series 2023 Project. The occurrence of any such events could materially adversely affect the District's ability to collect Series 2023 Assessments and pay Debt Service on the Series 2023 Bonds. The Series 2023 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 Developers have the right to modify or change plans for development of certain property within the NRR Tract Assessment Area, 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 2023 Project

The Series 2023 Bond proceeds will not be sufficient to finance the completion of the Series 2023 Project. The portions of the Series 2023 Project not funded with proceeds of the Series 2023 Bonds are expected to be funded with contributions from the Developers and/or Neal Land & Neighborhoods. There is no assurance that the Developers or Neal Land & Neighborhoods will be able to pay for the cost of any of these improvements. Upon issuance of the Series 2023 Bonds, the Developers and Neal Land & Neighborhoods will enter into the Completion Agreement with respect to any portions of the Series 2023 Project not funded

with the proceeds of the Series 2023 Bonds. Such obligation of the Developers and Neal Land & Neighborhoods is an unsecured obligation. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2023 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 2023 Bonds should it be necessary to institute proceedings due to the nonpayment of the Series 2023 Assessments. Failure to complete or substantial delays in the completion of the NRR Tract CIP or the Series 2023 Project due to litigation or other causes may reduce the value of the lands in the NRR Tract Assessment Area and increase the length of time during which Series 2023 Assessments will be payable from undeveloped property and may affect the willingness and ability of the landowners to pay the Series 2023 Assessments when due and likewise the ability of the District to make full or punctual payment of Debt Service on the Series 2023 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 Landowners will enter into the Collateral Assignment Agreement upon issuance of the Series 2023 Bonds in which the Landowners collaterally assign to the District certain of their Development and Contract Rights relating to the NRR Tract Assessment Area. Notwithstanding the foregoing, in the event that the District forecloses on the property subject to the lien of the Series 2023 Assessments to enforce payment thereof, the District may not have the right, title or interest in the permits and approvals owned by the Landowners and failure to obtain any such permits or approvals in a timely manner could delay or adversely affect the completion of the NRR Tract Assessment Area. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE
SERIES 2023 BONDS – Agreement for Assignment of Development Rights" herein.

Interest Rate Risk; No Rate Adjustment for Taxability

The interest rates borne by the Series 2023 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 2023 Bonds. These higher interest rates are intended to compensate investors in the Series 2023 Bonds for the risk inherent in the purchase of the Series 2023 Bonds. However, such higher interest rates, in and of themselves, increase the amount of Series 2023 Assessments that the District must levy in order to provide for payment of Debt Service on the Series 2023 Bonds and, in turn, may increase the burden of landowners within the NRR Tract Assessment Area, thereby possibly increasing the likelihood of non-payment or delinquency in payment of such Series 2023 Assessments.

The Indentures do not contain an adjustment of the interest rates on the Series 2023 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 Indentures or the Tax Certificate executed by the District upon issuance of the Series 2023 Bonds or due to a change in the United States income tax laws. Should interest on the Series 2023 Bonds become includable in gross income for federal income tax purposes, Owners of the Series 2023 Bonds will be required to pay income taxes on the interest received on such

Series 2023 Bonds and related penalties. Because the interest rates on such Series 2023 Bonds will not be adequate to compensate Owners of the Series 2023 Bonds for the income taxes due on such interest, the value of the Series 2023 Bonds may decline. Prospective purchasers of the Series 2023 Bonds should evaluate whether they can own the Series 2023 Bonds in the event that the interest on the Series 2023 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 2023 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 2023 Bonds are advised that, if the IRS does audit the Series 2023 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 2023 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 2023 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 2023 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 2023 Bonds would adversely affect the availability of any secondary market for the Series 2023 Bonds. Should interest on the Series 2023 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2023 Bonds be required to pay income taxes on the interest received on such Series 2023 Bonds and related penalties, but because the interest rates on such Series 2023 Bonds will not be adequate to compensate Owners of the Series 2023 Bonds for the income taxes due on such interest, the value of the Series 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 Bonds would need to ensure that subsequent transfers of the Series 2023 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 2023 Bonds are subject to extraordinary mandatory redemption as a result of Prepayments of the Series 2023 Assessments by the Landowners or subsequent owners of property within the NRR Tract Assessment Area. Any such redemptions of the Series 2023 Bonds would be at the principal amount of such Series 2023 Bonds being redeemed plus accrued interest to the date of redemption. In such event, Owners of the Series 2023 Bonds may not realize their anticipated rate of return on the Series 2023 Bonds and Owners of any Premium Bonds (hereinafter defined) may receive less than the price they paid for the Series 2023 Bonds. See "DESCRIPTION OF THE SERIES 2023 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 2023 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the Series 2023 Bonds had application been made.

Mortgage Default and FDIC

In the event a bank forecloses on property in the NRR Tract 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 2023 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 2023 Assessments.

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ESTIMATED SOURCES AND USES OF BOND PROCEEDS

Series 2023A-1  Series 2023A-2  Series 2023A-3
Sources of Funds	Bonds	Bonds	Bonds	Total
Par Amount of Series 2023A-1 Bonds Par Amount of Series 2023A-2 Bonds Par Amount of Series 2023A-3 Bonds
Less/Plus Original Issue Discount/Premium		 	 	 	
Total Sources

Uses of Funds
Deposit to Series 2020A-3 Optional Redemption Subaccount Deposit to Series 2023A Acquisition and Construction Account Deposit to Series 2023A-3 Acquisition and Construction Account Deposit to Series 2023A-1 Reserve Account
Deposit to Series 2023A-2 Reserve Account Deposit to Series 2023A-3 Reserve Account
Deposit to Series 2023A-1 Capitalized Interest Account(1) Deposit to Series 2023A-2 Capitalized Interest Account(2) Deposit to Series 2023A-3 Capitalized Interest Account(3) Deposit to Series 2023A Costs of Issuance Account(4) Deposit to Series 2023A-3 Costs of Issuance Account(4) Underwriter's Discount
Total Uses

Represents capitalized interest on the Series 2023A-1 Bonds through November 1, 2024.
Represents capitalized interest on the Series 2023A-2 Bonds through May 1, 2024.
Represents capitalized interest on the Series 2023A-3 Bonds through May 1, 2024.
Costs of issuance include, without limitation, legal fees and other costs associated with the issuance of the Series 2023 Bonds.

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DEBT SERVICE REQUIREMENTS

The following table sets forth the scheduled Debt Service on the Series 2023 Bonds:

	Series 2023A-1 Bonds		Series 2023A-2 Bonds		Series 2023A-3 Bonds		Series 2023 Bonds	
Period Ending November 1st	
Principal	Interest		
Principal	Interest		
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 2023 Bonds in order that interest on the Series 2023 Bonds be and remain excluded from gross income for purposes of federal income taxation. Non-compliance may cause interest on the Series 2023 Bonds to be included in federal gross income retroactive to the date of issuance of the Series 2023 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 2023 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 Indentures with respect to the Series 2023 Bonds to comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the Series 2023 Bonds.

In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws, regulations, judicial decisions and rulings, interest on the Series 2023 Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Series 2023 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 2023 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 2023 Bonds. Prospective purchasers of Series 2023 Bonds should be aware that the ownership of Series 2023 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 2023 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 2023 Bonds; (iii) the inclusion of interest on Series 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with respect to payments on the Series 2023 Bonds and proceeds from the sale of Series 2023 Bonds. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2023 Bonds. This withholding generally applies if the owner of Series 2023 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 2023 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 2023 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 2023 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 2023 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 2023 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 2023 Bonds.

Prospective purchasers of the Series 2023 Bonds should consult their own tax advisors as to the tax consequences of owning the Series 2023 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 2023 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 2023 Bonds. Owners of the Series 2023 Bonds are advised that if the IRS does audit the Series 2023 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 2023 Bonds may have limited rights to participate in such procedure. The Indentures do not provide for any adjustment to the interest rates borne by the Series 2023 Bonds in the event of a change in the tax-exempt status of the Series 2023 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 2023 Bonds could adversely impact both liquidity and pricing of the Series 2023 Bonds in the secondary market.

Tax Treatment of Original Issue Discount

Under the Code, the difference between the maturity amount of the Series 2023 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 2023 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 2023 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 2023 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the execution of the Indentures. 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 2023A Trust Estate or the Series 2023A-3

Trust Estate, as applicable, or the ability of the District to pay the Series 2023A Bonds or the Series 2023A-3 Bonds from the Series 2023A Trust Estate or the Series 2023A-3 Trust Estate, as applicable.

Developers

In connection with the issuance of the Series 2023 Bonds, the Developers will represent to the District that there is no litigation of any nature now pending or, to the knowledge of the Developers, threatened, which could reasonably be expected to have a material and adverse effect upon the ability of the Developers to complete the NRR Tract Assessment Area as described herein or materially and adversely affect the ability of the Developers to perform their obligations described in this Limited Offering Memorandum.

Landowners

In connection with the issuance of the Series 2023 Bonds, the Landowners will represent to the District that there is no litigation of any nature now pending or, to the knowledge of the Landowners, threatened, which could reasonably be expected to have a material and adverse effect upon the ability of the Landowners to perform their 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 Developers and the Landowners (collectively, the "Developers/Landowners") 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 Developers/Landowners have each covenanted for the benefit of the Owners of the Series 2023 Bonds to provide to the Dissemination Agent certain financial information and operating data relating to the District, the NRR Tract Assessment Area and the Series 2023 Bonds (the "Reports"), and to provide notices of the occurrence of certain enumerated material events. Such covenants by the District and the Developers/Landowners shall only apply so long as the Series 2023 Bonds remain Outstanding under the Indentures or so long as the District or the Developers/Landowners remain 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 2023 Bonds. With respect to the Series 2023 Bonds, no parties other than the District and the Developers/Landowners 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.

Developers Continuing Compliance

[TO COME]

Landowners Continuing Compliance

[TO COME]

UNDERWRITING

The Underwriter has agreed, pursuant to a contract entered into with the District, subject to certain conditions, to purchase the Series 2023 Bonds from the District at a purchase price of $	 (representing the par amount of the Series 2023 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 2023 Bonds if any are purchased.

The Underwriter intends to offer the Series 2023 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 2023 Bonds to certain dealers (including dealers depositing the Series 2023 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 2023 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 2023 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 2023 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 Developers and the Landowners by their 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 2023 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 2023 Bonds are not general obligation bonds of the District and are payable solely from the applicable Series 2023 Trust Estate. See "CONTINUING DISCLOSURE" herein.

EXPERTS AND CONSULTANTS

The references herein to Clearview Land Design, P.L., 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 NRR Tract CIP or the Series 2023 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 2023 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 2023 Bonds.

NO CREDIT ENHANCEMENT OR RATING

No application for credit enhancement or a rating on the Series 2023 Bonds has been made, nor is there any reason to believe that the District would have been successful in obtaining either for the Series 2023 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 2023 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 Developers, the Landowners, the NRR Tract Assessment Area, or the NRR Tract CIP from the date hereof. However, certain parties to the transaction will, on the closing date of the Series 2023 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 2023 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

ENGINEER'S REPORT

ASSESSMENT REPORT

COPY OF MASTER INDENTURE AND FORMS OF SECOND SUPPLEMENTAL INDENTURE AND THIRD SUPPLEMENTAL INDENTURE

FORM OF OPINION OF BOND COUNSEL

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"),  FORTRESS
INVESTORS MANAGEMENT, LLC, a Florida limited liability company, PRESIDIO ASSET MANAGEMENT, LLC, a Florida limited liability company, HAVAL FARMS, LLC, a Florida limited liability company, CITADEL ASSET GROUP, LLC, a Florida limited liability company, WOOLRIDGE INVESTMENTS L.L.C., a Delaware limited liability company, BLACKHAWK CAPITAL MANAGEMENT, LLC, a Florida limited liability company, LASALLE HOLDING PARTNERS, LLC, a Florida limited liability company, SENECA REAL HOLDINGS, LLC, a Florida limited liability company (collectively, the "Developers/Landowners"), 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 $[A-1 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), its $[A-2 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and its $[A-3 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Bonds"). The Bonds are being issued pursuant to a Master Trust Indenture, dated as of December 1, 2022, as supplemented by a Second Supplemental Trust Indenture and Third Supplemental Trust Indenture, each dated as of January 1, 2023 (collectively, the "Indentures"), 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 Developers/Landowners covenant and agree as follows:

Purpose of Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the District and the Developers/Landowners for the benefit of the Owners (hereinafter defined) 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 Developers/Landowners 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 Developers/Landowners to provide additional information, the District and the Developers/Landowners, 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 Indentures 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 Indentures (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 Indentures 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 Indentures. 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 Indentures.

"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.
"NRR Tract Assessment Area" shall have the meaning ascribed to such term in the Limited Offering Memorandum.

"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 Developers/Landowners or any other landowner in the District, while the Developers/Landowners 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 Indentures 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 Developers/Landowners, their 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.

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:

Year;

the amount of Assessments levied for the most recent prior Fiscal

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, 2023, 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 District shall file a copy of its Audited Financial Statements for the Fiscal Year ended September 30, 2022 on or before June 30, 2023. 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 Developers/Landowners, until their 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 June 30, 2023; provided, however, that so long as the Developers/Landowners are a reporting company, such thirty (30) days shall be extended to

the date of filing of their 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 and neighborhood infrastructure improvements needed for the NRR Tract 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 planned within the NRR Tract Assessment Area subject to the Assessments;

the number of units (including under contract and closed) by the Developers/Landowners to developers/builders subject to the Assessments;

the number of units (including under contract and closed) to end users subject to the Assessments;

the estimated date of complete build-out of the NRR Tract Assessment
Area;

any bulk sale by the Developers/Landowners of the land subject to the
Assessments other than as contemplated by the Limited Offering Memorandum;

the status of development approvals for the NRR Tract Assessment
Area;

materially adverse changes or determinations to permits or approvals
for the NRR Tract Assessment Area which necessitate changes to the Developers/Landowners' land use or other plans for the NRR Tract Assessment Area;

updated plan of finance of the Developers/Landowners (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 NRR Tract Assessment Area as described in the Limited Offering Memorandum or on the Developers/Landowners' ability to undertake the development of the NRR Tract 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 Developers/Landowners shall clearly identify each other document so incorporated by reference.

If the Developers/Landowners sell, assign or otherwise transfer ownership of real property in the NRR Tract 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 Developers/Landowners hereby agree to require such third party to comply with the disclosure obligations of the Developers/Landowners 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 Developers/Landowners 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 "Developers/Landowners" shall be deemed to include each of the Developers/Landowners and any third party that becomes an Obligated Person hereunder as a result of a Transfer. In the event that the Developers/Landowners remain an Obligated Person hereunder following any Transfer, nothing herein shall be construed to relieve the Developers/Landowners from their obligations hereunder.

Provision of Quarterly Reports.

The Developers/Landowners 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 Developers/Landowners 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 Developers/Landowners in writing (which may be by e-mail) to remind the Developers/Landowners of their undertaking to provide the Quarterly Report pursuant to Sections 5 and 6 hereof. Upon such reminder, the Developers/Landowners 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 Developers/Landowners 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 Developers/Landowners 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 Developers/Landowners 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:

principal and interest payment delinquencies on the Bonds;

non-payment related defaults, if material;

difficulties;

difficulties*;

perform*;

unscheduled draws on debt service reserves reflecting financial unscheduled draws on credit enhancements reflecting financial substitution of credit or liquidity providers, or their failure to

adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

modifications to rights of Bond holders, if material;

bond calls, if material, and tender offers;

defeasances;

release, substitution, or sale of property securing repayment of the Bonds, if material;

ratings changes†;

* There is no credit enhancement for the Bonds as of the date hereof.

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 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

† The Bonds are not rated as of the date hereof.

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);

the name of any Obligated Person other than the District;

the name and date of the document being submitted; and

contact information for the submitter.

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 Developers/Landowners' 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 Developers/Landowners are no longer an Obligated Person. If such termination occurs prior to the final maturity of the Bonds, the District and/or the Developers/Landowners 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 Developers/Landowners pursuant to this Disclosure Agreement.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District, the Developers/Landowners 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 Developers/Landowners, 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 Developers/Landowners 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 Developers/Landowners, 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 Developers/Landowners, 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 Developers/Landowners, provided that no amendment to the provisions of Sections 5 and 6 hereof may be made without the consent of the Developers/Landowners as long as the Developers/Landowners are an Obligated Person.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District or the Developers/Landowners 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 Developers/Landowners 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 Developers/Landowners 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 Indentures, 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, Developers/Landowners and Dissemination Agent. The District and the Developers/Landowners 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 Developers/Landowners each acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, the Developers/Landowners, 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 Developers/Landowners, 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 Developers/Landowners or others in connection with the Quarterly Reports or to cause the Quarterly Reports to be provided by the Developers/Landowners.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the District, the Developers/Landowners, 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 Developers/Landowners agree that the Dissemination Agent is a bona fide agent of the District and the Developers/Landowners and may receive, on a timely basis, any information or reports it requests that the District and the Developers/Landowners 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: 	 Jennifer Walden, Senior District Manager

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

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

By: 		 Chairperson, Board of Supervisors

PFM GROUP CONSULTING LLC,
as initial Dissemination Agent

By: 	 Jennifer Walden, Senior District Manager

[Remainder of Page Intentionally Left Blank – Signatures Continue on Following Page]

FORTRESS INVESTORS MANAGEMENT,
LLC, a Florida limited liability company

By: 	 Name: 	 Title: 	

HAVAL FARMS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

WOOLRIDGE INVESTMENTS L.L.C.,
a Delaware limited liability company

By: 		 Name: 		 Title: 	

LASALLE HOLDING PARTNERS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

PRESIDIO ASSET MANAGEMENT, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

CITADEL ASSET GROUP, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

BLACKHAWK CAPITAL MANAGEMENT,
LLC, a Florida limited liability company

By: 		 Name: 		 Title: 	

SENECA REAL HOLDINGS, LLC,
a Florida limited liability company

By: 	 Name: 	 Title: 	

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
Fortress Investors Management, LLC, Presidio Asset Management, LLC, Haval Farms, LLC, Citadel Asset Group, LLC, Woolridge Investments L.L.C., Blackhawk Capital Management, LLC, Lasalle Holding Partners, LLC, and Seneca Real Holdings, LLC (collectively the "Developers/Landowners")

Name of Bond Issue:  $[A-1 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Bonds, Series 2023A-1 (NRR Tract Project), $[A-2 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-2 (NRR Tract Project), and $[A-3 Amount] North River Ranch Improvement Stewardship District Special Assessment Revenue Refunding Bonds, Series 2023A-3 (NRR Tract Project) (collectively, the "Bonds")

Date of Issuance:	[Closing Date] CUSIPs:	[	]
NOTICE IS HEREBY GIVEN that the [District has] [Developers/Landowners have] 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 Developers/Landowners and the Dissemination Agent named therein. The [District has] [Developers/Landowners have] advised the undersigned that it anticipates that the [Annual] [Quarterly] Report will be filed by
	, 20  .

Dated: 	

	, as Dissemination Agent

cc: [District] [Developers/Landowners] Obligated Person(s)
Participating Underwriter

North River Ranch Improvement Stewardship District

Pest Control Proposal

Jorge Orsini
From: Sent:
To:
Cc: Subject:

Follow Up Flag: Flag Status:

Philip Hattaway <phattaway@jonesandsonspestcontrol.com> Friday, December 9, 2022 10:28 AM
Jorge Orsini; Amanda Lane Venessa Ripoll; Vivian Carvalho
Re: North River Ranch ISD Pest Control

Follow up Flagged

 ALERT: This message is from an external source.BE CAUTIOUS before clicking any link or attachment	

We can do the treatment on the common area behind house 8908 to 8924 Isabella Cir. Parrish for insects for $400.00 If you would like us to extend that treatment to come behind 9006 Isabella Cir. The cost would be $600.00 total. This treatment will take care of roaches in that area.
If you have any questions please let me know.

Thank you Philip Hattaway
O. 941‐758‐7723
C. 941‐713‐1790
F. 941‐751‐5854

On Wed, Nov 23, 2022 at 11:40 AM Jorge Orsini <orsinij@pfm.com> wrote:

Good morning,

Please provide an estimate for roach/pest treatment of the easement strip behind 8908 Isabella Cir, Parrish FL. From the conversation we had I understand that it would start behind 8904 and end at 8916, where you said the trees come up to. If approved, it would be billed to:

North River Ranch Improvement Stewardship District 3501 Quadrangle Blvd, Ste 270
Orlando FL, 32817

To the attention of Amanda Lane lanea@pfm.com

Thank you,

Jorge Jimenez Orsini Assistant District Manager

PFM Group Consulting LLC

orsinij@pfm.com| phone 407.723.5900 | fax 407.723.5901 | web pfm.com 3501 Quadrangle Boulevard, Suite 270 | Orlando, FL 32817

North River Ranch Improvement Stewardship District

Change Order No.4
for Morgan’s Glen Phases IC & IIB

Change Order
No. 	4	

Date of Issuance:  December 6, 2022	  Effective Date:  December 14, 2022	

Project: Morgan’s Glen Phases IC & IIB	Owner: North River Ranch Improvement Stewardship District	Owner's Contract No.:	
Contract: $2,449,975.87	Date of Contract: 9/23/2021	
Contractor: Woodruff & Sons, Inc.	Engineer's Project No.: 215616746/
215614811	

The Contract Documents are modified as follows upon execution of this Change Order:

Description:

Aug thru Oct fuel surcharges; September extras: conduit, material price adjustment for Sch40; Gravity Wall Replacement; 13 rain days.
Attachments: (List documents supporting change):

Woodruff Change Order Requests dated 8/22, 9/22, 10/22, 10/3/22 & 10/13/22. Rain delays for August, September and October

	CHANGE IN CONTRACT PRICE:	 	CHANGE IN CONTRACT TIMES:	
Original Contract Price:	Original Contract Times:  Working days	 Calendar days Substantial completion (days or date):  IIB-150/ IC-180 Days	
$ 2,449,875.87		Ready for final payment (days or date):  IIB-180/ IC-210 Days	

[Increase] [Decrease] from previously approved Change [Increase] [Decrease] from previously approved Change Orders Orders No.	1	 to No.	3	:	No.	1	 to No.	3	:
Substantial completion (days or date):  IIB-4 Days/ IC-4 Days	
$  106,799.30		Ready for final payment (days): 	IIB-184/ IC-4 Days	

Contract Price prior to this Change Order:	Contract Times prior to this Change Order:
Substantial completion (days or date):  IIB-154/ IC-184 Days	
$ 2,556,675.17		Ready for final payment (days or date):  IIB-184/ IC-214 Days	

[Increase] [Decrease] of this Change Order:	[Increase] [Decrease] of this Change Order:
Substantial completion (days or date): 	13 Days	
$  103,681.75		Ready for final payment (days or date):   13 Days	

Contract Price incorporating this Change Order:	Contract Times with all approved Change Orders:
Substantial completion (days or date):  IIB-167/ IC-197 Days	
$ 2,660,356.92		Ready for final payment (days or date):  IIB-197/ IC-227 Days	

RECOMMENDED:	ACCEPTED:	ACCEPTED:	
By: 		By: 		By: 		
Engineer (Authorized Signature)	Owner (Authorized Signature)	Contractor (Authorized Signature)	
Date: 		Date: 		Date: 		

Approved by Funding Agency (if applicable):	
 		
Date:	

V:\2156\active\215614811\civil\construction_phase_documents\change_orders\Phases   1C-2B\received\con_morgans-glen-1c-2b_co-4_103681-75_aug-to-oct-fuel_conduit_price-adjst_grvty-wall_11-days_woodruff_20221206.docx

EJCDC No. C-941 (2002 Edition)	Page 1 of 1
Prepared by the Engineers' Joint Contract Documents Committee and endorsed by the Associated General Contractors of America and the Construction Specifications Institute.

	WOODRUFF & SONS, INC - WORKSHEET for FUEL ESCALATION
P.O. Box 10127, Bradenton, Florida 34282-0127 ~ T# 941.756.1871 ~ F# 941.755.1379 ~ www.woodruffandsons.com

NAME OF JOB:	MORGAN'S GLEN PHASES 1C AND 2B	JOB/WORK ORDER NO:	2758
 	
JOB LOCATION:	 PARRISH, FL	 DATE:		August, 2022
SOURCE:		https://www.eia.gov/petroleum/gasdiesel/ 		W&S INVOICE NO:			 BILL TO:			 PROJECT MANAGER:		SCOTT RUSSELL
COMPANY:	 Fieldstone Community Development District	
ADDRESS:		
STARTING AVG. $	$4.055	
	08/01/22	367.92	$1.083	$398.46	
	08/08/22	526.96	$0.938	$494.29	
	08/15/22	318.06	$0.856	$272.26	
	08/22/22	392.93	$0.854	$335.57	
	08/29/22	343.14	$1.060	$363.73	

					

					
			TOTAL:	$1,864.30	

			

WEEK OF	WEEK AVG. $		
8/1/2022	$5.138		
8/8/2022	$4.993		
8/15/2022	$4.911		
8/22/2022	$4.909		
8/29/2022	$5.115		

WEEK OF	TOTAL FUEL USED (GAL.)	SURCHARGE $	EXTENSION $	

2758 - Morgan's Glen IC & IIB Fuel Escalation 0822_revised Aug Monthly Worksheet - Pgs 1 of 1

WOODRUFF & SONS, INC - Change Order Request
P.O. Box 10127, Bradenton, Florida 34282-0127 ~ T# 941.756.1871 ~ F# 941.755.1379 ~ www.woodruffandsons.com

NAME		OF	JOB:  Morgan's Glen Phases IC, 2B		JOB/WORK ORDER NO: JOB	LOCATION:  Parrish, FL		DATE:
NATURE OF JOB:  This Is A Master List Of ALL September Extras For Work Performed and Material Use  REFERENCE NO:
 Outside The Scope Of The Original Contract Or From Design Changes.		W&S INVOICE NO:

BILL TO:	A/R C#  Andy Richardson		ORDERED BY: COMPANY:  Fieldstone Community Development District		TAX LOCATION: ADDRESS:  12051 Corporate Blvd., Orlando, FL. 32817		TAX PERCENTAGE:	

	2758 
	Oct. 13, 2022
September	

		Manatee
	7.00%	
DATE	WORKSHEET	TICKET #	QTY	UNITS	DESCRIPTION OF WORK	UNIT $	EXTENSION $	
			892.00	LF	Install 1.25" HDPE Conduit (Frontier)	$7.39	$6,591.88	
			558.00	LF	Install 2.5" Sch 80 Conduit (PRECO)	$7.39	$4,123.62	
			276.00	LF	2" Sch40 Material Price Adjustment	$1.85	$510.60	
			152.00	LF	4" Sch40 Material Price Adjustment	$6.17	$937.84	
								
DOCUMENTATION FOR CHANGE ORDER	TOTAL	$12,163.94	

Morgan's Glen 1C-2B_2758 PA 08_Master Change Order Request worksheet - Pgs. 1 of 1

'Invoice No: .. 	

D Cha,nge Order No: 	

 	

D  Cbriltol'No:		

□D l-oipaie:

omcIAL USE ONLY

D 1o1/ijci:

\Voodruff & Sons, Inc.
6450- 31siStieetE,a t; Elrade_ntoi;i.,_RL 342 (,Physic P.0.l.3.ox J0127, Bradenton, FL. 3428270127 ( ailing) T.elff941.7 6:1871 -	Fajc#941.755.1379.

www.woodl'itffand.son.s.com

To: Address:	Neal Communities Land Development, LLC
82110 Lakewood Ranch Boulevard Sarasota, FL 34202	Contact:
Phone: Fax:	Andy Richardson 941-328-1111	
Project Name:	Morgan's Glen lC Gravity Wall Replacement	Bid Number:	2758-P002	
Project Location:	Morgan's Glen Phase lC, Parrish, FL.	Bid Date:	10/4/2022	
Thank you for the opportunity to quote.

!Item #	Item Description	Estimated Quantity	Unit	Unit Price	Total Price!	
1	Demolition Of Existing Wall	1.00	LS	$22,895.28	$22,895.28	
2	Export And Disposal Of Material	17.50	HR	$356.66	$6,241.55	
3	Construct New Gravity Wall	1.00	LS	$59,925.87		
4	Agreed Price Reduction Per Don Woodruff	1.00	LS	($2,500.00)		
				
Total Bid Price:		
Notes:						
All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices.
Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the proposal.
Any item not specifically listed in this proposal is not induded.
This quotation excludes: rock removal, dewatering, and unsuitable soil.
Survey, layout and record drawings furnished by the owners' surveyor.
The items within this proposal are presented as the entire project, whereby an individual line item may not be removed or eliminated without prior approval.
Woodruff & Sons, Inc. will not be responsible for identifying or handling any hazardous or contaminated material that may be encountered.
Prices may be withdrawn by Woodruff & Sons, Inc. if not accepted within 45 days of receivinq this proposal.
Payment Terms:
Payment due within 30 days of date of invoice, regardless of when payment is made by Owner.

Authorized Signature: 	
Estimator: Scott Russell
(941) 756-1871 scottr@woodruffandsons.com

CONFIRMED:
Woodruff & Sons, Inc. - Proposal

c......---Y <
Buyer:---- --- ------------

·  actory and

itions

ACCEPTED:
The above prices specificatian are hereby a	pted.

11/3/2022 1:27:49 PM	Page 1 of 1

Morgan's Glen 1C-2B

2758

August - Recorded Rain Fall

Count Date:	Amount:	Unit:

1	Monday, August 8, 2022	1.25	inches	
2	Tuesday, August 23, 2022	2.5	inches	
3	Sunday, August 28, 2022	3.5	inches	
4			inches	
5			inches	
6			inches	
7			inches	
8			inches	
9			inches	
10			inches	
11			inches	
12			inches	
13			inches	
14			inches	
15			Inches	

Total Rainfall:	7.25	inches	
Total No. of Days	3	Days	
Days over 1 inch:	3	Days	
Recovery Days	3	Days	
Rain day Mon - Fri	2	Days	
Total Rain Days	5	Days	

Recovery days are the day following an over one inch of rain fall event
Total rain days for the month is the number of rain days that occurred Monday -Friday plus the number of recovery days

C:\Users\scottr\Desktop\2758 2022.08 Rainfall Report

Morgan's Glen 1C/2B

2758

September - Recorded Rain Fall

Count Date:	Amount:	Unit:

1	Wednesday, September 28, 2022	12	inches	
2			inches	
3			inches	
4			inches	
5			inches	
6			inches	
7			inches	
8			inches	
9			inches	
10			inches	
11			inches	
12			inches	
13			inches	
14			inches	
15			Inches	

Total Rainfall:	12	inches	
Total No. of Days	1	Days	
Days over 1 inch:	1	Days	
Recovery Days *	5	Days	
Rain day Mon - Fri	1	Days	
Total Rain Days	6	Days	

Recovery days are the day following an over one inch of rain fall event
Total rain days for the month is the number of rain days that occurred Monday -Friday plus the number of recovery days

\\WOODRUFF-FS\CompanyShared\1Contract_Info\2758 Morgan's Glen Ph.1C,2B\220 Job NPDES Reports\2758 2022.09 Rainfall Report\2758 2022.09 Rainfall Report

	WOODRUFF & SONS, INC - WORKSHEET for FUEL ESCALATION
P.O. Box 10127, Bradenton, Florida 34282-0127 ~ T# 941.756.1871 ~ F# 941.755.1379 ~ www.woodruffandsons.com

NAME OF JOB:	MORGAN'S GLEN PHASES 1C AND 2B	JOB/WORK ORDER NO:	2758
 	
JOB LOCATION:	 PARRISH, FL	 DATE:		September, 2022
SOURCE:		https://www.eia.gov/petroleum/gasdiesel/ 		W&S INVOICE NO:			 BILL TO:	 Tom Panaseny	 PROJECT MANAGER:		SCOTT RUSSELL
COMPANY:	 Fieldstone Community Development District	
ADDRESS:		
STARTING AVG. $	$4.055	
	09/01/22	272.70	$1.060	$289.06	
	09/05/22	309.21	$1.029	$318.18	
	09/12/22	624.01	$0.978	$610.28	
	09/19/22	421.85	$0.909	$383.46	
	09/26/22	0.00	$0.834	$0.00	

					

					
			TOTAL:	$1,600.98	

			

WEEK OF	WEEK AVG. $		
9/1/2022	$5.115		
9/5/2022	$5.084		
9/12/2022	$5.033		
9/19/2022	$4.964		
9/26/2022	$4.889		

WEEK OF	TOTAL FUEL USED (GAL.)	SURCHARGE $	EXTENSION $	

	WOODRUFF & SONS, INC - WORKSHEET for FUEL ESCALATION
P.O. Box 10127, Bradenton, Florida 34282-0127 ~ T# 941.756.1871 ~ F# 941.755.1379 ~ www.woodruffandsons.com

NAME OF JOB:	MORGAN'S GLEN PHASES 1C AND 2B	JOB/WORK ORDER NO:	2758
 	
JOB LOCATION:	 PARRISH, FL	 DATE:		October, 2022
SOURCE:		https://www.eia.gov/petroleum/gasdiesel/ 		W&S INVOICE NO:			 BILL TO:	 Tom Panaseny	 PROJECT MANAGER:		SCOTT RUSSELL
COMPANY:	 Fieldstone Community Development District	
ADDRESS:		
STARTING AVG. $	$4.055	
	10/03/22	481.01	$0.781	$375.67	
	10/10/22	291.09	$1.169	$340.28	
	10/17/22	378.21	$1.284	$485.62	
	10/24/22	224.15	$1.286	$288.26	
	10/31/22	0.00	$1.262	$0.00	

					

					
			TOTAL:	$1,489.83	

			

WEEK OF	WEEK AVG. $		
10/3/2022	$4.836		
10/10/2022	$5.224		
10/17/2022	$5.339		
10/24/2022	$5.341		
10/31/2022	$5.317		

WEEK OF	TOTAL FUEL USED (GAL.)	SURCHARGE $	EXTENSION $	

Morgan's Glen 1C/2B

2758

October - Recorded Rain Fall

Count Date:	Amount:	Unit:

1	Wednesday, October 12, 2022	2	inches	
2			inches	
3			inches	
4			inches	
5			inches	
6			inches	
7			inches	
8			inches	
9			inches	
10			inches	
11			inches	
12			inches	
13			inches	
14			inches	
15			Inches	

Total Rainfall:	2	inches	
Total No. of Days	1	Days	
Days over 1 inch:	1	Days	
Recovery Days	1	Days	
Rain day Mon - Fri	1	Days	
Total Rain Days	2	Days	

Recovery days are the day following an over one inch of rain fall event
Total rain days for the month is the number of rain days that occurred Monday -Friday plus the number of recovery days

\\WOODRUFF-FS\CompanyShared\1Contract_Info\2758 Morgan's Glen Ph.1C,2B\220 Job NPDES Reports\2758 2022.10 Rainfall Reports\2758 2022.10 Rainfall Report

North River Ranch Improvement Stewardship District

Change Order No. 7 Under Work Authorization No. 1

November 30, 2022

215616746

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:	Ms. Vivian Carvalho, District Manager

Reference:	Change Order No. 7 Under Work Authorization No. 1
North River Ranch Improvement Stewardship District General District Services Project

Dear Ms. Carvalho:

Due to ongoing project needs and additional services requested by the Board. Stantec is requesting approval to proceed with the additional professional services as follows:

New Task 270 – Engineer’s Report Update
Engineer shall:
Prepare Engineer’s Report.
Attend meetings as necessary.
Perform other services as requested by the Board.

These services will be performed on a T/M basis at our standard rates under our Master Services Agreement. Enclosed is a copy of our current Schedule of Fees, effective January 1, 2023.

S.A. Contract to Date	$ 158,000 Increase this Change Order $ 10,000 New Contract Sum	$ 168,000
 Stantec Consulting Services Inc.		 North River Ranch Improvement Stewardship
 District c/o PFM Group Consulting, LLC	

 6920 Professional Parkway		 3501 Quadrangle Blvd, Suite 270	

 Sarasota, FL 34240	

By

 Orlando, FL 32817	

By

Date

By

November 30, 2022

 November 30, 2022			
Date

Date

11/30/2022 – JVEGA
V:\2156\active\215616746\admin\documents\proposal\pro_v-carvalho_pfm_nrrisd_wa-1_co-7_nw-tsk-270_eng-rpt-update_rae_20221130.docx

SCHEDULE OF FEES
Effective January 1, 2023

Staff Level	Rate

Level 3	$ 111.00	
Level 4	$ 122.00	
Level 5	$ 139.00	
Level 6	$ 143.00	
Level 7	$ 152.00	
Level 8	$ 162.00	
Level 9	$ 168.00	
Level 10	$ 173.00	
Level 11	$ 189.00	
Level 12	$ 198.00	
Level 13	$ 209.00	
Level 14	$ 219.00	
Level 15	$ 232.00	
Level 16	$ 256.00	
Level 17	$ 265.00	
Level 18	$ 270.00	
Level 19	$ 281.00	
Level 20	$ 291.00	
Level 21	$ 309.00	
1 Person Field Crew	$ 145.00	
2 Person Field Crew	$ 200.00	
3 Person Field Crew	$ 255.00	
4 Person Field Crew	$ 310.00	

Unit billings, such as printing and survey materials, will be billed at standard rates. All other out-of- pocket expenses will be billed at cost +10%.

Z:\billing_level_rates\2023\Schedule of Fees-2023_table-2_FL_20221019.docx

North River Ranch Improvement Stewardship District

Payment Authorizations Nos. 002 – 005

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Payment Authorization 002 - 005

PA #	Description	Amount	Total	
				
2	Clearview Land Design	$	322.50		
		$	552.93		
				
	Dynamic Bicycles	$	625.00		
				
	Envera	$	842.36		
				
	Frontier	$	670.69		
		$	699.65		
		$	731.23		
				
	Jan-Pro of Manasota	$	158.18		
				
	Ken Burton Jr., Tax Collector	$	63.73		
				
	Macrolease	$	764.50		
				
	McClatchy Company	$	276.12		
				
	Manatee County Utilities Department	$	401.67		
		$	65.35		
		$	134.33		
		$	225.31		
		$	133.59		
		$	89.34		
				
	Peace River Electric Cooperative	$	680.92		
		$	835.92		
		$	16.87		
		$	28.35		
		$	640.82		
		$	27.48		
		$	29.93		
		$	36.78		
		$	43.35		
		$	18.10		
		$	392.97		

		$	24.01		
		$	422.04		
		$	1,362.04		
		$	441.23		
		$	767.34		
		$	60.90		
				
	S&G Pools	$	900.00		
		$	1,150.00		
		$	700.00		
		$	950.00		
				
	Spectrum	$	120.62		
		$	116.20		
				
	Sunrise Landscape	$	34,849.29		
		$	15,341.38		
				
			$66,713.02	
				
3	Eco-Logic Services	$	4,075.00		
		$	825.00		
				
	Envera	$	360.50		
				
	Ken Burton Jr. Tax Collector	$	245.13		
		$	26.12		
				
	Supervisor Fees - 11/09/2022			
	Dale Weidemiller	$	200.00		
	John Leinaweaver	$	200.00		
	Pete Williams	$	200.00		
	Janice Snow	$	200.00		
	John Blakley	$	200.00		
				
	U.S. Bank	$	6,369.38		
				
	WTS International	$	1,909.38		
		$	442.60		
				
			$15,253.11	
				
4	Ballenger Irrigation	$	2,250.00		
				
			$2,250.00	
				
5	CA Florida Holdings	$	25.00		

	Clearvie Land Design	$	772.22		
				
	Eco-Logic Services	$	1,525.00		
				
	Envera	$	842.36		
		$	366.58		
				
	Hill Ward Henderson	$	2,259.00		
				
	McClatchy Company	$	276.12		
				
	Spectrum	$	116.20		
				
	Stantec Consulting	$	8,789.53		
				
	Valley National Bank	$	580.57		
				
			$15,552.58	

		Total	$99,768.71	

Payment Authorization No. 002
11/4/2022

Item	Invoice	General	Fiscal

No.	Vendor

Number	Fund	Year

Clearview Land Design
Services Through 10/14/2022	22-02757	$	322.50	FY2023'
Reimbursables Through 10/14/2022	22-02758	$	552.93	r:y2023

Dynamic Bicycles

Bicycle Seats	5717-DYN	$	625.00   FY2023

 FY.2023

FY2023 FY2023 FY2023

Envera
Grand Reserve Video Monitoring	721488	$	842.36

Frontier
Pavilion Services 10/23/2022 - 11/22/2022	Acct: 941-776-9088-032320-5	$	670.69
Services 10/03/2022 - 11/02/022	Acct: 941-776-0433-093021-5	$	699.65
Services 11/03/2022 - 12/02/2022	Acct: 941-776-0433-093021-5	$	731.23

Jan-Pro of Manasota

Riverfield Cleaning Supplies	1028	$	158.18  FY2023

Ken Burton, Jr., Tax Collector

2022 Real Estate Taxes for Parcel 401917059	$	63.73  FY2023

Macrolease

FitRev Lease	29458111522	$	764.50  FY2028

 FY2023

FY2023 FY2023 FY2023 FY2023 FY2023
FY2023

McClatchy Company
Legal Advertising Through 10/25/2022; Ad: IPL0092712	156836	$	276.12

Manatee County Utilities Department
11510 Little River Way ; Service 10/01/2022 - 10/20/2022	Acct: 312296-162425	s	401.67
8905 Grand River Parkway	Acct: 312296-164615	s	65.35
11539 Little River Way	Acct: 312296-164711	$	134.33
8475 Fort Hamer Road	Acct: 338845-169394	$	225.31
11706 Sawyer Lane	Acct: 338845-169395	$	133.59
8414 Arrow Creek Drive ; Service 10/01/2022 - 10/20/2022	Acct:312296-170584	$	89.34

FY2023 FY2023 FY2023 FY2023 FY2023 FY2023 FY2023 FY2023
FY2023
FY2023 FY2023 FY2023 FY2023 FY2023 FY2023 FY2023
FY2023

Peace River Electric Cooperative
11510 Little River Way; Service 10/01/2022-10/17/2022	Acct: 168751001	$	680.92
Grand River Pkwy; Service 10/01/2022 -10/17/2022	Acct: 168751003	$	835.92
11539 Little River Way; Service 10/01/2022-10/17/2022	Acct: 168751004	$	16.87
8905 Grand River Pkwy; Service 10/01/2022 - 10/17/2022	Acct: 168751005	$	28.35
Lot Decorative Lights; Service 10/01/2022 - 10/17/2022	Acct: 168751007	$	640.82
8410 Arrow Creek Dr; Service 10/01/2022 - 10/17/2022	Acct: 168751008	$	27.48
11705 Sawyer Ln; Service 10/01/2022 - 10/17/2022	Acct: 168751009	$	29.93
8404 Canyon Creek Tri; Service 10/01/2022 -10/17/2022	Acct: 168751011	$	36.78
11712 Moccasin Wallow Rd; Service 10/01/2022 - 10/17/2022	Acct: 168751013	$	43.35
11750 Little River Way; Service 10/01/2022 - 10/17/2022	Acct: 168751014	$	18.10
8414 Arrow Creek Dr; Service 10/01/2022 - 10/17/2022	Acct: 168751015	$	392.97
8010 Ft Hamer Rd; Service 10/01/2022 -10/17/2022	Acct: 168751016	s	24.01
Grande Reserve Ph1A-2 Lot Lights; Service 10/01/2022- 10/17/2022	Acct: 168751017	$	422.04
Morgan's Glen Decorative Lights PH 1; Service 10/01/2022 - 10/17/2022	Acct; 168751020	$	1,362.04 Decorative Lighting NRR Ph1D East; Service 10/01/2022 - 10/17/2022	Acct: 168751023	$		441.23
Decorative Lighting NRR Ph1B2; Service 10/01/2022- 10/17/2022	Acct: 168751024	$	767.34
11362 Rolling Fork Tri; Service 10/19/2022 - 10/25/2022	Acct: 168751025	$	60.90

NorthRiver RanchISO
cto PFMGroupConsultklg 3501Quadrangle Blvd. Ste. 270 Orlando. FL 32817
l.9neA@pfm.comII (407)723--5925	Page 1 of2

RECEIVED
By Amanda Lane at 11:00 am, Nov 07, 2022

Payment Authorization No. 002
11/4/2022		
Item No.	
Vendor	Invoice Number	General Fund	Fiscal Year	

11	
S&G Pools			

	Brightwood October Pool Service	108122	$	900.00	FY2023	
	Brightwood November Pool Service & Hurricane Cleanup	118122	$	1,150.00	FY2023	
	Riverfield October Pool Service	181022	$	700.00	FY2023	
	Riverfield November Pool Service & Hurricane Cleanup	181122	$	950.00	 FY2023	

12	
Spectrum			

	11510 Little River Way; Service 10/28/2022 - 11/27/2022	85187901103022	$	120.62	FY2023	
	8414 Arrow Creek Drive ; Service 10/15/2022 - 11/14/2022	95036801101622	$	116.20	 F'Y2023	
13	Sunrise Landscape			
	
	October Landscaping Maintenance	7898	$ 34,849.29	FY2023	
	Additional Maintenance - Weeks of October 10 & October 24	7899	$ 15,341.38	 FY2023	
		
TOTAL	
$ 66,713.02		

Secretary I Assistant Secretary	Board Member

North River Ranch ISO
r:Jo PFM Group Consulting
3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723--5925	Page2of2

Payment Authorization No. 003
11/11/2022

Item
No.	
Vendor	Invoice
Number	General
Fund	Fiscal
Year	

1	
Eco--Logic Services			

	October Maintenance (NRR)	2327	$	4,075.00	FY2023	
	October Maintenance (Riverfield)	2337	$	825.00	 FY2023	
2	Envera			
	
	Riverfield Video Monitoring	721539	$	360.50	 FY2023	
3	Ken Burton Jr., Tax Collector			
	
	2022 Real Estate Taxes for Parcel 400810209	--	$	245.13	FY2023	
	2022 Real Estate Taxes for Parcel 403622759	--	$	26.12	 FY2023	
4	Supervisor Fees --11/09/2022 Meeting			
	
	Dale Weidemiller	--	$	200.00	FY2023	
	John Leinaweaver	--	$	200.00	FY2023	
	Pete Williams	--	$	200.00	FY2023	
	Janice Snow	--	$	200.00	FY2023	
	John Blakley	--	$	200.00	FY2023	
5	U.S. Bank			

	FY 2023 Series 2019A1--A2 Trustee Fees 10/01/2022 -- 06/30/2023	6606095	$	6,369.38	 FY2023	
6	WTS International			
	
	December Management Fee / Insurance	12353309	$	1,909.38	FY2023	
	Payroll -- Pay Period 10/16/2022 -- 10/31/2022	12353471	$	442.60	 FY2023	
		
TOTAL	
$  15,253.11		

v +tt

Secretary I/ Assistant Secretary

North River Ranch ISO c/o PFM Group Consulting

RECEIVED
By Amanda Lane at 8:25 am, Nov 16, 2022

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723--5925	Page 1 of 1

Payment Authorization No. 004
11/15/2022

Item
No.	
Vendor	Invoice
Number	General
Fund	Fiscal
Year	

1	
Ballenger Irrigation				
	Irrigation Consulflng 422 Ocfo6er, f.Jovem6er, Decem6er	222230	$	2,250.00	FY 2023	
		
TOTAL	
$	2,250.00		

Secretary I Assistant Secretary	Board Member

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1

Payment Authorization No. 005
11/18/2022

Item
No.	
Vendor	Invoice
Number	General
Fund	Fiscal
Year	

1	
CA Florida Holdings				
	Late Fee	5016385	25.00	 FY 2023	
2	Clearview Land Design				
	Reimbursables Through 11/11/2022	22-02994	$	772.22	 FY 2023	
3	Eco--Logic Services				
	October Maintenance (Fort Hamer Road)	2313	$	1,525.00	 FY 2023	
4	Envera				
	October Grand Reserve Video Monitoring	719437	$	842.36	FY 2023	
	October Riverfield Video Monitoring	719488	$	366.58	 FY 2023	
5	Hill Ward Hendersonn				
	Manatee County Lawsuit v. Jon M. Hall Co. Counsel Through 10/31/2022	10652697	$	2,259.00	 FY 2023	
6	McClatchy Company				
	Legal Advertising Through 10/25/2022; Ad: IPL0092712	156836	$	276.12	 FY 2023	
7	Spectrum				
	8414 Arrow Creek Drive Services 11//15//2022 -- 12//14//2022	95036801111622	$	116.20	 FY 2023	
8	Stantec Consulting Services				
	Engineering Services Through 11/04/2022	2004407	$	8,789.53	 FY 2023	
9	Valley National Bank				
	VISA Statement Closing Date 10/31/2022	Acct: 9466	$	580.57	 FY 2023	
		
TOTAL	
$  15,552.58		

!/
Secretary I Assistant Secretary	Board Member

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723--5925	Page 1 of 1

North River Ranch Improvement Stewardship District

Funding Requests Nos. 143 – 160

Funding Requests 143-160

FR #	Description	Amount	Total	
				
143				
North River Ranch ISD	Manatee County Utilities Department	$	241.00		
		$	39.21		
		$	80.60		
		$	135.18		
		$	80.16		
		$	53.60		
				
	Peace River Electric Cooperative	$	557.11		
		$	683.84		
		$	13.81		
		$	23.19		
		$	524.30		
		$	22.49		
		$	24.49		
		$	30.10		
		$	35.47		
		$	14.81		
		$	321.53		
		$	19.65		
		$	345.30		
		$	1,114.39		
		$	361.00		
		$	627.83		
				
	Stantec Consulting Services	$	2,635.50		
				
	Sunrise Landscape	$	27,264.29		
		$	5,500.00		
		$	11,000.00		
		$	5,500.00		
				
	Wrathell, Hunt & Associates	$	15.06		
		$	46.86		
		$	15.32		
		$	32.31		

			$57,358.40	
				
144				
Brightwood	Sunrise Landscape	$	14,741.10		
		$	256.80		
				
	Booth Design Grroup	$	7,425.00		
				
			$22,422.90	
				
145				
Forth Hamer	Clearvie Land Design	$	1,500.00		
				
	Kompan	$	39,720.86		
				
	Sunrise Landscape	$	101,971.80		

		$	74,896.88		
		$	3,788.13		
				
	WillScot	$	1,142.15		
				
	Woodruff & Sons	$	133,561.46		

			$	356,581.28	
				
146				
Fortress Amenity	Clearview Land Design	$	2,945.00		
		$	310.00		
				
			$	3,255.00	
				
147				
Morgan's Glen	Dewberry Engineers	$	3,650.00		
				
	Kompan	$	4,590.61		
				
	Sunrise Landscape	$	142,916.40		
		$	23,705.33		
				
	Woodruff & Sons	$	127,766.25		
				
			$	302,628.59	
				
148				
Phase 3	Booth Design Group	$	2,586.98		
				
			$	2,586.98	
				
149				
Phase 4	Clearview Land Design	$	4,190.00		
		$	9,495.00		
		$	56,022.50		
		$	5,625.00		
		$	5,625.00		
				
	RIPA & Associates	$	207,623.69		
		$	99,003.65		
		$	23,114.29		
				
			$	410,699.13	
				
150				
North River Ranch ISD	U.S. Bank	$	2,123.13		
			$	2,123.13	
				
151				
Fort Hamer	Mike Armstrong Landscaping	$	178,293.00		
				
	Terracon Consultants	$	12,995.00		

			$	191,288.00	

152				
Phase 4	Mike Armstrong Landscaping	$	59,181.30		
		$	9,312.00		
				
			$	68,493.30	
				
153				
North River Ranch ISD	Ballenger Irrigation	$	2,250.00		
				
	BCI Entities, LLC	$	6,570.00		
				
			$	8,820.00	
				
154				
North River Ranch ISD	Eco-Logic Services	$	1,200.00		
				
	Envera	$	350.00		
		$	350.00		
				
			$	1,900.00	
				
155				
Camp Creek Trail	Stantec Consulting Services	$	3,250.00		
				
			$	3,250.00	
				
156				
Dog Park	Dewberry Engineers	$	4,500.00		
				
			$	4,500.00	
				
157				
Fort Hamer	Clearview Land Design	$	1,500.00		
				
	Woodruff & Sons	$579,845.55		
				
			$	581,345.55	
158				
Fortress	Clearview Land Design	$775.00		
		$390.00		
				
			$1,165.00	
				
159				
Morgan's Glen	Steadfast Contractors Alliance	$28,172.80		
		$68,698.98		
				
			$96,871.78	
				
160				
Phase 4	Clearview Land Design	$210.00		
		$53,005.00		
		$1,875.00		
		$1,875.00		
				
	RIP & Associates	$433,543.30		
				
	Stone Age Concrete Games	$12,556.00		

			$503,064.30	
				
		Grand Total	$2,618,353.34	

IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 143
11/4/2022		
Item		Invoice	General	Fiscal	
No.	Vendor	Number	Fund	Year	

1	
Manatee County Utilities Department				
	11510 Little River Way; Service 09/19/2022 - 09/30/2022	Acct: 312296-162425	$	241.00	FY 2022	
	8905 Grand River Parkway	Acct: 312296-164615	$	39.21	FY 2022	
	11539 Little River Way	Acct: 312296-164711	$	80.60	FY 2022	
	8475 Fort Hamer Road	Acct: 338845-169394	$	135.18	FY 2022	
	11706 Sawyer Lane	Acct: 338845-169395	$	80.16	FY 2022	
	8414 Arrow Creek Drive ; Service 09/19/2022 - 09/30/2022	Acct: 312296-170584	$	53.60	FY 2022	
2	Peace River Electric Cooperative				
	11510 Little River Way; Service 09/17/2022 - 09/30/2022	Acct: 168751001	$	557.11	FY 2022	
	Grand River Pkwy; Service 09/17/2022 - 09/30/2022	Acct: 168751003	$	683.84	FY 2022	
	11539 Little River Way; Service 09/17/2022 - 09/30/2022	Acct: 168751004	$	13.81	FY 2022	
	8905 Grand River Pkwy; Service 09/17/2022 - 09/30/2022	Acct: 168751005	$	23.19	FY 2022	
	Lot Decorative Lights; Service 09/17/2022 - 09/30/2022	Acct: 168751007	$	524.30	FY 2022	
	8410 Arrow Creek Dr ; Service 09/17/2022 - 09/30/2022	Acct: 168751008	$	22.49	FY 2022	
	11705 Sawyer Ln; Service 09/17/2022 - 09/30/2022	Acct: 168751009	$	24.49	FY 2022	
	8404 Canyon Creek Tri; Service 09/17/2022 - 09/30/2022	Acct: 168751011	$	30.10	FY 2022	
	11712 Moccasin Wallow Rd; Service 09/17/2022 - 09/30/2022	Acct: 168751013	$	35.47	FY 2022	
	11750 Little River Way; Service 09/17/2022 - 09/30/2022	Acct: 168751014	$	14.81	FY 2022	
	8414 Arrow Creek Dr; Service 09/17/2022 - 09/30/2022	Acct: 168751015	$	321.53	FY 2022	
	8010 Ft Hamer Rd; Service 09/17/2022- 09/30/2022	Acct: 168751016	$	19.65	FY 2022	
	Grande Reserve Ph1A-2 Lot Lights; Service 09/17/2022 - 09/30/2022	Acct: 168751017	$	345.30	FY 2022	
	Morgan's Glen Decorative Lights PH 1; Service 09/17/2022 - 09/30/2022	Acct: 168751020	$	1,114.39	FY 2022	
	Decorative Lighting NRR Ph1D East; Service 09/17/2022 - 09/30/2022	Acct: 168751023	$	361.00	FY 2022	
	Decorative Lighting NRR Ph1B2 ; Service 09/17/2022 - 09/30/2022	Acct: 168751024	$	627.83	FY 2022	
3	Stantec Consulting Services
Engineering Services Through 09/30/2022	
1990603	
$	2,635.50	

FY 2022	
4	Sunrise Landscape				
	May Landscaping Maintenance	5646	$ 27,264.29	FY 2022	
	Hurricane Ian Cleanup - Stake Fallen Trees	7836	$	5,500.00	FY 2022	
	Hurricane Ian Cleanup - Stake Fallen Trees	7837	$ 11,000.00	FY 2022	
	Hurricane Ian Cleanup - Stake Fallen Trees	7838	$	5,500.00	FY 2022	
5	Wrathell, Hunt & Associates
FedEx Reimbursement	
2021-2033	
$	15.06	

FY 2022	
	FedEx Reimbursement	2021-2062	$	46.86	FY 2022	
	FedEx Reimbursement	2021-2070	$	15.32	FY 2022	
	FedEx Reimbursement	2021-2086	$	32.31	FY 2022	

TOTAL	$	57,358.40

//	

Secretary/ Assistant Secretary	Board Member

North River Ranch ISO

IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 144
11/4/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

BRIGHTWOOD

1	Sunrise Landscape		
Phase 18 Pay Application #4 Through 08/31/2022	75753	$	14,741.10	FY2022	
Brightwood Sod Pay Application #2 Through 09/30/2022		$	256.80	FY 2022	
2	Booth Design Group				
Main Amenity Design Services	3366	$	7,425.00	FY2023	

Total - PAYABLE TO NORTH RIVER RANCH ISD	$	22,422.90

//	
Secretary I Assistant Secretary	Board Member

North River Ranch ISD

Funding Request No. 145 11/4/2022
Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

FORT HAMER

Clearview Land Design		
Fort Hamer Road 2nd Extension Services Through 10/14/2022	22-02763	$	1,500.00	  FY2023		
2	Kompan					
Fort Hamer Road Fitness Equipment	INV113171	$  39,720.86	  FY2023		
3	Sunrise Landscape					
Fort Hamer Rd Ext Ph 1 Pay Application #4 Through 08/31/2022	75756	$ 101,971.80	FY2022		
Fort Hamer Rd Segment A Pay Application #5 Through 08/31/2022	75755	$  74,896.88	FY 2022		
Fort Hamer Rd Segment A Pay Application "#6 Through 09/30/2022		$	3,788.13	FY 2022		
4	WillScot					
60x12 Mobile Office Rental 10/26/2022 - 11/22/2022	9015692858	$	1,142.15	  FY2023		
5	Woodruff & Sons					
Fort Hamer Rd 2nd Extension Pay Application #5 Through 09/30/2022	2763-5	$ 133,561.46	FY 2022	

Total - PAYABLE TO NORTH RIVER RANCH ISD	$ 356,581.28		
$ 314,218.27		

$  42,363.01

//
Secretary I Assistant Secretary	Board Member

North River Ranch !SD
c/o PFM Group Consulting 3501 Quadrangle Blvd. Ste. 270
Ortando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1

Funding Request No. 146
11/4/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

FORTRESS AMENITY

Clearview Land Design		
Fortress Amenity Site Design & Permitting Services Through 10/14/2022	22-02760	$	2,945.00	FY2023	
Fortress Amenity Center Site Mass Grade Services Through 10/14/2022	22-02761	$	310.00	FY2023	

Total -PAYABLE TO NORTH RIVER RANCH ISO	$	3,255.00

3,255.00

 //	 	
Secretary / Assistant Secretary	Board Member

North River Ranch ISO
c/o PFM Group Consulting 3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723--5925	Page 1 of 1

Funding Request No. 147
11/4/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

MORGAN'S GLEN

1	Dewberry Engineers		
Phases 1C & 28 Services Through 09/30/2022	2189170	$	3,650.00	FY 2022		
2	Kompan				
Riverfield Townhomes Blow-in Mulch Installation	INV113273	$	4,590.61	  FY2023		
3	Sunrise Landscape				
MG Townhomes Pay Application #6 Through 08/31/2022	$ 142,916.40	FY 2022		
MG Townhomes Pay Application #7 Through 09/30/2022	$	23,705.33	FY 2022		
4	Woodruff & Sons
Phases 1C & 28 Pay Application #8 Through 09/30/2022	2758-8	
$ 127,766.25	

FY 2022		

Total - PAYABLE TO NORTH RIVER RANCH ISO	
$ 302,628.59			
	$ 298,037.98			
	$	4,590.61			

 1/					
Secretary I Assistant Secretary	Board Member				

North River Ranch ISO
c/o PFM Group Consulting
3501 Quadrangle Blvd. Ste. 270
Onando, FL 32817

IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 148
11/4/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

PHASE 3

1	Booth Design Group
Phases 3A & 38 Services	3365	$	2,586.98	FY2023

Total - PAYABLE TO NORTH RIVER RANCH ISO	$	2,586.98

$	FY 2022
$	2,586.98	EY Q23

//			
Secretary/ Assistant Secretary	Board Member

North River Ranch ISO
c/o PFM Group Consulting
3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817

Funding Request No. 149
11/4/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

RECEIVED

PHASE4

1	Clearview Land Design		
Wildleaf Phase 4 Services Through 10/14/2022	22-02759	$	4,190.00	FY2023	
NRR Phase 4-C2 Services Through 10/14/2022	22-02762	$	9,495.00	FY2023	
NRR Phase 4-F Services Through 10/14/2022	22-02764	$	56,022.50	FY2023	
NRR Phase 4-C1 Services Through 10/14/2022	22-02765	$	5,625.00	FY2023	
NRR Phase 4-C1 Services Through 10/14/2022	22-02766	$	5,625.00	  FY2023	

2	RIPA & Associates				
NRR Phase 48 Pay Application #8 Through 10/31/2022		$ 207,623.69	FY2023	
NRR Phases 4A & 48 Pay Application #17 Through 09/30/2022		$  99,003.65	FY 2022	
NRR Phases 4A & 48 Pay Application #18 Through 10/31/2022		$	23,114.29	FY 2023	

Total -PAYABLE TO NORTH RIVER RANCH ISO	$ 410,699.13

$	99,003.65
$ 311,695.48

 	
Secretary I Assistant Secretary	Board Member

North River Ranch ISO
c/o PFM Group Consulting
3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723-5925	Page 1 of 1

Item
No.	Vendor

Invoice Number

General Fund

Fiscal Year

1	U.S. Bank
FY 2022 Series 201911;1-.li.2 Trusfee Fees 0770172022 - 09/30/2022	6606095	$	2,123.13	FY 2022

TOTAL	$	2,123.13

Secretary I Assistant Secretary	Board Member

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

FORT HAMER

1	Mike Armstrong Landscaping		
Fort Hamer Rd Extension Pay Application 4 Through 11/10/2022

2	Terracon Consultants		$ 178,293.00	FY 2023	
Fort Ramer - Bella [ago fa Roaa FF Services Tfirougfi 1072272022	TR59179	$  12,995.00	FY 2023	

Total --PAYABLE TO NORTH RIVER RANCH 15D	$ 191,288.00

$	-	FY 2022

Secretary / Assistant Secretary	Board Member

$ 191,288.00

FY 2023

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723--5925	Page 1 of 11

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

PHASE 4

Mike Armstrong Landscaping
NRR Phases 4A & 4B Pay Application 4 Through 10/10/2022

Driggers Engineering Services
Phase 4B Materials Testing Through 10/28/2022	SAL16183

$	59,181.30

$	9,312.00

FY 2022

FY 2023

Total -- PAYABLE TO NORTH RIVER RANCH ISD	$	68,493.30

59,181.30	FY 2022
9,312.00	FY 2023

Secretary I Assistant Secretary	Board Member

North River Ranch ISO c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1

Item
No.	
Vendor	Invoice
Number	General
Fund	Fiscal
Year	

1	
Ballenger Irrigation
Irrigation Consulting 415 July, August, September	

222231	

$	2,250.00	

FY2022	
2	BCI Entities, LLC
Irrigation Consulting for 3 months	
221235	
$	6,570.00	

FY2022	

TOTAL

$	8,820.00

1/

Secretary I Assistant Secretary	Board Member

North River Ranch ISD c/o PFM Group Consulting
3501 Quadrangle Blvd. Ste. 270

RECEIVED

Orlando, FL 32817

PNORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 154
11/18/2022

Item	Invoice	General	Fiscall
No.	Vendor	Number	Fund	Year	
1	Eco--Logic Services
September Maintenance (Riverfield)	
2250	
$  1,200.00	

FY 2022	
2	Envera				
7\ugusl Riverfiela Viaeo Monitoring	7 7276	$	300.0-0	FY 2022	
September Riverfield Video Monitoring	718290	$	350.00	FY 2022	
TOTAL	$	1,900.00		

Secretary I Assistant Secretary	Board Member

North River Ranch IS□

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 155
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

CAMP CREEK TRAIL

1	Stantec Consulting Services
Engineering Services Through 11/04/2022	2001829	$	3,250.00	FY 2023

Total -- PAYABLE TO NORTH RIVER RANCH 15D	$	3,250.00

$
$

3,250.00	I FY 2023

-

FY 2022

 !/	.,.._,,
Secretary I Assistant Secretary

North River Ranch ISO

P

NORTH RIVER RANCH IMPROVEMENT STEWARDSHIP DISTRICT

Funding Request No. 156
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

DOG PARK

1	Dewberry Engineers
Engineering Services Through 10/28/2022	2202249	$	4,500.00	FY 2023

Total -- PAYABLE TO NORTH RIVER RANCH ISD	$	4,500.00

$
$

-
4,500.00

FY 2022
r FY 2023

Secretary I Assistant Secretary

.				
Board Member 

North River Ranch IS□

Funding Request No. 157
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

FORT HAMER

Clearview Land Design
Fort Hamer Road 2nd Extension Services Through 11/11/2022

Woodruff & Sons
Fort Hamer Rd 2nd Extension Pay Application #6 Through 10/31/2022

22-02999

2763-6

$	1,500.00

$ 579,845.55

FY 2023

FY 2023

Total-· PAYABLE TO NORTH RIVER RANCH ISD	$ 581,345.55

Secretary / Assistant Secretary	Board Member

$

-

$ 581,345.55

FY 2022
FY 2023

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1

Funding Request No. 158
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

FORTRESS

Clearview Land Design
Fortress Phases 4C & 4D Design & Permitting Services Through 11/11/2022 Fortress Amenity Site Design & Permitting Services Tnrougn 1rn17Z0-Z2

22-02996
22-02997

$	775.00
$	390_0-o

FY2023 FY2023

Total -- PAYABLE TO NORTH RIVER RANCH ISD	$	1,165.00

$	-	FY2022

Secretary I Assistant Secretary	Board Member

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com // (407) 723--5925	Page 1 of 1

$	1,165.00

_,r-J

FY2023

Funding Request No. 159
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

MORGAN'S GLEN

1	Steadfast Contractors Alliance
Greenbelt Buffer Landscaping and Irrigation Playground Landscaping

SCA-12340F
SCA-i2967

$	28,172.80
$	68,698.98

FY 2022
FY 2023

Total-· PAYABLE TO NORTH RIVER RANCH ISO	$	96,871.78

Secretary I Assistant Secretary	Board Member

28,172.80
68,698.98

FY 2022
FY 2023

North River Ranch ISO c/o PFM Group Consultingg
3501 Quadrangle Blvd. Ste. 270

RECEIVED

Orlando, FL 32817
LaneA@pfm.com II (407) 723--5925	Page 1 of 11

Funding Request No. 160
11/18/2022

Item
No.	Vendor

Invoice Number

Construction Fund

Fiscal Year

PHASE4

1	Clearview Land Design		
RR Pfiase 4-C2 Services Tfirougfi 1rn172022	22-02998	$	210.00	FY 2023	
NRR Phase 4-F Services Through 11/11/2022	22-03000	$	53,005.00	FY 2023	
NRR Phase 4-C1 Services Through 11/11/2022	22-03001	$	1,875.00	FY 2023	
NRR Phase 4-C1 Services Through 11/11/2022	22-03002	$	1,875.00	  FY 2023	

2	RIPA & Associates			

RR Pfiase 4-C1 Pay J\pplicafion 1 Tfirougfi 1073172022		$ 433,543.30	  FY 2023	
3	Stone Age Concrete Games				
Wiloleaf Ou@oor Games ana J\ccessories	1287	$	12,556.00	FY 2022	

Total-- PAYABLE TO NORTH RIVER RANCH I5D	$ 503,064.30

Secretary I Assistant Secretary

$	12,556.00	FY 2022
FY 2023

North River Ranch ISD c/o PFM Group Consulting

RECEIVED

3501 Quadrangle Blvd. Ste. 270
Orlando, FL 32817
LaneA@pfm.com II (407) 723-5925	Page 1 of 1