Cypress Bluff
Community Development District

August 1, 2018

AGENDA

Cypress Bluff
Community Development District
Agenda
This meeting is a continuation of the organizational meeting held on July 11, 2018

Wednesday	Duval County Southeast Regional Library August 1, 2018		10599 Deerwood Park Boulevard
1:30 p.m.	Jacksonville, Florida 32256
Call In # 1-888-850-4523 Code 322827

Call to Order

Public Comment

Consideration of Administrative Resolutions
Ratification of Resolution 2018-02, Appointing District Manager
District Management Agreement

Designate Local District Records Office, Resolution 2018-05

Designation of Meeting and Hearing Date Resolutions
Designate Regular Meeting Dates, Time and Location, Resolution 2018-15

Consideration of Resolution 2018-17, Approving the Proposed Budget for FY 2019 for Submission to the County and Set Date, Time, Place for Public Hearings
Consideration of Funding Agreement for FY 2019

Resolutions Relating to Banking
Select District Depository, Resolution 2018-20

Authorize Bank Account Signatories, Resolution 2018-21

Consideration of Bond Issuance Matters
Ratification of Selection of Assessment Methodology Consultant

Ratification of Selection of Trustee

Consideration of Engineer’s Report

Consideration of Assessment Methodology

Consideration of Resolution 2018-25, Declaring Special Assessments

Consideration of Resolution 2018-26, Setting Public Hearing Date

Consideration of Resolution 2018-27, Authorizing the Issuance of Bonds, Approving the Form of an Indenture, and Authorizing the Commencement of Validation Proceedings

Consideration of Responses to RFQ
Engineering Services

Architectural Services

Consideration of Resolution 2018-29, Resetting the Date, Time and Location for the Landowners’ Meeting

Consideration of Project Funding Agreement

Staff Reports
District Counsel

Interim Engineer

District Manager

Supervisor’s Requests and Audience Comments

Next Scheduled Meeting – September 25, 2018 at 1:00 p.m. at the Duval County Southeast Regional Library

Adjournment

THIRD ORDER OF BUSINESS

A.

RESOLUTION 2018-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT APPOINTING AND FIXING THE COMPENSATION OF THE DISTRICT MANAGER; APPOINTING AN ASSESSMENT ADVISOR IN CONTEMPLATION OF THE ISSUANCE OF SPECIAL ASSESSMENT BONDS; APPOINTING A DESIGNATED INVESTMENT REPRESENTATIVE TO ADMINISTER INVESTMENT DIRECTION WITH REGARD TO DISTRICT FUNDS; AND PROVIDING AN EFFECTIVE DATE

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

WHEREAS, the Board of Supervisors of the District (hereinafter the “Board”) must employ and fix compensation of a District Manager; and

WHEREAS, the Board desires to appoint an Assessment Advisor to advise regarding the proposed issuance of special assessment bonds and other financing methods for District improvements; and

WHEREAS, the Board desires to appoint an Investment Representative to direct and advise on the investment of District funds including, but not limited to directing the assigned Trustee; to invest District funds consistent with any and all Indentures and to maximize return; and

WHEREAS, the Board has determined that the appointment of an Assessment Advisor and Investment Representative is necessary; and

WHEREAS, the Board desires to appoint a District Manager, Assessment Advisor and Investment Representative and to provide compensation for their services.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT:

Section 1. Governmental Management Services, LLC is appointed as District Manager, Assessment Advisor, and Designated Investment Representative and shall be compensated for their services in such capacity in the manner prescribed in the agreement incorporated herein by reference as Exhibit A.

Section 2. This authorization shall be continuing in nature until revoked by the District.

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

PASSED AND ADOPTED this 1st day of August, 2018.

ATTEST:	CYPRESS BLUFF
COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman

1.

AGREEMENT FOR DISTRICT MANAGEMENT SERVICES BETWEEN CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT
AND GOVERNMENTAL MANAGEMENT SERVICES, LLC

Date of Agreement: July 11 , 2018 .

Between:	Governmental Management Services, LLC
1001 Bradford Way
Kingston, Tennessee 37763

(Hereinafter referred to as “Manager”);

And:	Cypress Bluff Community Development District
A unit of special purpose local government located in Duval County, Florida

(Hereinafter referred to as “District”).

SERVICES OF DISTRICT MANAGER

This engagement is for the Manager to provide District Management Services for the District. The duties and responsibilities included in the Base Service Contract as District Management Services include, but are not limited to the following:

Management Services

Attend, record and conduct all regularly scheduled Board of Supervisors’ Meetings including landowners meetings, continued meetings and workshops
Present	the	District’s	annual	budget	in	accordance	with	Chapter	190, Florida Statutes
Ensure District is in compliance with administrative and financial reporting for Community Development Districts
Correspond and communicate with Board of Supervisors and Staff to respond to the various needs of the District and Community
Review and approve agendas for circulation to the Board of Supervisors
Review and approve annual budget, annual audit, monthly disbursements
Review annual insurance policy to ensure District maintains proper insurance coverage

Administrative Services

Provide minutes for all Board of Supervisors’ Meetings including landowners meetings
Prepare agenda packages for transmittal to Board of Supervisors and staff 7 days prior to Board of Supervisors’ Meeting
Ensure compliance with all administrative statutes affecting the District, which includes but not limited to:
-Publish and circulate annual meeting notice
-Report annually the number of registered voters in the District by June 1, of each year
-Maintain “Record of Proceedings” for the District within the County the District is located which includes meeting minutes, agreements, resolutions and other required records
-Properly notice public meetings in accordance with the appropriate Florida Statutes in the newspaper of general circulation of the District

Accounting and Financial Reporting Services

Establish Governmental Fund Accounting System in accordance with the Uniform Accounting System prescribed by the Florida Department of Financial Services for Government Accounting. This system includes preparing monthly balance sheet, income statement(s) with budget to actual variances
Prepare accounts payable and present to Board of Supervisors for approval or ratification
Prepare annual budget for review and approval by the Board of Supervisors
Transmit proposed budget to local governing authorities 60 days prior to adoption
Prepare year-end adjusting journal entries in preparation for annual audit by Independent Certified Public Accounting Firm
Maintain checking accounts with qualified public depository selected by the Board of Supervisors
Ensure compliance with financial and accounting statutes affecting the District which include but are not limited to:
Complete annual financial audit report within 9 months after the fiscal year end
Circulate annual financial audit report and annual financial report to appropriate governmental agencies
Prepare annual public depositor report
Oversee and implement bond issue related compliance, i.e., coordination of annual arbitrage report, transmittal of annual audit and budget to the trustee, transmittal of annual audit to bond holders and underwriters, annual/quarterly disclosure reporting, etc.
Transmit Public Facilities Report to the appropriate agencies
Bind necessary insurance for the District, which includes liability, property, workers’ compensation, etc.

Other Services: Maintenance Contract Administration

Provide maintenance contract administration for swimming pool, landscape and lake maintenance contracts to ensure contractors are providing services in accordance with contracts approved by the Board of Supervisors
Provide services for reservation of District facilities and maintenance of recreation access system
Respond to inquiries by residents and others regarding maintenance program
Other services as required by the Board of Supervisors to ensure satisfactory operation of the District.

FEES AND TERM OF SERVICES

All services will be completed on a timely basis in accordance with the District needs and statutory requirements.

The District agrees to compensate the Manager in accordance with the fee schedule set forth in the attached Exhibit A. Payment for these services shall be payable in equal monthly installments at the beginning of each month, and may be amended annually as evidenced by the budget approved by the Board.

In addition, the District agrees to reimburse the Manager for expenses incurred as part of performing the duties and responsibilities outlined in this contract. These expenses include, but are not limited to: travel, reproduction, printing and binding, long distance telephone, facsimile transmission, postage and express mail, legal advertising and supplies, computer time. All expenses shall be at the cost incurred by Manager, and in all cases shall be consistent with the provisions of Chapter 112, F.S., to the extent applicable.

This agreement shall automatically renew each Fiscal Year of the District, unless otherwise terminated by either party. The District will consider price adjustments each twelve
month period to compensate for market conditions and the planned workload of the District to be performed during the next twelve (12) month period. Evidence of price or fee  adjustments will be approved by the Board in its adopted or amended Fiscal Year Budget.

DISTRICT RESPONSIBILITIES

The District shall provide for the timely services of its legal counsel, engineer and any other consultants, contractors or employees, as required, for the Manager to perform the duties outlined in this Contract. Expenses incurred in providing this support shall be the sole responsibility of the District.

In addition, the District shall provide office space at the District’s recreational facilities to the Manager to assist in the start up and opening of the District’s recreational facilities at no cost to the Manager.

TERMINATION OF THIS CONTRACT

This Contract may be terminated as follows:

By the District for “good cause,” which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the Manager which termination may be immediate; or

By the Manager or District, for any reason, upon 60 days written notice.

In the event this Contract is terminated in either manner above stated, the Manager will make all reasonable effort to provide for an orderly transfer of the books and records of the District to the District or its designee.

GENERAL TERMS AND CONDITIONS

All invoices are due and payable when received.

This Contract shall be interpreted in accordance with and shall be governed by the laws of the State of Florida.

In the event that any provision of this contract shall be determined to be unenforceable or invalid by a court such unenforceability or invalidity shall not affect the remaining provisions of the Contract, which shall remain in full force and effect.

The rights and obligations of the District as defined by this Contract shall inure to the benefit of and shall be binding upon the successors and assigns of the District. There shall be no assignment of this Contract by the Manager, without the approval of the District.

The Manager agrees to pay, discharge, defend (if required by the District), indemnify and hold the District and its supervisors, agents, employees, representatives, successors and assigns harmless from and against any and all demands, claims, causes of action, proceedings, obligations, settlements, liabilities, damages, injunctions, penalties, liens, losses, charges and expenses of every kind or nature (including, without limitation, reasonable fees of attorneys and other professionals retained by the District in the event Manager fails to retain counsel to represent the District, its supervisors, agents, employees, representatives, successors and assigns, who is reasonably acceptable to the District), incurred by the District or its supervisors, agents, employees, representatives, successors and assigns arising out of or in connection with: (i) any management services to be provided by the Manager pursuant to this Contract; (ii) any failure by Manager to perform any of its obligations under this agreement; (iii) any accident, injury or damage to property or persons, if caused by the acts or omissions of Manager or Managers officers, partners, employees, contractors, subcontractors, invitees, representatives, or agents; (iv) any and all accidents or damage that may occur in connection with Managers or Manager’s officers, employees, contractors, subcontractors, invitees, representatives, or agents use of the District property; (v) any failure of Manager or Manager’s officers, employees, contractors, subcontractors, invitees, representatives, or agents to comply with any applicable codes, laws, ordinances, or governmental requirements, agreements, approvals, or permits affecting District property. The

provisions of this paragraph shall survive the expiration or sooner termination of this Contract.

Nothing contained in this Contract shall be deemed as a waiver of immunity or limits of liability of the District beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes or other statute, and nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Any amendment or change to this Contract shall be in writing and executed by all parties.

NOTICES

All notices required in this Agreement shall be sent by certified mail, return receipt requested, or express mail with proof of receipt. If sent to the District, notice shall be to:

Cypress Bluff Community Development District 475 West Town Place Suite 114
St. Augustine, Florida 32092 Attn: Chairperson

With a copy to:	Katie Buchanan
Hopping Green & Sams, P.A. 119 South Monroe Street, Ste 300
Tallahassee, Florida 32301 If notice is sent to Manager, it shall be sent to:
Governmental Management Services, LLC 1001 Bradford Way
Kingston, Tennessee 37763 Attn: Darrin Mossing

This Contract shall represent the entire agreement between the Manager and the  District. Both Manager and District understand and agree with the terms and conditions as set forth herein.

Approved by:

Board of Supervisors Cypress Bluff
Community Development District

By:  	

Witness	Chairman

Governmental Management Services, LLC.

Witness	James A. Perry, Managing Director

Exhibit A
DISTRICT MANAGEMENT FEE SCHEDULE
July 20018

Base Services Contract

Management Services, Financial and Accounting Services, Administrative Services Annual Fee	$ 45,000	(plus reimbursables)

Other Services*

Annual Assessment Roll Administration Fee	$ 5,000
Bond Issuance Cost	$ 10,000 (per bond issue)
Assessment Methodology	$ 10,000
Annual Construction Accounting	$ 4,000
	Public Records Request	$60-175/hr (depends on staff)
Bankruptcy/foreclosure proceeding	$60-$200/hr (depends on staff)
Estoppel letters for landowners, billed to owner $75 each
SERC preparation/attendance at hearings	$ 3,500
Maintenance Administration Services – Cost dependent upon scope of work

B.

RESOLUTION 2018-05

A RESOLUTION BY THE BOARD OF SUPERVISORS OF THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT DESIGNATING THE LOCATION OF THE LOCAL DISTRICT RECORDS OFFICE AND PROVIDING AN EFFECTIVE DATE

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

WHEREAS, District records are available for public review and inspection at
 	; and

WHEREAS, the District is statutorily required to designate a local district records office location for the purposes of affording citizens the ability to access the District’s records, promoting the disclosure of matters undertaken by the District, and ensuring that the public is informed of the activities of the District in accordance with Section 190.006(7), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT:

The District’s local records office shall be located at
 	.

This Resolution shall take effect immediately upon adoption.

PASSED AND ADOPTED THIS 1st DAY OF AUGUST, 2018.

ATTEST:		CYPRESS	BLUFF DEVELOPMENT DISTRICT	COMMUNITY	
Secretary/Assistant Secretary		Chairman		

FOURTH ORDER OF BUSINESS

A.

RESOLUTION 2018-15

A RESOLUTION OF THE BOARD OF SUPERVISORS OF CYPRESS BLUFF DEVELOPMENT DISTRICT DESIGNATING DATES, TIME AND LOCATION FOR REGULAR MEETINGS OF THE BOARD OF SUPERVISORS AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, the District’s Board of Supervisors (hereinafter the “Board”), is statutorily authorized to exercise the powers granted to the District, but has not heretofore met; and

WHEREAS, all meetings of the Board shall be open to the public and governed by the provisions of Chapter 286, Florida Statutes; and

WHEREAS, the District is required by Florida law to prepare an annual schedule of its regular public meetings which designates the date, time, and location of the District’s meetings.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT THAT:

Section 1.  The annual public meeting schedule of the Board of Supervisors of  the  Cypress Bluff Community Development District for the Fiscal Year 2018 attached hereto and incorporated by reference herein as Exhibit A is hereby approved and will be published and filed in accordance with the requirements of Florida law.

Section 2. The District Manager is hereby directed to submit a copy of the Fiscal Year 2018 annual public meeting schedule to Duval County and the Department of Economic Opportunity.

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

PASSED AND ADOPTED this 1st day of August, 2018.

ATTEST:	CYPRESS BLUFF
COMMUNITY DEVELOPMENT
DISTRICT

Secretary/Assistant Secretary	Chairman

EXHIBIT A

BOARD OF SUPERVISORS MEETING DATES CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT
FISCAL YEAR 2018

All meetings will convene at 	_.m., at
 	 on the  	 of each month with exceptions noted below:

B.

RESOLUTION 2018-17

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT APPROVING THE PROPOSED BUDGET FOR FISCAL YEAR 2018/2019 AND SETTING A PUBLIC HEARING THEREON PURSUANT TO FLORIDA LAW AND PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, the Cypress Bluff Community Development District (the “District”) was established by Ordinance No. 2018-335-E, adopted by the City Council of the City of Jacksonville, Florida, effective as of June 29, 2018; and

WHEREAS, the District Manager has prepared and submitted to the Board of Supervisors of the Cypress Bluff Community Development District (the “Board”) the proposed budget for the Fiscal Year 2018/2019, which commences on October 1, 2018 and concludes September 30, 2019; and

WHEREAS, the Board has considered the proposed budget and desires to set the required public hearing thereon.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT:

PROPOSED BUDGET APPROVED. The proposed budget prepared by the District Manager for Fiscal Year 2018/2019 attached hereto as Exhibit A is hereby approved as the basis for conducting a public hearing to adopt said proposed budget.

SETTING A PUBLIC HEARING. A public hearing on said approved proposed budget is hereby declared and set for the following date, hour and location:

DATE:	 	, 2018

 	

HOUR:

 	

LOCATION:

TRANSMITTAL OF PROPOSED BUDGET TO LOCAL GENERAL PURPOSE GOVERNMENTS. The District Manager is hereby directed to submit a copy of  the Proposed Budget to the City of Jacksonville and Duval County at least 60 days prior to the hearing set above.

POSTING OF PROPOSED BUDGET. In accordance with Section 189.016, Florida Statutes, the District’s Secretary is further directed to post the approved Proposed Budget on the District’s website at least two (2) days before the budget hearing date as set forth in Section 2, and shall remain on the website for at least 45 days.

PUBLICATION OF NOTICE. Notice of this public hearing shall be published in the manner prescribed in Florida law.

SEVERABILITY. The invalidity or unenforceability of any one or more provisions of this Resolution shall not affect the validity or enforceability of the remaining portions of this Resolution, or any part thereof.

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

PASSED AND ADOPTED THIS 1st DAY OF AUGUST, 2018.

ATTEST:	CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

By: 	

Secretary	Its: 	

Exhibit A:	FY 2018/2019 proposed budget

Exhibit A
FY 2018/2019 proposed budget

[See attached]

Fiscal Year 2018 Approved Budget Fiscal Year 2019 Proposed Budget

Cypress Bluff Community Development District

August 1, 2018

Cypress Bluff
Community Development District

TABLE OF CONTENTS

General Fund
Budget	Page 1
Narrative	Page 2-3

Cypress Bluff
Community Development District

(1) Expenditures related to the issuance of Bonds.

(1)

	Approved		Proposed	
	  FY 2018 Budget 		  FY 2019 Budget 	
Revenues				
Developer Contributions	$48,150		$116,675	
Total Revenues	 	$48,150 		 	$116,675 	

Expenditures				
Administrative				
Engineering	$3,750		$15,000	
Arbitrage	$0		$600	
Dissemination Agent	$0		$3,500	
Attorney	$5,000		$20,000	
Annual Audit	$5,000		$5,000	
Trustee Fees	$0		$4,000	
Management Fees	$11,250		$45,000	
Construction Accounting	$0		$3,500	
Information Technology	$300		$1,200	
Telephone	$100		$300	
Postage	$375		$1,500	
Printing & Binding	$250		$1,000	
Insurance	$3,000		$5,800	
Legal Advertising	$3,500		$4,000	
Other Current Charges	$200		$600	
Office Supplies	$250		$1,000	
Dues, Licenses & Subscriptions	$175		$175	
Website design/compliance	$15,000		$4,500	
Total Expenditures	 	$48,150 		 	$116,675 	
Excess Revenues (Expenditures)	 	$0 		 	$0 	

(1)

(1)

Page 1

Cypress Bluff
Community Development District General Fund Budget
FY 2019

REVENUES:

Developer Contributions
The District will enter into a Funding Agreement with the Developer to fund the General Fund expenditures for the Fiscal Year.

EXPENDITURES:

Administrative:

Engineering Fees
The District’s engineering firm, England Thims, and Miller, will be providing general engineering services to the District, i.e. attendance and preparation for monthly board meetings, review invoices, etc.

Arbitrage
The District is required to annually have an arbitrage rebate calculation on all Bonds.

Dissemination Agent
The District is required by the Security and Exchange Commission to comply with Rule 15(c)(2)-­‐12(b)(5), which relates to additional reporting requirements for un-­‐rated bond issues.

Attorney
The District’s legal counsel, Hopping Green and Sams, will be providing general legal services to the District, i.e. attendance and preparation for monthly meetings, review operating & maintenance contracts, etc.

Annual Audit
The District is required annually to conduct an audit of its financial records by an Independent Certified Public Accounting Firm.

Trustee Fees
The amount represents the fee for the administration of the District’s bond issue.

Management Fees
The District receives Management, Accounting and Administrative services as part of a Management Agreement with Governmental Management Services, LLC. These services are further outlined in Exhibit “A” of the Management Agreement.

Construction Accounting
The District receives annual constriction account services as part of a Management Agreement with Governmental Management Services, LLC.

Information Technology
The cost related to District’s accounting and information systems.
Telephone
Telephone and fax machine.

Postage
Mailing of agenda packages, overnight deliveries, correspondence, etc.

Printing & Binding
Printing and Binding agenda packages for board meetings, printing of computerized checks, stationary, envelopes, etc.

Insurance
The District’s General Liability & Public Officials Liability Insurance policy is with Florida Insurance Alliance (FIA). The amount is based upon prior year’s premiums.

Legal Advertising
The District is required to advertise various notices for Board meetings, public hearings etc. in a newspaper of general circulation.

Other Current Charges
This includes bank charges and any other miscellaneous expenses that are incurred during the year by the District.

Office Supplies
Miscellaneous office supplies.

Dues, Licenses & Subscriptions
The District is required to pay an annual fee to the Department of Community Affairs for $175. This is the only expense under this category for the District.

Website Design/Compliance
Cost related to District website creation and maintenance, electronic compliance with Florida Statutes and other electronic data requirements.

1.

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2018-2019 BUDGET FUNDING AGREEMENT

THIS AGREEMENT (this “Agreement”) is made and entered into this 11th day of July, 2018, by and between:

Cypress Bluff Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, with a mailing address of 475 West Town Place, Suite 114, St. Augustine, Florida 32092 (the "District"), and

 	

address of

,	a	Florida

with	an (“Developer”).

Recitals

WHEREAS, the District was established by Ordinance No. 2018-335-E of the City of Jacksonville City Council, effective June 29, 2018, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, 	presently owns and/or is developing the
majority of all real property described in Exhibit A, attached hereto and incorporated herein by reference (“Property”) within the District, which Property will benefit from the timely construction and acquisition of the District's facilities, activities and services and from the continued operations of the District; and

WHEREAS, the District is adopting its general fund budget for the remainder of fiscal year 2018-2019, which fiscal year 2017-2018 commences on October 1, 2018, and concludes
on September 30, 2019 (“Budget”); and

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

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

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

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

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

WHEREAS, Developer and the District desire to secure such budget funding through the imposition of a continuing lien against the Property described in Exhibit A and otherwise as provided herein.

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

The recitals stated above are true and correct and by this reference is incorporated herein as a material part of this Agreement.

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

District shall have the right to file a continuing lien upon the Property described in Exhibit A for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys’ fees, paralegals’ fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement of this lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District’s lien. The lien shall be effective as of the execution of this Agreement. If Developer fails to pay  sums due according to the terms of this Agreement, at the District Manager’s direction, the District may bring an action at law against the record title holder to the Property to pay the amount due under this Agreement, or may foreclose the lien against the Property in any manner authorized by law. The District may partially release any filed lien for portions of the Property subject to a plat if and when Developer has demonstrated, in the District’s sole discretion, that such release will not materially impair the ability of the District to enforce the collection of funds hereunder.

This Section provides for alternative methods of collection. In the event Developer fails to make payments due to the District pursuant to this Agreement, and the District first provides Developer with written notice of the delinquency to the address identified in this Agreement and such delinquency is not cured within five (5) business days of the notice, then the District shall have the following remedies:

In the alternative or in addition to the collection method set forth in Paragraph 2 above, the District may enforce the collection of funds due under this Agreement by action against Developer in the appropriate judicial forum in and for Duval County, Florida. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the parties agree that the prevailing party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

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

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

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

This Agreement may be assigned, in whole or in part, by either party only upon the written consent of the other, which consent shall not be unreasonably withheld.

A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Paragraphs 3 and 4 above.

This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third-party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. In the event Developer sells or otherwise disposes of  its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the purchaser agree to be bound by the terms of this Agreement. In the event of such sale or disposition, Developer may place into escrow an amount equal to the then unfunded portion of the applicable adopted Budget to fund any budgeted expenses that may arise during the remainder of the applicable fiscal year. Upon confirmation of the deposit of said funds into escrow, and evidence of an assignment to, and assumption by the purchaser, of this Agreement, Developer’s obligation under this Agreement shall be deemed fulfilled and this Agreement terminated. Developer shall give 90 days prior written notice to the District under this Agreement of any such sale or disposition.

This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. The parties agree and consent to, for the purposes of venue, the jurisdiction of the courts of Duval County, Florida.

This Agreement has been negotiated fully between the parties as an arm's length transaction. The parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the parties are each deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party.

This Agreement shall be effective after execution by both parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.

[Remainder of page left intentionally blank]

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

Attest:

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

 	

Secretary/Assistant Secretary

By:	 Its:  		

Witness

By:	 Its:  		

Exhibit A: Property Description
Exhibit B: Fiscal Year 2018-2019 General Fund Budget

Exhibit A Property Description

Exhibit B
FY2018-2019 General Fund Budget

[see attached]

FIFTH ORDER OF BUSINESS

A.

RESOLUTION 2018-20

A RESOLUTION OF THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A PUBLIC DEPOSITORY FOR FUNDS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, the District’s Board of Supervisors (hereinafter the “Board”), is statutorily authorized to select a depository as defined in Section 280.02, Florida Statutes, which meets all the requirements of Chapter 280 and has been designated by the State Chief Financial Officer as a qualified public depository; and

WHEREAS, the District has had no District revenues and has therefore made no public deposits nor has the District heretofore delegated to a Treasurer, or to any other person, responsibility for handling public deposits; and

WHEREAS, the District, prior to making any public deposit, is required to furnish to the State Chief Financial Officer its official name, address, federal employer identification number, and the name of the person or persons responsible for establishing accounts; and

WHEREAS, the Board, having organized by electing a Treasurer and other officers, is now in a position to select a public depository and to comply with the requirements for public depositors; and

WHEREAS, the Board wishes to designate a public depository for the funds of the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT THAT:

Section 1.	is hereby designated as the public depository for

funds of Cypress Bluff Community Development District.

Section 2.	In accordance with Section 280.17(2), Florida Statutes, the District’s Secretary is directed to take the following steps:

Ensure that the name of the District is on the account or certificate or other form provided to the District by the qualified public depository in a manner sufficient to identify that the account is a Florida public deposit.
Execute the form prescribed by the Chief Financial Officer for identification of each public deposit account and obtain acknowledgment of receipt on the form from the qualified public

depository at the time of opening the account.
Maintain the current public deposit identification and acknowledgment form as a valuable record.

Section 3. The District’s Treasurer, upon assuming responsibility for handling the funds of the District, is directed to furnish to the State Chief Financial Officer annually, not later than November 30 of each year, the information required in accordance with Section 280.17(6), Florida Statutes, and otherwise take the necessary steps to ensure that all other requirements of Section 280.17, Florida Statutes, have been met.

Section 4.	This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 1st day of August, 2018.

ATTEST:	CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman

B.

RESOLUTION 2018-21

A RESOLUTION OF THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT DESIGNATING THE AUTHORIZED SIGNATORIES FOR THE DISTRICT’S OPERATING BANK ACCOUNT(S), AND PROVIDING FOR AN EFFECTIVE DATE

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

WHEREAS, the Board of Supervisors of the District (hereinafter the “Board”) has selected a depository as defined in Section 280.02, Florida Statutes, which meets all the requirements of Chapter 280 and has been designated by the State Chief Financial Officer as a qualified public depository; and

WHEREAS, the Board desires now to authorize signatories for the operating bank account(s).

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT THAT:

Section 1. The Chairman, Vice Chairman, Secretary, Assistant Secretaries and Treasurer are hereby designated as authorized signatories for the operating bank account(s) of Cypress Bluff Community Development District.

Section 2.	This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 1st day of August, 2018.

ATTEST:	CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman

SIXTH ORDER OF BUSINESS

B.

Cypress Bluff Community Development District, Series 2018
Date: July 10, 2018

Presented By:

BNY Mellon Corporate Trust	
Fee Schedule for the following:

Trustee
Paying Agent
Registrar
Rebate Calculation Agent	

BNY Mellon Corporate Trust
Fee Schedule for Cypress Bluff Community Development District, Series 2018

Fee Schedule
Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company, N.A. (“BNYM” or “us” or “affiliates” or “subsidiaries”) in the roles as outlined within this Fee Schedule (this “Fee Schedule”), Cypress Bluff Community Development District (“Client”) shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable or accrue at the time of the execution of the governing documents (the “Transaction Documents”) in connection with the closing of the transaction (the “Transaction”) which is the subject of this Fee Schedule.

General Fees
Acceptance Fee	$1,500 Per Series	
The Transaction Acceptance Fee is payable at the time of the execution of the governing documents in connection with the closing of the transaction which is the subject of this Agreement (the “Transaction”), and compensates BNYM for the following: review of all supporting documents, initial establishment of the required accounts and Know Your Client checks.

Annual Trustee Fee	$4,000 First Series
$2,000 Each Additional Series	
An annual fee covering the duties and responsibilities related to account administration, which may include maintenance of accounts on various systems and the monitoring of issuer compliance. This fee is payable in advance for the year and shall not be prorated.

Annual Construction Fund Administration Fee	$2,000	
A charge covering the duties and responsibilities associated with the administration of a construction fund. This fee is payable annually, in advance, during the construction period only.

Activity Fees	If Applicable	
OTHER SERVICES/ACTIVITY CHARGES WILL BE CHARGED, IF APPLICABLE

Audit Confirmation	$100 per audit	
Trustee Reports/Statement	Included	
Disbursements (checks sent via overnight mail only)	$25 per check	

Online NEXEN System	Waived	
Charges for use and training of BNYM online system NEXEN.

Arbitrage Rebate	Quote to be provided at a later date	
Delivered by a highly experienced team of professionals, our arbitrage rebate compliance services are designed to help maximize allowable investment returns on your bond funds and minimize or eliminate your arbitrage liability. When BNYM is the trustee and/or paying agent for your tax-exempt bonds, we simplify the process and provide seamless arbitrage reporting and information.

BNY Mellon Corporate Trust
Fee Schedule for Cypress Bluff Community Development District, Series 2018

Investment Compensation

With respect to investments in money market mutual funds for which BNYM provides shareholder services, BNYM (or its affiliates) may receive fees from the mutual funds (or their affiliates) for shareholder services as set forth in the Authorization and Direction to Invest Cash Balances in Money Market Mutual Funds or other similar fees described in the fund prospectus.

Investment Agreement/Repurchase/Forward
Purchase Agreement	
If Applicable	
BNYM will assess a setup fee of $500 and an annual fee of $1,000 covering the review and negotiation of each investment agreement or repurchase agreement and ongoing administration of each agreement.
In addition, the fees and expenses of BNYM’s Counsel incurred in connection with the review and negotiation will be billed at the actual amount of fees and expenses charged by Counsel.

Counsel Fees - Internal	*Waived	
*If a legal opinion is to be provided by BNYM internal counsel, Client will be charged the amount of $1,500, and such amount will be payable upon the closing of the Transaction. In the event that the Transaction is terminated prior to closing, Client will remain responsible for charges for BNYM counsel time incurred up to and including the termination date.

Extraordinary Services/Miscellaneous Fees	At Cost	
The charges for performing extraordinary or other services not contemplated at the time of the execution of the Transaction Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may be charged in BNY Mellon’s sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are converted to certificated form, additional annual fees will be charged for any  applicable  tender  agent  and/or  registrar/paying  agent  services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at that time.

Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender processing, the preparation and distribution of sinking fund redemption notices, optional redemptions, failed remarketing processing, preparation of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees, transaction fees to settle third-party trades, and reconcilement fees to balance trust account balances to third-party investment provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses billed. FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket expenses and will be invoiced to the Client at cost.

Client agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent permitted by law.

Unless specifically listed in this Fee Schedule, the fees, expenses and disbursements of BNYM legal counsel are not included in the charges listed above.

BNY Mellon Corporate Trust
Fee Schedule for Cypress Bluff Community Development District, Series 2018

Negative Interest Rates – Charges
With respect to any funds invested by BNYM in connection with the Transaction, if: (i) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYM will give you prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge by BNYM may cause the effective interest rate applicable to your account or balance to be negative, notwithstanding that one or more of the rates set by third parties specified in clauses (i) and (ii) above may be positive.

Terms and Disclosures
General
BNYM’s final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all related documentation and standard Know Your Client procedures. In the event that this Transaction does not proceed with BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, Client will be responsible for payment of any external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the termination date.

Client shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the various bond or note issuances or other undertakings contemplated by this Fee Schedule.

The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to clients through its affiliates and subsidiaries located in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may
centralize in one or more affiliates and subsidiaries certain activities (the “Centralized Functions”), including audit, accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and the compilation and analysis of information and data regarding Client (which, for purposes of this provision, includes the name and business contact information for Client employees and representatives) and the accounts established pursuant to the Transaction Documents (“Client Information”) and (ii) use third party service providers to store, maintain and process Client Information (“Outsourced Functions”). Notwithstanding anything to the contrary contained elsewhere in this Fee Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions, Client consents to the disclosure of, and authorizes BNY Mellon to disclose, Client Information to (i) other members of the BNY Mellon Group (and their respective officers, directors and employees) and to (ii) third-party service providers (but solely in connection with Outsourced Functions) who are required to maintain the confidentiality of Client Information. In addition, the BNY Mellon Group may aggregate Client Information with other data collected and/or calculated by the BNY Mellon Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies Client Information with Client specifically. Client represents that it is authorized to consent to the foregoing and that the disclosure of Client Information in connection with the Centralized Functions and/or Outsourced Functions does not violate any relevant data protection legislation. Client also consents to the disclosure of Client Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group operates and otherwise as required by law.

Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes may be provided once the structure of the deal has been finalized. Annual Fees cover a period of one year and any portion thereof and are not subject to pro-ration. Fees may be subject to adjustment during the life of the engagement.

BNY Mellon Corporate Trust
Fee Schedule for Cypress Bluff Community Development District, Series 2018

Advance Fees
BNYM requires that Client agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the provision of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Client prior to your agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until such time as Client agrees to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable pursuant to this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the provision of any services.

Acceptance/Revocation of Offer
You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or (iii) instructing us or continuing to instruct us after receipt of this Fee Schedule. Upon the earlier to occur of (i), (ii) and (iii), the fees quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the Transaction does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any reason, a termination fee equal to BNYM’s Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-pocket expenses will apply.

Confidential Information
Except as otherwise provided by law, all information provided to Client by BNYM must remain confidential and may not be intentionally disclosed, reproduced, copied, published, or displayed in any form to any third party without BNYM’s prior written approval.

Client Notice Required By the USA Patriot Act
To help the U.S. government fight the funding of terrorism and money laundering activities, US Federal law requires all financial institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a relationship is established. When Client establishes a relationship with BNYM, we will ask Client to provide certain information (and documents) that will help us to identify Client. We will ask for your organization’s name, physical address, tax identification or other government registration number and other information that will help us identify Client. We may also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of organization.

The Cypress Bluff Community Development District hereby accepts and agrees to the fees and the terms and conditions set forth in this Fee Schedule.

By:	 		
Name:	 	 (Print name in full)	
Title:	 		
Date:	 		

C.

IMPROVEMENT PLAN

for the

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Prepared for

Board of Supervisors

Cypress Bluff Community Development District

Prepared by

England, Thims & Miller, Inc.
14775 St. Augustine Road Jacksonville, Florida 32258
904-642-8990
13-102-19	July 30, 2018

TABLE OF CONTENTS
Background	3 - 4
Cypress Bluff CDD Summary of Development (Table I)	3
MASTER INFRASTRUCTURE IMPROVEMENTS	5-10
Summary of Master Infrastructure Costs (Table II)	6
Master Infrastructure Improvements
E-Town Pkwy/R.G. Skinner Pkwy Utilities, Landscape, Hardscape, and Electric	7-8
Master Recreation Improvements	9
Basis of Cost Estimates	10
NEIGHBORHOOD INFRASTRUCTURE IMPROVEMENTS	11-15
Cypress Bluff CDD Neighborhood Infrastructure Improvements	12-13
Summary of Neighborhood Infrastructure Costs (Table III)	14
Basis of Cost Estimates	15
Appendix	16

BACKGROUND

The Cypress Bluff Community Development District (CDD) is a 1,249.7-acre residential development located in Duval County Florida. The authorized land uses within the Cypress  Bluff CDD may include conservation and residential development as well as open space and recreational amenities. The full development within the Cypress Bluff CDD boundary will include approximately the number of units listed in Table I. Currently Eastland Timber, LLC and ETown Development, Inc. owns all of the land  within the Cypress Bluff Community Development District (CDD).

TABLE I
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SUMMARY OF DEVELOPMENT

TYPE	Estimated Units	Estimated Areas	
			
Residential Development			
Single Family	1,520 units	447.5 acres	
Townhomes	0 units	0 acres	
Road Rights-of-Way	n/a	147.1 acres	
Parks and Recreation	n/a	39.7 acres	
Wetland/Open Space, Miscellaneous	n/a	615.4 acres	
TOTALS		1,249.7 acres	
(Note: Certain land uses may change provided that such changes are consistent with the land use)

To serve the residents of the Cypress Bluff Community Development District, the District has developed the following Improvement Plan to allow it to fund and construct certain utility, transportation and recreational facilities within the District. The Improvement Plan contained in this report reflects the present intentions of the Cypress Bluff Community Development District. The Improvement Plan may be modified in the future.

The Community Development District area may be served by the improvements listed in the “Summary of Master Infrastructure Costs” in Table II. These improvements include improvements associated with the roadway such as utilities, landscape and irrigation, hardscape, signage, electric, and lighting, as well as recreational facilities that are associated with the Community Development District and a multi-use path along E-Town Parkway/R.G. Skinner Parkway. In addition to the master infrastructure, there is additional neighborhood infrastructure that will benefit their respective neighborhoods and these costs are shown in Table III. A description and basis of costs for each improvement is included in the body of this report.

Improvements contemplated in this plan comply with requirements set forth in the City of Jacksonville land use and zoning regulations. All improvements will be located in Duval County.

Permitting for the improvements described in this plan is  ongoing. The delineation of jurisdictional wetlands for all land within the Cypress Bluff CDD has been surveyed, reviewed and approved by the St. Johns River Water Management District (SJRWMD). The SJRWMD has approved an Environmental Resource Permit #126414 to establish the jurisdictional wetlands, impacts, and overall mitigation plan. The U.S. Army Corps of Engineers (USACOE) has issued permit #SAJ-2012-00511.

The City of Jacksonville has issued permits for E-Town Parkway/R.G. Skinner Parkway under CDN 8902.000 and CDN 8902.001. The Florida Department of Environmental Protection (FDEP) has issued permits for the water and sewer mains under permit numbers 0159044.644- DSGP and 0011224-771-DWC respectively. Master utility improvements within this report have been designed consistent with an existing JEA utility service agreement for the development within Cypress Bluff CDD. There is a reasonable expectation that the permits for the balance of the CDD improvements are obtainable, however, all permits are subject to final engineering and permitting.

Cost estimates contained in this report are based upon year 2018 dollars, and have been prepared based on the best available information and in some cases without the benefit of final engineering design or environmental permitting. England, Thims & Miller, Inc. believes the enclosed estimates to be accurate based upon the available information, however, actual costs will vary based on planning, final engineering and approvals from regulatory agencies.

MASTER INFRASTRUCTURE IMPROVEMENTS

TABLE II
SUMMARY OF
MASTER INFRASTRUCTURE COSTS

Improvement Description	Estimated
Total CDD Cost	

E-Town Pkwy/R.G. Skinner Pkwy Utilities, Landscape, Hardscape, and Electric

Master Recreational Improvements	

$10,008,034

$7,728,000	

Total Master Infrastructure Costs	
$17,736,034	
(Notes: Cost estimates in this report are based upon 2018 dollars.)

E-TOWN PKWY/R.G. SKINNER PKWY IMPROVEMENTS

E-Town Parkway/R.G. Skinner Parkway is a collector road that will be extending north-south direction through the Cypress Bluff Community Development District boundary. E-Town Parkway will extend from the existing interchange at SR-9B to the existing R.G. Skinner Parkway terminus at Atlantic Coast High School, with the road name changing from E-Town Parkway to R.G. Skinner Parkway at the intersection just southerly of the existing R.G. Skinner Parkway terminus. There may also be a multi-use path along E-Town Parkway/R.G. Skinner Parkway. Roadway construction began early 2018 and is anticipated to be complete in 2019. The roadway Right-of-Way, survey, engineering, permitting, and construction costs of E-Town/R.G. Skinner Roadway will not be funded by the CDD. However, certain infrastructure within and adjacent to the E-Town Parkway/R.G. Skinner Parkway right of way may be funded, designed and constructed by the CDD. These improvements may include utilities, landscape and irrigation, hardscape and signage, electric and lighting, and future signalized intersections. Once completed, E-Town Parkway/R.G. Skinner Parkway will be owned and maintained by the City of Jacksonville.

Utilities

The entirety of the Cypress Bluff CDD will be provided with potable water, sanitary sewer, and reuse water services by the Jacksonville Electric Authority (JEA) utility system.

The Cypress Bluff CDD presently intends to fund and construct certain master utility facilities within and adjacent to the District boundary. These facilities include the transmission (trunk) water main and sewer main (forcemain). These mains are located within the right of way of E- Town Parkway/R.G. Skinner Parkway. There may also be gravity sewer crossings  installed under E-Town Parkway/R.G. Skinner Parkway to serve future neighborhoods that will share pump stations. The reuse transmission (trunk) main will also run along R.G. Skinner Parkway, however, will not be funded by the Cypress Bluff CDD. These improvements are depicted on Exhibit 5, pages 1-3.

To serve the development per the JEA utility service agreement, it is required to design and construct a booster pump station. The CDD may fund, design, and construct all or part of this booster pump station. The master utility improvements will be designed and constructed in accordance with JEA standards and will be owned and maintained by JEA upon dedication.

Landscape and Irrigation

The CDD may fund and construct the landscape, sod, planting, berm, irrigation and other decorative features along E-Town Parkway/R.G. Skinner Parkway. The irrigation system may include JEA reuse refill stations that will discharge into stormwater ponds adjacent to E-Town Parkway/R.G. Skinner Parkway and irrigation pump station that will pump from those ponds. The CDD may fund and construct landscape and irrigation costs along the entire length of E- Town Parkway/R.G. Skinner Parkway, including those areas outside of the CDD boundary.

Hardscape and Signage

The CDD may fund and construct hardscape features within and adjacent to the E-Town Parkway/R.G. Skinner Parkway right of way. Features may include, but are not limited to, signage and entry features, masonry walls, fencing, etc.

Electric and Lighting

The electric distribution system thru the Cypress Bluff CDD is currently planned to be underground. The CDD presently intends to fund and construct the electric conduit, transformer/cabinet pads, and electric manholes required by JEA electric. Electric facilities will be owned and maintained by JEA after dedication.

The CDD presently intends to fund the cost to purchase and install the roadway lighting along E- Town Parkway/R.G. Skinner Parkway. These lights will be owned, operated and maintained by the City of Jacksonville after dedication.

MASTER RECREATIONAL IMPROVEMENTS

MASTER AMENITY CENTER

The Cypress Bluff CDD presently intends to fund a master amenity center located near the middle of the Cypress Bluff CDD boundary. This amenity center is planned to be the largest within the Cypress Bluff CDD and may serve all of the neighborhoods within the CDD. The basic components of this facility may include, but is not limited to:

►	Clubhouse
►	Fitness equipment
►	Tennis Courts
►	Bathrooms and locker area
►	Pool(s)
►	Playground equipment
►	Barbeque grills and picnic tables
►	Parking
►	Landscape, irrigation, hardscape and lighting
►	Dog park
►	Tennis courts
►	Trails
►	Ball fields
►	Soccer fields

Individual neighborhoods may also choose to construct their own amenity center(s). Costs for these amenity centers are included in the “Neighborhood Infrastructure” section of this improvement plan.

BASIS OF COST ESTIMATES

The following is the basis for the master infrastructure cost estimates; actual project bid information was used where available:

Costs utilized for landscaping and signage were obtained from recent historical bids for similar work in this area and are not based on approved plans.

Signalization may be required as development occurs. Design and construction costs for one signalized intersection have been included.

Costs for underground electric conduit along R.G. Skinner Parkway have been included.

Costs for roadway lighting have been included.

Engineering fees are included in the estimate.

For the purposes of this report, a 15% contingency factor has been included for master infrastructure.

Cost estimates included in this report are based upon year 2018 dollars and have been prepared based upon the best available information. England, Thims & Miller, Inc. believes the enclosed estimates to be accurate based upon best available information, however, actual costs will vary based upon final engineering, planning and approvals from regulatory authorities.

NEIGHBORHOOD INFRASTRUCTURE IMPROVEMENTS

CYPRESS BLUFF CDD NEIGHBORHOOD
 INFRASTRUCTURE IMPROVEMENTS

The Cypress Bluff Community Development District presently intends to fund certain neighborhood infrastructure improvements for each neighborhood within the District boundaries. The Neighborhood Infrastructure improvements include construction of the basic infrastructure for each neighborhood, including but not limited to: engineering/permitting, clearing and grubbing, earthwork, collector roadways and associated drainage, underground conduit to facilitate street lighting, landscaping, irrigation, hardscape, neighborhood signage, neighborhood parks, neighborhood amenity centers, sewage pump stations, water/sewer/reuse transmission lines, subdivision roadways and associated drainage located within the road right of way.

The cost estimate for the collector roadways included in the neighborhood infrastructure improvements are based upon a 34 foot pavement width, curb and gutter section roadway, within a 80 foot wide right-of-way. The cost estimate for the subdivision roadways included in the neighborhood infrastructure improvements are based upon a 20 and 24 foot pavement width,  curb and gutter section roadway, within a 50 foot wide right-of-way. The clearing, grubbing and earthwork estimates include work necessary for the right-of-way area, and includes utility easements for underground electrical conduit for roadway street lighting. Disturbed areas within the rights-of-way that are outside of the paved areas will be sodded and/or seeded and grassed to provide erosion and sediment control in accordance with City of Jacksonville standards.

Drainage cost estimates included in the neighborhood infrastructure improvements provide for the collection and conveyance of stormwater runoff from the collector and subdivision roadways in accordance with St. Johns River Water Management District and City of Jacksonville standards. Costs include drainage catch basins, inlets, and underground storm piping.

Water and sewer cost estimates included in the neighborhood infrastructure improvements consist of the underground water transmission system and wastewater (sewer) collection system serving the development. Costs include piping, manholes, valves, services, and appurtenances required in order to construct the system in accordance with Florida Department of Environmental Protection and JEA standards.

The neighborhood infrastructure improvements shall be designed and constructed to City of Jacksonville, JEA, Florida Department of Environmental Protection, and St. Johns River Water Management District standards. Collector roadways shall be owned and maintained by the City of Jacksonville. Water, sewer, and reuse facilities shall be owned and maintained by JEA. The Cypress Bluff CDD or neighborhood HOA will maintain drainage improvements outside of the public right of ways.

Neighborhood Amenity Centers

Neighborhoods within the CDD may have additional amenity centers to directly serve the individual neighborhoods. These neighborhood amenity centers are typically not as large as the master amenity center. The basic components of this facility may include but is not limited to:

►	Clubhouse
►	Fitness equipment
►	Tennis Courts
►	Bathrooms and locker area
►	Pool(s)
►	Playground equipment
►	Barbeque grills and picnic tables
►	Parking
►	Landscape, irrigation, hardscape and lighting
►	Trails
►	Multi-use fields

Neighborhood Parks

Several neighborhood parks may be located throughout each of the neighborhoods within the Cypress Bluff CDD. These parks may be within the subdivisions and may include; tot lots, walking/fitness paths, multi-use fields, etc. The cost of these neighborhood parks is included within the per lot Neighborhood Infrastructure cost in Table III.

TABLE III
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SUMMARY OF NEIGHBORHOOD INFRASTRUCTURE COSTS

Improvement Description	Estimated Units	Estimated Cost	
NEIGHBORHOOD INFRASTRUCTURE IMPROVEMENTS			
Single Family	1,520 lots	$58,368,000	
Townhomes	0 lots	$0	
			
Neighborhood Infrastructure Total	1,520 lots	$58,368,000	

BASIS OF COST ESTIMATES

The following is the basis for the neighborhood infrastructure cost estimates:

Neighborhood Infrastructure costs include collector roads, stormwater ponds, neighborhood signage, neighborhood amenity centers, neighborhood parks, sewage pump stations, subdivision roads, clearing, filling, and JEA underground electric. Costs for development were obtained utilizing an estimated engineering and construction cost of
$32,000 per single-family unit and $21,000 per townhome unit based on recent historical bids for similar work in this area. Cost of $38,400 per single-family unit and $25,200 per townhome unit were used in this report to include a 20% contingency to account for unknows and inflation. Currently there are no townhome units within the CDD, however, these costs will be utilized if any townhome units are added within the CDD boundary.

Water and Sewer Facilities will be designed in accordance with JEA and FDEP  standards.

The engineering and permitting fees have been included in the estimated cost.

No costs have been included for the acquisition of roadway rights-of-way.

Cost estimates contained in this report are based upon year 2018 dollars.

Costs have been included for street lighting and electrical conduit on roadways in accordance with JEA standards, and are included in the roadway portion cost of the estimates.

Cost estimates have been prepared based upon the best available information, but without the benefit of final engineering design or environmental permitting. England, Thims & Miller, Inc. believes the enclosed estimates to be accurate based upon the available information, however, actual costs will vary based upon final engineering, planning and approvals from regulatory authorities.

APPENDIX
Description

Exhibits

General Location Map
Legal Description
Intentionally Excluded
Existing Future Land Use
Utility Exhibits
Master Water Plan
Master Waste Water Plan
Master Reuse Water Plan
District Facilities and Services
Cost Estimate Sheet

Gate Pkwy

J Turner Butler Blvd

Cypress Bluff Community Development District

§¨¦95

EXHIBIT 1

Southside Blvd

Baymeadows Rd

R.G. Skinner Pkwy
Atalantic Coast High School

GENERAL LOCATION

NOVEMBER 2, 2017

LEGEND

Cypress Bluff CDD

§¨¦295
Greenland Rd

§¨¦95

!(9B

0	3,000

µ
6,000	12,000

FEET

Source: ETM, Duval County

G:\13-102\13-102-19\GIS\Maps\MXD\location.mxd

Rml\

i

ROBERT M. ANGAS ASSOCIATES, INC.
SURVEYORS  •   PLANNERS  •   CIVIL ENGINEERS
Smee 1924	,-·
- - - -

www.rmangas.com tel 904-642-8550 • fax 904-642-4165
14775 Old St. Augustine Road• Jacksonville, Florida 32258

Revised December 14, 2017
September 1, 2017 E-Town
Page 1 of4

Cypress Bluff CDD Parcel

W.O. No.17-160.01 File No. 124B-22.01A

A portion of Sections 32 and 33, Township 3 South, Range 28 East, together with a portion of Sections 4, 5, 8 and 9, Township 4 South, Range 28 East, Duval County, Florida, being more particularly described as follows:
For a Point of Reference, commence at the Northwest comer of said Section 33; thence North 88°37'28" East, along the Northerly line ofsaid Section 33, a distance of 1343.30 feet to the Point ofBeginning.
From said Point ofBeginning, thence continue North 88°37'28" East, along said Northerly line of said Section 33, a distance of289.49 feet; thence South 07°44'34" East, departing said Northerly line, 1305.77 feet; thence South 13°31'53" East, 2389.14 feet; thence South 04°33'08" West,
1865.63 feet; thence South 18°03'25" West, 1232.39 feet; thence South 05° 12'52" East, 2061.31
feet; thence South 19°40'49" West, 3784.88 feet; thence South 04°56'56" West, 366.20 feet;
thence South 89°37'47" West, 1624.99 feet; thence South 00°22'13" East, 418.10 feet; thence South 88°55'30" West, 1799.90 feet to a point lying on the Easterly limited access right of way line of State Road No. 9B, a 400 foot limited access right of way per Florida Department of Transportation right of way map Section 72002-2513, Financial Project No. 209294-1; thence Northerly along said Easterly limited access right ofway line the following 3 courses: Course 1, thence North 14°27'30" West, 403.98 feet to the point of curvature of a curve concave Easterly having a radius of5529.58 feet; Course 2, thence Northerly along the arc ofsaid curve, through a central angle of 14°09'36", an arc length of 1366.57 feet to the point of tangency of said curve , said arc being subtended by a chord bearing and distance ofNorth 07°22'42" West, 1363.10 feet; Course 3, thence North 00°17'54" West, 1535.00 feet to a point of intersection with the Easterly limited access right of way line of State Road No. 9A, a variable width limited access right ofway per Florida Department of Transportation right ofway map Section 72002-2511, Work Program Identification No. 2114883, said point also being on a non-tangent curve concave Westerly having a radius of 3000.00 feet; thence Northerly along said Easterly limited access right of way line the following 4 courses: Course 1, thence Northerly, departing said Easterly limited access right of way line of State Road No. 9B and along the arc of said curve, through a central angle of 29°31'23", an arc length of 1545.82 feet to the point of tangency of said curve, said arc being subtended by a chord bearing and distance ofNorth 07°27'47" East, 1528.78 feet; Course 2, thence North 07°17'54" West, 984.62 feet to the point ofcurvature of a curve concave Easterly having a

SURVEYORS• PLANNERS• CIVIL ENGINEERS
Jacksonville, Florida

Revised December 14, 2017
September 1, 2017 E-Town
Page 2 of 4

W.O. No.17-160.01 File No. 124B-22.01A

Cypress Bluff CDD Parcel (continued)

radius of 11600.00 feet; Course 3, thence Northerly along the arc of said curve, through a central angle of 07°00'00", an arc length of 1417.21 feet to the point of tangency of said curve, said arc being subtended by a chord bearing and distance of North 03°47'54" West, 1416.33 feet; Course 4, thence North 00°17'54" West, 5839.87 feet to its intersection with the Southwesterly right of way line of R.G. Skinner Parkway, a 110 foot right of way as presently established; thence Southeasterly along said Southwesterly right ofway line the following 3 courses: Course 1, thence Southerly departing said Easterly limited access right of way line and along the arc of a curve concave Easterly having a radius of300.00 feet, through a central angle of43°17'06", an arc length of 226.64 feet to the point oftangency of said curve, said arc being subtended by a chord bearing and distance of South 21°56'27" East, 221.29 feet; Course 2, thence South 43°35'00" East, 446.83 feet to the point of curvature of a curve concave Northeasterly having a radius of 600.00 feet; Course 3, thence Southeasterly along the arc ofsaid curve, through a central angle of 25°15'01", an arc length of 264.42 feet to the point of tangency of said curve, said arc being subtended by a chord bearing and distance of South 56°12'31" East, 262.29 feet; thence South 68°50'01" East, continuing along said Southwesterly right ofway line, 263.07 feet to a point lying on the boundary line of those lands described and recorded in Official Records Book 14340, page 1809, of the current Public Records ofsaid county; thence Southerly along said boundary line the following 62 courses: Course 1, thence South 56°47'19" West, departing said Southwesterly right of way line,
34.93 feet; Course 2, thence South 59°53'26" West, 60.77 feet; Course 3, thence South 28°07'37" West, 63.38 feet; Course 4, thence South 36°12'31" West, 52.77 feet; Course 5, thence South 44°25'16" West, 53.99 feet; Course 6, thence South 60°24'13" West, 59.40 feet; Course 7, thence South 37°46'20" West, 47.85 feet; Course 8, thence South 12°02'36" East, 52.58 feet; Course 9, thence South 13°05'33" East, 42.42 feet; Course 10, thence South 16°44'01" West, 33.11 feet; Course 11, thence South 18°07'14" West, 49.93 feet; Course 12, thence South 23°19'42" West,
58.13 feet; Course 13, thence North 84°25'00" West, 84.95 feet; Course 14, thence South 00°24'25" East, 68.26 feet; Course 15, thence South 81°52'44" East, 73.42 feet; Course 16, thence South 35°00'24" East, 50.94 feet; Course 17, thence South 42°29'27" East, 63.28 feet; Course 18, thence South 72°15'25" East, 65.91 feet; Course 19, thence North 73°27'14" East, 68.75 feet; Course 20, thence North 51°47'07" East, 59.88 feet; Course 21, thence North 65°14'07" East,
63.44 feet; Course 22, thence South 44°57'44" East, 51.37 feet; Course 23, thence South 41°27'00" East, 50.99 feet; Course 24, thence North 68°09'16" East, 90.76 feet; Course 25, thence North 00°26'34" West, 52.95 feet; Course 26, thence North 39°25'04" West, 59.68 feet; Course 27, thence North 46°31'57'' East, 62.01 feet; Course 28, thence North 50°00'38" East, 57.16 feet; Course 29, thence North 88°38'44" East, 49.62 feet; Course 30, thence South 67°21'23" East,
54.16 feet; Course 31, thence South 14°50'50" East, 56.43 feet; Course 32, thence South 48°06'29" East, 55.42 feet; Course 33, thence South 04°06'11" East, 57.55 feet; Course 34, thence South 38°52'42" West, 48.46 feet; Course 35, thence South 08°09'16" West, 60.88 feet; Course 36, thence South 29°03'41" East, 51.97 feet; Course 37, thence South 07°41'54" East, 90.90 feet; Course 38, thence South 75°57'31" East, 33.30 feet; Course 39, thence South 80°17'39" East,

Revised December 14, 2017
September 1, 2017 E-Town
Page 3 of 4

W.O. No.17-160.01 File No. 124B-22.01A

Cypress Bluff CDD Parcel (continued)

50.60 feet; Course 40, thence North 57°17'36" East, 58.75 feet; Course 41, thence North 17°44'41" East, 38.19 feet; Course 42, thence North 41°44'07" East, 55.91 feet; Course 43, thence South 78°01'28" East, 36.71 feet; Course 44, thence North 76°54'19" East, 50.12 feet; Course 45, thence South 78°17'09" East, 69.51 feet; Course 46, thence North 85°04'13" East, 33.16 feet; Course 47, thence North 35°50'17" East, 30.71 feet; Course 48, thence North 05°06'56" East,
69.39 feet; Course 49, thence North 25°14'24" East, 59.38 feet; Course 50, thence North 36°08'27" East, 68.81 feet; Course 51, thence North 42°18'11" West, 56.04 feet; Course 52, thence North 01°48'23" East, 43.34 feet; Course 53, thence South 71°57'16" East, 51.30 feet; Course 54, thence South 45°25'16" East, 54.76 feet; Course 55, thence South 19°52'56" West,
39.91 feet; Course 56, thence South 14°36'39" East, 42.26 feet; Course 57, thence South 40°20'23" East, 57.10 feet; Course 58, thence South 59°04'18" East, 52.23 feet; Course 59, thence South 13°07'44" East, 44.38 feet; Course 60, thence South 24°46'40" East, 56.39 feet; Course 61, thence South 26°06'15" East, 32.51 feet; Course 62, thence South 02°12'11" West, 41.80 feet; thence South 45°09'13" East, departing said boundary line, 35.48 feet to the Northeast comer of those lands described and recorded in OfficialRecords Book 14863, page 469, of said current PublicRecords; thence North 89°59'26" West, along the Northerly line of said OfficialRecords Book 14863, page 469, a distance of 70.00 feet to the Northwest comer thereof; thence South 00°00'34" West, along the Westerly line of last said lands, 65.00 feet to the Southwest comer thereof; thence South 89°59'26" East, along the Southerly line of said lands, 70.00 feet to the Southeast comer thereof, said comer lying on said Southwesterly right ofway line ofR.G. Skinner Parkway; thence South 00°00'34" West, along said Southwesterly right of way line, 107.34 feet to a point lying on the Southerly terminus of saidR.G. Skinner Parkway; thence South 89°59'26" East, departing said Southwesterly right of way line and along said Southerly terminus, 110.00 feet to a point lying on the Southerly line of said OfficialRecords Book 14340, page 1809; thence Easterly and Northerly along the Southerly and Easterly lines of last said lands the following 62 courses: Course 1, thence South 00°00'34" West, departing said Southerly terminus, 145.55 feet; Course 2, thence South 89°59'26" East, 2280.15 feet; Course 3, thence North 07°41'27" West,
12.17 feet; Course 4, thence North 20°26'25" West, 28.98 feet; Course 5, thence North 06°37'03" East, 35.94 feet; Course 6, thence North 26°09'20" East, 47.24 feet; Course 7, thence North 10°50'26" East, 18.12 feet; Course 8, thence North 19°27'45" East, 19.37 feet; Course 9, thence North 10°56'37" East, 57.23 feet; Course 10, thence North 31°50'19" West, 53.99 feet; Course 11, thence North 25°51'04" West, 36.99 feet; Course 12, thence North 29°13'43" West, 21.65 feet; Course 13, thence North 71°51'12" West, 34.33 feet; Course 14, thence North 04°17'54" East, 38.72 feet; Course 15, thence North 00°16'03" East, 31.09 feet; Course 16, thence North 16°06'04" East, 32.18 feet; Course 17, thence North 20°33'04" West, 21.97 feet; Course 18, thence North 56°02'19" West, 40.42 feet; Course 19, thence North 02°24'10" West, 36.61 feet; Course 20, thence North 02°52'24" East, 35.41 feet; Course 21, thence North 00°06'57" East,
45.28 feet; Course 22, thence North 08°57'28" East, 54.79 feet; Course 23, thence North 06°50'55" West, 38.58 feet; Course 24, thence North 14°46'17" East, 32.02 feet; Course 25,

Revised December 14, 2017
September 1, 2017 E-Town
Page 4 of 4

W.O. No.17-160.01 File No. 124B-22.0lA

Cypress Bluff CDD Parcel (continued)
thence North 24°38'30" East, 38.36 feet; Course 26, thence North 21°16'45" East, 42.29 feet;
Course 27, thence North 46°41'48" East, 24.93 feet; Course 28, thence North 09°37'57" East,
38.41 feet; Course 29, thence North 40°13'50" East, 35.75 feet; Course 30, thence North 25°36'12" East, 31.37 feet; Course 31, thence North 21°18'20" East, 52.69 feet; Course 32, thence North 30°51'04" West, 51.14 feet; Course 33, thence North 62°04'55" West, 46.62 feet; Course 34, thence North 18°00'39" West, 57.14 feet; Course 35, thence North 25°51'03" West, 51.16 feet; Course 36, thence North 64°02'20" West, 56.18 feet; Course 37, thence North 64°31'59" West, 44.40 feet; Course 38, thence North 45°11'49" West, 58.29 feet; Course 39, thence North 37°43'23" West, 68.80 feet; Course 40, thence North 02°41'36" West, 88.50 feet; Course 41, thence North 02°06'49" West, 73.09 feet; Course 42, thence North 04°53'38" East, 86.05 feet; Course 43, thence North 05°05'30" East, 95.10 feet; Course 44, thence North 28°50'30" West,
58.14 feet; Course 45, thence North 48°55'53" West, 68.30 feet; Course 46, thence North 45°34'57" West, 74.88 feet; Course 47, thence North 29°56'25" West, 51.40 feet; Course 48, thence North 12°05'37" West, 72.07 feet; Course 49, thence North 31°46'26" East, 28.73 feet; Course 50, thence North 62°21'20" East, 59.52 feet; Course 51, thence North 89°26'28" East,
25.20 feet; Course 52, thence North 82°18'54" East, 55.94 feet; Course 53, thence South 65°50'59" East, 41.72 feet; Course 54, thence South 66°19'42" East, 49.58 feet; Course 55, thence North 47°17'56" East, 30.64 feet; Course 56, thence North 84°19'39" East, 48.59 feet; Course 57, thence South 67°19'52" East, 48.05 feet; Course 58, thence North 57°16'24" East, 26.00 feet; Course 59, thence North 89°32'02" East, 47.84 feet; Course 60, thence South 87°36'33" East,
51.75 feet; Course 61, thence North 85°07'24" East, 50.38 feet; Course 62, thence North 01°03'43" West, 115.11 feet to the Point of Beginning.
Containing 1249.73 acres, more or less.

SKETCH TO ACCOMPANY DESCRIPTION OF
A PORTION OF S£CTIONS 32 AND 33, TOWNSHIP 3 SOUTH, RANG£ 28 £AST,
TOG£TH£R WITH A PORTION OF S£CTIONS 4, 5, 8 AND 9, TOWNSHIP 4 SOUTH, RANG£ 28 £AST, DUVAL COUNTY, FLORIDA,
BCING MOR£ PARTICULARLY D£SCRl8£D IN S£PARAT£ ATTACHMENT.
POINT OF R£F£R£NC£

NW CORNER OF SECTION 33

N88"37'28"E	1343.JO'
POINT OF B£GINNING

TOWNSHIP J SOUTH

(110·  R/W)	4.,J'),	N.ly UNE OF SECTION JJ�._._"�l

---""T""�.,..........-R-_.PG.ARSKWKINANYER  %���---+--'i��=l-.---N---...as·3�7-•2s-·E -289.49'

0.R.B. 14340, PG. 1809

---�

0.R.B. 14340, PG. 1809

j

I	i

0.R.B. 8000, PG. 908

RANGE 28 EAST

0.R.B. 8208, PG. 652

TO'MJSHIP J SOUTH TO'MJSHIP 4 SOUTH

:--r;,

R=11600.00' IF 7"00'oo· L=1417.21' C8=N0J"47'54•w CH=1416.33'
N07"17'54•w
984.62'1

PROPOSED CYPRESS BLUFF CDD PARCEL
PC	1249.73 ACRES±

S18"03'25•w 1232.39'
750	1500
GRAPHIC SCALE IN FEET
1"= 1500'
0.R.B. 9494, PG. 912

3()00

I

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I	S££
SH££T 2

-,
I

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I	0.R.B. 14860,
I	PG. 1256
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....	SEC
� LAR.W.

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R/W F.P. W.P.I. FOOT

NOTES:

a:FIOAL RECCRDS BOCK S£C110N
LJl,fTED ACCESS RIG-IT <F WAY
RIG-IT <F WAY FINAN<JAL PROECT
� PROGRAM IDEN11FICA 110N Ft<RIDA DEPARTMENT <F TRANSPCRTA110N

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0.R.B. 14860, PG. 1256

�Cl
IS'

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tS>

THS IS NOT A SUR�
EEARINGS BASED ON TH£ NCRTHERLY UN£ <F S£C710N JJ AS 8£/NG NCRTH 88°37'28• EAST.
REWSED DECEMBER 14, 2017 TO UPDATE: BOONDARY ANO L£GAL DESCRIP110N. (W.O. 17-160.02)
REWSED NO',S#BER 13, 2017 TO UPDATE: BOUNDARY AND L£GAL DESCRfP110N. (W.O. 17-160.02)
REWSED OCTOBER 27, 2017 TO UPDATE:
BOUNDARY. (W.O. 17-160.02)

SHEET 1 OF 5

NOT VALID WITHOUT THE SIGNATUR£ AND THE ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER.

ROBERT M.ANGAS A880CIATES, INC.
8URYl'IORI •  PLANNl!RI • CIVIL l!NCIINHR8
14775 Old St. Augustine Road, Jacksonville, FL. 32258 Tel: (904) 642-8550	Fax: (904) 642-4165
Certificate of Authorization No.: LB 3624
DATE:  SEPTEMBER 1, 2017	SCALE:	1•=1500'
ORDER NO.: 17-160.01 FILE NO.: 1248-22.0/A DRAWN BY:�

ANDREW 0. KNUPPEL PROFESSIONAL SURVEYOR AND MAPPER
STATE of FLORIDA	LS No. 6511

A PORTION OF S£CTIONS .32 AND .3.3, TOWNSHIP .3 SOUTH, RANG£ 28 £AST,
TOG£TH£R WITH A PORTION OF S£CTIONS 4, 5, 8 AND 9, TOWNSHIP 4 SOUTH, RANG£ 28 £AST, DUVAL COUNTY, FLORIDA.

,

I

Non�f;;

PT

---·-·-·-·Mr�A TC·-H·LI-N£·-5£·-£  SH££T  1

0	250	500
GRAPHIC SCALE IN FEET
!"= 500'

1000

R=J000.00' t,,=29·31'23" L=1545.82' CB=N07'27'47"E

I

I	i'

I	CH=1528.78'

I	�Q:-'

,JI) 1��

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PROPOSED CYPRESS BLUFF CDD PARCEL 1249.73 ACRES±

/	�;y�&;p·

/	\:�

c,;����/;yi�':� ·
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SECTION  S----
SECTION 8

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R=5529.58' lr=14'09'J6" L=1366.57' CB=N07'22'42"W

LEGEND: O.R.B. PG.
R/W LA.R.W.
F.P.

OFFICIAL RECORDS BOOK PAGE
RIGHT OF WAY
LIMITED ACCESS RIGHT OF WAY
FINANOAL PRo.ECT

CH=136J.10'	-
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W.P.I. FDOT

�K PROGRAM IDEN11FICA110N FLORIDA DEPARTMENT OF

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PC

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POINT OF CURVATURE

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PT	POINT OF TANGENCY

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POINT ON CUR\/£ RADIUS
CENTRAL ANGLE ARC LENGTH CHORD BEARING CHORD DISTANCE

! I
PRE:PARE:D BY:
ROBERT M. ANGAS ASSOCIATES, INC.

SHEET 2 OF 5
SEE SHEET 1 FOR NOTES.
 	     FILE: NO.: 1248-22.0IA

t4775 OLD ST. AUGUSTIN£ ROAD JACKSONVILLC, FL 32258 (904) 642-8550 CERTIFICATE: OF AUTHORIZATION NO. LB 3624

A PORTION OF SECTIONS 32 AND 33, TOWNSHIP 3 SOUTH, RANGE 28 £AST,
TOGETHER WITH A PORTION OF  SECTIONS  4,  5,  8  AND  9,  TOWNSHIP  4  SOUTH,  RANGE 28 £AST, DUVAL COUNTY, FLORIDA.

POC	 	
R=J00.00'
/F:43°17'06. L=226.64' CB=S21"56'27.E CH=221.29'

SECTIO-N  2-9 --·----
SECTION 32

0	100	200	400
GRAPHIC SCALE IN FEET
1"=200'

PROPOSED CYPRESS BLUFF CDD PARCEL 1249.73 ACRES±

S28"07'J7"W

O.R.B. 14340, PG. 1809

S44"25'16"W 53.99'
S60"24'1J"W	59. 40' SJ7"46'20"W
S12"02'J6•E  52.58'
S1J"05'JJ"E	42.42' S16"44'01"W JJ.11'

O.R.B. 8000, PG. 908

S2J"19'42"W	58.13'
N84"25'00"W · 84.95'
S00"24'25"£	68.26'

BOUNDARY LINE

LINE TABLE	
LINE	BEARING	LENGTH	
L10	S44"57'44"£	51.37'	
L11	S41"27'00"£	50.99'	
L12	N68'09'16"E	90.76'	
L13	Noo·25•34•w	52.95'	
L14	N39"25'04"W	59.68'	
L15	N46"31'5r£	62.01'	
L16	N50'00'38"£	57.16'	
L17	N88"38'44"£	49.62'	

MATCHUNE SEE SHEET 1

LINE TABLE	
LINE
L1	BEARING	LENGTH	
	S56"47'19"W	34.93'	
L2	S59"53'26"W	60.77'	
L3	S81'52'44"E	73.42'	
L4	S35"00'24"E	50.94'	
LS
L6	S42"29'27"E	63.28'	
	S72i5'25"E	65.91'	
L7	N73"27'14"E	68.75'	
LB	Ns1·47•orE	59.88'	
L9	N65i4'0rE	63.44'	

0.R.8. 8000, PG. 908

LEGEND:
O. R.B. PG. R/W L.A.R.W. PC
PT POC R
.d
L CB CH L1

0.R.8. 14340, PG. 1809

Off/CIAL RECORDS BOOK PAGE
RIGHT OF WAY
LIMITED ACCESS RIGHT OF WAY POINT OF CURVATURE
POINT OF TANGENCY POINT ON CURVE RADIUS
CENTRAL ANGLE ARC LENGTH CHORD BEARING CHORD DISTANCE
TABULATED LINE DATA

PR£PAR£D BY:

SHEET 3 OF 5
SEE SHEET 1 FOR NOTES.
ORDER NO.: 17-160.01	Fil.£ NO.: 1248-22.01A   DRAtm BY:   ASH   CAD Fil.£:

ROBERT M. ANGAS ASSOCIATES, INC.
14775 OLD ST. AUGUSnN£ ROAD JACKSONVILL£, FL J2258 (904) 642-8550 C£RnFICAT£ OF AUTHORIZATION NO. LB J624

A PORTION OF SECTIONS 32 AND 33, TOWNSHIP 3 SOUTH, RANGE 28 EAST,
TOGETHER WITH A PORTION OF SECTIONS 4, 5, 8 AND 9, TOWNSHIP 4 SOUTH, RANG£ 28 £AST, DUVAL COUNTY, FLORIDA.

.

™�

fr) !

i !

t- 1

O.R.B. 8000,

0	100	200
GRAPHIC SCALE IN FEET
! ''= 200 '

s19·52•ss·w 39. 91'

400

L21
� i
� !
� !

PG. 908

S14"36'39.E	42. 26'
S40"20'2J•E	57. 10'
S59-0\4'18.E	52.23'
-.--- S1J-07'44•E	44. 38'
S24"46'40•E	56. 39'
\
S26-06'15•E	32.51'

ca?'

so212·1 1·w 41.80'
--�--\. IL--.S45-09'1J•E	35. 48'

1,.,,....

BOULNINDEARY

__.__i--SE:

�-- 0.R.8. 14863, PG. 469
soo-00•34•w 107.34'
O.R.B. 14.340,

i- i

S89"59'26.E

PG.  1809	·1 �
<X

.__..____

soo-00'34•w 145. 55'

110.00'
S.ly TERMINUS

PROPOSED CYPRESS BLUFF CDD PARCEL 1249. 73  ACRES±

!w

S.ly LINE

S89"59'26•E	2280. 15'

O.R.B. 8000, PG. 908

1i3;,..,e

l�

I

LEGEND:
OP.GR..B.
RL./WA.R. W.
CPOCR
RPOC
,:1
L
CCBH
L1

OFFI CIAL RECORDS BOOK PAGE

LINE TABLE	
LINE
L18 	BEARING	LENGTH	
	S67"21'2.rE	54.16'	
L19	S14"50'50"E	56. 43'	
L20	S48"06'29nE	55.42'	
L21	S04"06'1 1"E	57.55'	
L22	S38"52'42"W	48. 46' 	
L23	S08"09'16"W	60.88'	
L24	S29"03'41"E	51.97'	
L25	S07"41 '54"E	90.90'	
L26	S75"57'31 "E	33.30'	
L27
L28	S80"17'39"E	50.60'	
	N57i7'36"E	58.75'	
L29	N17"44'41 "E	38.19'	

LINE TABLE	
LINE	BEARING	LENGTH	
L30	N41 "44'07"E	55. 91'	
L31	S78"01'28"E	36.71'	
L32	N76'54'19"E	50.12'	
L33	S78i 7'09"E	69.51 '	
L34	N85"04'13"£	33.16'	
L35	N35"50'17"£	30.71 ' 	
L36	N05'06'56"E	69.39'	
L37	N25"14'24"E	59.38'	
L38	N36°08'27"£	68. 81' 	
L39	N42i8'11"W	56.04"	
L40	N01 "48'23"£	43.34'	
L41	N89"59'26"W	70.00'	

RIGHT OF WAY 
LIMITED ACCESS RIGHT OF WAY CORNER
POINT OF CURVATUR£ POINT OF TANGENCY POINT ON CURV£ RADIUS
CENTRAL ANGLE ARC LENGTH CHORD BEARING CHORD DISTANCE
TABULATED LINE DATA

SHEET 4 OF 5

ALE NO.:

SEE SHEET 1 FOR NO TES.

PR£PAR£D  BY:
ROBERT M. ANGAS ASSOCIATES, INC.

FL

14775 OLD ST. AUGUSTINE ROAD JACKSONVILLE,	32258 (904) 642-8550 C£RTIFICAT£ or AUTHORIZATION NO. LB 3624

ORDE:R NO.:  17- 1  0. 01

1248-22. OfA   DRAMI BY:    ASH   CAD AL£:

A PORTION OF SECTIONS 32 AND 33,	TOWNSHIP 3 SOUTH, RANG£ 28 £AST, TOGETHER WITH A PORTION OF SECTIONS 4, S, 8 AND 9, TOWNSHIP 4 SOUTH, RANG£ 28 £AST, DUVAL COUNTY, FLORIDA.

----

POINT OF BEGINNING
SECTION 28

N89"26'28'"E 25.20'
N62"21 '20,.E 59. 52'
NJ1 "46'26'"E 28. 73'

N12TJ5'J7'"W 72. 07'
N29"56'25'"W   51. 40'-__,,.
N45"J4'57'"W   74.88'
N48"55'5J'"W 68.30' N28"50'3o•w
N05TJ5'J0'"E   95. 10'--.11

L50
L51

0	100	200
GRAPHIC 1S"C=A2LE00IN'   FEET

555·50•59•£

N02TJ6'49'"W 73.09' E.ly LINE---

N02"41 'J6'"W 88. 50'
N37"4J'2J"W   68.80'-­
N4511 '49'"W   58.29'--

400

N64"31'59'"W   44. 40'--...
N64 TJ2'20'"W 56. 18'
N25"51 '0J'"W 51. 16'
N18TJ0'J9"W   57. 14'-­
N62TJ4'55'"W 46. 62'-..-....

O.R.B.

1 4340,

N21 18'20'"E 52. 69'

NJ0"51 '04'"W   51. 14'---.1
PG.  1809	N25°J6'12•£ J1.J7'
N4013'50'"E JS. 75' N09"J7'57•E   38.41' 
N46"41 '4B•E 24. 93'
N21 16'45 "E 42.29' N24"38'3o•E J8.J6' N14"46'1 7•£
N06"50'55•w JB.58' N08"57'28"E  54. 79'
N00TJ6'57'"E 45.28' No2·s2•24•E   J5.41 ' N02"24'1o·w J6.61 '
N20·33•04•w  21.97'
N16"()6'04 '"E 32. 18'
N0016'0J,.E 31.09'

8208, PG. 652

PROPOSED CYPRESS BLUFF COD PARCEL 1249. 73 ACRES:J:

LINE TABLE	
UN£	BEARING	LENGTH	
L42	N82i8'54•E	55. 94'	
L4J	41. 72'	
L44	555;9•42•£	49.58'	
L45	N47i 7'56HE	J0.64'	
L46	N84i9'J9"E	48.59'	
L47	567"19'52"£	48.05'	
L48	N57i6'24"E	26. 00'	
L49
L50	N89 'J2'02•E	47.84'	
	587'J6 'JJ"E	51. 75'	
L51	N85'07'24HE	50. J8'	
L52	N01 '0J'4J"W	115.11' 	

... 1

N041 7'54,.E 38. 72'

N71 "51 '12•w 34. 33'

� ·	N25"51 '04•w   36. 99'-..--.

.._ I	N291J'43•w   21.65'	�

� !

a;!	NJ1 "50'19'"W   5J. 99'--
N10"56'37'"E   57.23'
N19"27'45,.E	19.37'
LEGEND:	!.&.I!	N10"50'26,.E	18.12'

� ,	J--,

O.R.B. PG. LA.R. W. PC
PT POC R
41
L CB CH L1

OFF1CIAL RECORDS BOOK PAGE
LJUITED ACCESS RIGHT OF WAY POINT OF CURVA TURE
POINT OF TANGENCY POINT ON CURVE RADIUS
CENTRAL ANGLE ARC LENGTH CHORD BEARING CHORD DISTANCE
TABULATED LJNE DA TA

� I	N26"()9'2o·E   47.24'---
� j
I

N07"41 '27'"W 12.1 7•

I

PRE:PARED BY:

SHEET 5 OF 5
SEE SHEET 1 FOR NOTES.
ORDE:R NO.:  1 7-160.01	FILE: NO.: 1248-22. 0IA  DRAltN BY:  _A_  CAD FILE::

ROBERT M. ANGAS ASSOCIATES, INC.
14775 01.J) ST. AUGUSnNc ROAD JACKSONVILLC, FL 32258 {904) 642-8550 CE:Rnf/CATE: OF AUTHORIZATION HO. LB 3624

 	Baymeadows Rd

Cypress Bluff Community Development District

R.G. Skinner Pkwy

AGR-II

EXHIBIT 4

RPI

LDR

EXISTING/FUTURE LAND USE

NOVEMBER 2, 2017

LEGEND

LDR

RPI

LDR

Cypress Bluff CDD

AGR-III

BP

CGC

AGR-II	µ

!(9B

LDR

0	1,500

3,000	6,000

FEET

Source: ETM, Duval County

G:\13-102\13-102-19\GIS\Maps\MXD\ExistingLandUses.mxd

EXISTING 10" WM

16" WM

16" WM

16" WM

20" WM

LEGEND
EXISTING WATER MAINS PROPOSED WATER MAINS

W

W

20" WM

W

NOTE: EXACT SIZE AND LOCATION OF WATER MAINS WILL BE DETERMINED AT TIME OF FINAL ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

EXISTING 24" WM

VISION - EXPERIENCE - RESULTS ENGLAND - THIMS & MILLER, INC.

EXISTING 8" SEWER

EXISTING 6" SEWER

8" FM

S

12" FM

12" FM

16" FM

LEGEND

 	   	  EXISTING SEWER MAINS

EXISTING
8" FM

PROPOSED SEWER MAINS

S

BOOSTER PUMP STATION

16" FM

NOTE: EXACT SIZE AND LOCATION OF REUSE MAINS WILL BE DETERMINED AT TIME OF FINAL ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

FM

FUTURE 24" FM TO BE INSTALLED AS PER UTILITY SERVICE AGREEMENT (NOT FINANCED BY THE CDD)

VISION - EXPERIENCE - RESULTS ENGLAND - THIMS & MILLER, INC.

EXISTING 10" RW
30" RW

30" RW

30" RW

30" RW

RW

30" RW

RW

LEGEND
EXISTING REUSE MAINS
RW	PROPOSED REUSE MAINS NOTE: EXACT SIZE AND LOCATION OF REUSE MAINS WILL BE DETERMINED AT TIME OF FINAL ENGINEERING DESIGN. RESIDENTIAL SITE PLANS ARE PRELIMINARY AND SUBJECT TO CHANGE.

30" RW
EXISTING 20" RW

VISION - EXPERIENCE - RESULTS ENGLAND - THIMS & MILLER, INC.

EXHIBIT 6
DISTRICT INFRASTRUCTURE IMPROVEMENTS CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Description of Improvements	Construction Entity5	
Final Owner	Maintenance Entity	
E-Town Parkway/R.G. Skinner Parkway Landscape/Irrigation	Developer	COJ/CDD1	COJ/CDD1	
E-Town Parkway/R.G. Skinner Parkway Hardscape/Signage	Developer	COJ/CDD1	COJ/CDD1	
E-Town Parkway/R.G. Skinner Parkway Fencing	Developer	CDD	CDD	
E-Town Parkway/R.G. Skinner Electric/Street Lighting	Developer	JEA4	JEA4	
Utilities (Water, Sewer, Electrical, Street Lighting)	Developer	JEA	JEA	
Stormwater Systems	Developer	CDD	CDD	
Roadway Improvements	Developer	COJ/HOA2	COJ/HOA2,3	
Recreational Improvements	CDD	CDD	CDD	

Notes:

1COJ is expected to operate and maintain the right of way infrastructure; CDD may provide enhanced landscape maintenance through an interlocal agreement with the city.
2HOA will be responsible for operation and maintenance of all roadways which COJ will not own (private roads, alleys, etc.) and that are not funded by the CDD.
3HOA may provide enhanced maintenance on COJ owned roads.
4Funding for electricity provided by COJ.
5It is currently the intention of the CDD to acquire E-Town Parkway landscape, irrigation, hardscape, signage, street lighting, electrical, master utilities, and ponds and for the CDD to construct the master recreational improvements including the amenity center. These plans are subject to change.

COJ = City of Jacksonville
CDD = Community Development District JEA = Jacksonville Electric Authority HOA = Home Owners Association

Note: This exhibit identifies the current intentions of the District and is subject to change based upon various factors such as future development plans or market conditions.

EXHIBIT 7
COST ESTIMATE SHEET
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

INFRASTRUCTURE COSTS

Annual Outlay4
Total	2018	2019 2020

1. E-Town Parkway/R.G. Skinner Parkway Landscape/Irrigation	$1,035,000	80%	20%		
2. E-Town Parkway/R.G. Skinner Parkway Hardscape/Signage	$172,500	50%	50%		
3. E-Town Parkway/R.G. Skinner Parkway Fencing	$949,929	30%	40%	30%	
4. E-Town Parkway/R.G. Skinner Electric/Street Lighting	$2,587,500	30%	40%	30%	
5. Utilities (Water, Sewer, Electrical, Street Lighting)1,2	$8,040,145	30%	40%	30%	
6. Stormwater Systems	$7,124,544	50%	30%	20%	
7. Roadway Improvements	$26,812,800	30%	40%	30%	
8. Recreational Improvements3	$15,480,000	30%	40%	30%	
9. Engineering, Testing, Planning, CEI, Mobilization, As-builts, Erosion Control, Etc.	$13,901,617	30%	40%	30%	
TOTAL COSTS	$76,104,034

Includes Transmission (Trunk) Water, Sewer (Force Main), and JEA Electric. Costs include Booster Pump Station and Reuse Pump Stations.
Reclaimed water improvements will by funded by JEA pursuant to the Master Utility Agreement.
These estimates contemplate the exercise of special powers pursuant to Sections 190.012(2)(a) and 190.012(2)(d), Florida Statutes.
Represents anticipated annual outlay of costs based on anticipated construction timeline.

Note: This exhibit identifies the current intentions of the District and is subject to change based upon various factors such as future development plans or market conditions.

G.

RESOLUTION NO. 2018-­‐‑27

A RESOLUTION OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $96,000,000 PRINCIPAL AMOUNT OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, IN ONE OR MORE SERIES, FOR THE PURPOSE OF FINANCING THE CONSTRUCTION AND/OR ACQUISITION BY THE DISTRICT OF THE PUBLIC IMPROVEMENTS AND COMMUNITY FACILITIES PERMITTED BY THE PROVISIONS OF CHAPTER 190, FLORIDA STATUTES, AS AMENDED, AND THE ORDINANCE CREATING THE DISTRICT; APPROVING A FORM OF A MASTER TRUST INDENTURE; APPOINTING A TRUSTEE; AUTHORIZING THE COMMENCEMENT OF VALIDATION  PROCEEDINGS RELATING TO THE FOREGOING BONDS; AUTHORIZING AND APPROVING OTHER MATTERS RELATING TO THE FOREGOING BONDS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, Cypress Bluff Community Development District (the "ʺDistrict"ʺ) is a local unit  of  special-­‐‑purpose  government  organized  and  existing  in  accordance  with  the  Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "ʺAct"ʺ), created by Ordinance No. 2018-­‐‑335 of the City Council of the City of Jacksonville, Florida (the "ʺCity"ʺ), enacted on June 26, 2018 and effective on June 29, 2018, as amended;
WHEREAS, the District was created for the purpose of delivering certain community development services and facilities within and outside its jurisdiction, and the District has decided to undertake the design, acquisition and/or construction of certain improvements pursuant to the Act (the "ʺProject"ʺ);
WHEREAS, the District desires to authorize the issuance of not to exceed $96,000,000 aggregate principal amount of its Cypress Bluff Community Development District Special Assessment Bonds, Series to be designated, in one or more series (collectively, the "ʺBonds"ʺ), in order to pay all or a portion of the design, acquisition and/or construction costs of the Project;
WHEREAS, the District desires to provide the terms and conditions under which the District will acquire and cause to be constructed the improvements on and around District lands;

WHEREAS, authority is conferred upon the District by the Constitution and laws of the State of Florida, specifically pursuant to Sections 190.011(9), 190.011(14), 190.016(1), 190.016(2),
190.016(8), 190.016(13), 190.022 and 190.023 of the Act, to issue the Bonds;

WHEREAS, the District desires to appoint a trustee for the Bonds; and

WHEREAS, the District desires to authorize and approve various instruments to be executed and delivered in connection with the Bonds and to provide for the judicial validation of the Bonds pursuant to Section 190.016(12), Florida Statutes.
NOW, THEREFORE, BE IT RESOLVED BY THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT, AS FOLLOWS:
Section 1.  Authorization of Bonds.  The District hereby authorizes the issuance of not to exceed $96,000,000 aggregate principal amount of the Bonds, in one or more series, to pay costs of the Project. Pursuant to Section 190.016(1), the Bonds may be issued and delivered by the District in payment of all or a portion of the purchase price of the Project or may be sold at public or private sale.
Section 2.  Certain Details of the Bonds.   The Bonds, and the interest thereon, shall   not be deemed to constitute a debt, liability or obligation of the District, of the County or of the State of Florida (the "ʺState"ʺ), or of any other political subdivision thereof, but shall be payable solely from the Special Assessments (as defined in the form of Indenture hereinafter referred to) levied by the District on property within the District benefited by the Project and subject to assessment, as set forth in the Indenture, and neither the faith and credit nor any taxing power of the District, the County, or the State, or of any other political subdivision thereof, is pledged to the payment of the principal of or interest on the Bonds, except for Special Assessments to be assessed and levied by the District to secure and pay the Bonds.
The Bonds shall:

be issued in one or more series and may be delivered in payment of the
purchase price of all or a portion of the Project or sold at public or private sale, as provided in Section 190.016(1), each series in an aggregate principal amount to be determined by subsequent resolution or resolutions of the District; provided, however, that the total aggregate principal amount of the Bonds issued may not exceed
$96,000,000;

be issued in fully registered form in such principal denominations of
$5,000 or any integral multiple thereof, except as otherwise provided in a Supplemental Indenture;

bear interest at an average annual rate not exceeding the maximum rate
as may then be permitted by the laws of the State as more particularly provided in a resolution adopted by the District prior to the issuance and delivery of the Bonds;

be payable in not more than thirty (30) annual principal installments; and

be dated as provided in a resolution adopted by the District prior to the
issuance and delivery thereof.

The final maturity date or dates of the Bonds and the interest rate or rates thereon shall be determined, within the foregoing limits, and any optional, mandatory and extraordinary redemption provisions thereof shall be fixed by the Indenture hereinafter referred to, as supplemented from time to time, or by one or more resolutions of the District to be adopted prior to the delivery of the Bonds. In other respects, the Bonds shall be in the form, shall be  executed and authenticated, shall be subject to replacement and shall be delivered as provided in the Indenture hereinafter referred to, the form of which is set out as Exhibit "ʺA"ʺ attached hereto.

Prior to the issuance and delivery of the Bonds, the District shall have undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection proceedings, in order to levy and collect Special Assessments upon the lands within the District subject to assessment, all as more specifically required and provided for by the Act and Chapters 170, 190 and 197, Florida Statutes, as the same may be amended from time to time, or any successor statutes thereto.
Section 3. Designation of Attesting Members. The Chair, Secretary of the Board of Supervisors (the "ʺBoard"ʺ) of the District, or in the case of the Chair'ʹs and Secretary'ʹs absence or inability to act, the Vice Chair or Assistant Secretaries and members of the  Board  (each  individually a "ʺDesignated Member"ʺ), are hereby designated and authorized on behalf of the Board to attest to the seal of the Board and to the signature of the Chair or Vice Chair of the       Board as they appear on the Bonds, the Indenture and any other documents which may be  necessary or helpful in connection with the issuance  and  delivery  of  the  Bonds  and  in  connection with the application of the proceeds thereof.
Section 4. Authorization of Execution and Delivery of Master Trust Indenture. The  District does hereby authorize and approve the execution by the Chair and any  Designated  Member the delivery of a Master Trust Indenture (the "ʺIndenture"ʺ) for the Bonds, between the District and the trustee appointed pursuant to Section 6 of this Resolution (the "ʺTrustee"ʺ). The Indenture shall provide for the security of the Bonds and  express  the  contract  between  the  District and the owners of such Bonds. The Indenture shall be in substantially the form attached hereto and marked Exhibit "ʺA"ʺ and hereby approved, with such changes  therein  as  are  necessary or desirable to reflect the terms of the sale of the Bonds as shall be  approved  by  the  Chair executing the same, with such execution to constitute conclusive evidence of such officer'ʹs approval and the District'ʹs approval of any changes therein from the form of Indenture attached hereto.

Section 5.	Sale of Bonds. Pursuant to the provisions of Section 190.016(1) of the Act, the Bonds may be delivered in payment of all or a portion of the purchase price of the Project or

may be sold at public or private sale after such advertisement, if any, as the Board may deem advisable but not in any event at less than 90 percent of the par value thereof, together with accrued interest thereon, in conformance with the provisions of the Act.
Section 6. Appointment of Trustee. The District hereby appoints The Bank of New  York Mellon Trust Company, N.A. to serve as Trustee, Paying Agent, Registrar and Authenticating Agent under the Indenture.
Section 7. Bond Validation. District Counsel and Bond Counsel to the District are hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Fourth Judicial Circuit of Florida, in and for Duval County, Florida, for validation and the proceedings incident thereto for the Bonds and for the Special Assessments to the extent required by and in accordance with Section 190.016(12), Florida Statutes. The Chair, District Counsel or any Designated Member is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The other members of the Board, the officers of the District and the agents and employees of the District, including, without limitation, the District Manager, the engineer or engineering firm serving as engineer to the District, and the District'ʹs Assessment Consultant are hereby also authorized to offer testimony for and on behalf of the District in connection with any such validation proceedings.
Section 8. Authorization and Ratification of Prior and Subsequent Acts.  The  members of the Board, the officers of the District, and the agents and employees of the District, are hereby authorized and directed to do all such acts and things and to execute all such documents, including, without limitation, the execution and delivery of any closing documents, as may be necessary to carry out and comply with the provisions of this resolution, the Indenture, and all of the acts and doings of such members of the Board, the officers of the District, and the agents and employees of the District, which are in conformity with the intent and purposes of this resolution, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved.
Section 9. Subsequent Resolution(s) Required. Notwithstanding anything to the contrary contained herein, no series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or supplemental indenture for each such series fixing the details of such series of Bonds remaining to be specified or delegating to a Designated Member the authority to fix such details.
Section 10. Open Meetings. It is found and determined that all formal actions of the District concerning and relating to the adoption of this Resolution were taken in an open meeting of the members of the Board of Supervisors of the District and that all deliberations of the members of the Board of Supervisors of the District which resulted in such formal action were taken in meetings open to the public, in full compliance with all legal requirements.
Section 11. Severability. If any section, paragraph, clause or provision of  this  resolution shall be held to be invalid or ineffective for any reason, the remainder of this

resolution shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this resolution would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Section 12. Effective Date. This resolution shall take effect immediately upon its adoption, and any provisions of any previous resolutions in conflict with the provisions hereof are hereby superseded.
PASSED in Public Session of the Board of Supervisors of the Cypress Bluff Community Development District, this 1st day of August, 2018.

[SEAL]

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Chair, Board of Supervisors

ATTEST:

Secretary/Assistant Secretary, Board of Supervisors

EXHIBIT A

FORM OF MASTER TRUST INDENTURE

BMO  2nd Draft
7/31/18

MASTER TRUST INDENTURE

between

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

______________________________
Dated as of [ 	] 1, 2018
______________________________

relating to

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	2
ARTICLE II THE BONDS	18

Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.
Section 2.09.
Section 2.10.
Section 2.11.

Amounts and Terms of Bonds; Details of Bonds	18
Execution	20
Authentication; Authenticating Agent	20
Registration and Registrar	20
Mutilated, Destroyed, Lost or Stolen Bonds	20
Temporary Bonds	21
Cancellation and Destruction of Surrendered Bonds	21
Registration, Transfer and Exchange	22
Persons Deemed Owners	22
Limitation on Incurrence of Certain Indebtedness	23
Qualification for The Depository Trust Company	23

ARTICLE III ISSUE OF BONDS	24
Section 3.01.	Issue of Bonds	24
ARTICLE IV ACQUISITION OF PROJECT	27

Section 4.01.
Section 4.02.

Project to Conform to Plans and Specifications; Changes	27
Compliance Requirements	28

ARTICLE V ACQUISITION AND CONSTRUCTION FUND	28
Section 5.01.	Acquisition and Construction Fund	28
ARTICLE VI SPECIAL ASSESSMENTS; APPLICATION THEREOF TO FUNDS AND ACCOUNTS	29

Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 6.07.
Section 6.08.
Section 6.09.
Section 6.10.

Special Assessments; Lien of Indenture on Pledged Revenues	29
Funds and Accounts Relating to the Bonds	30
Revenue Fund	31
Debt Service Fund	32
Debt Service Reserve Fund	34
Bond Redemption Fund	36
Drawings on Credit Facility	37
Procedure When Funds Are Sufficient to Pay All Bonds of a Series	37
Certain Moneys to Be Held for Series Bondowners Only	37
Unclaimed Moneys	38

ARTICLE VII SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS	38

Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.

Deposits and Security Therefor	38
Investment or Deposit of Funds	38
Valuation of Funds	40
Brokerage Confirmations	40

Section 7.05.	Patriot Act Requirements of the Trustee	40
ARTICLE VIII REDEMPTION AND PURCHASE OF BONDS	40

Section 8.01.
Section 8.02.
Section 8.03.

Redemption Dates and Prices	40
Notice of Redemption and of Purchase	42
Partial Redemption of Bonds	44

ARTICLE IX COVENANTS OF THE ISSUER	44

Section 9.01.
Section 9.02.
Section 9.03.
Section 9.04.
Section 9.05.
Section 9.06.

Section 9.07.
Section 9.08.
Section 9.09.
Section 9.10.
Section 9.11.
Section 9.12.
Section 9.13.
Section 9.14.

Section 9.15.
Section 9.16.
Section 9.17.
Section 9.18.
Section 9.19.
Section 9.20.
Section 9.21.
Section 9.22.
Section 9.23.
Section 9.24.
Section 9.25.
Section 9.26.
Section 9.27.
Section 9.28.
Section 9.29.
Section 9.30.
Section 9.31.
Section 9.32.
Section 9.33.
Section 9.34.

Power to Issue Bonds and Create Lien	44
Payment of Principal and Interest on Bonds	44
Special Assessments; Re-­‐‑Assessments 	45
Method of Collection	46
Delinquent Special Assessments	46
Sale of Tax Certificates and Issuance of Tax Deeds; Foreclosure of Special  Assessment Liens	47
Books and Records with Respect to Special Assessments	47
Removal of Special Assessment Liens	47
Deposit of Special Assessments	48
Construction to be on Issuer Lands	48
Operation, Use and Maintenance of Project	49
Observance of and Compliance with Valid Requirements	49
Payment of Operating or Maintenance Costs by State or Others	49
Public Liability and Property Damage Insurance; Maintenance of Insurance; Use of Insurance and Condemnation Proceeds	49
Collection of Insurance Proceeds	51
Use of Revenues for Authorized Purposes Only	52
Books, Records and Annual Reports	52
Observance of Accounting Standards	52
Employment of Certified Public Accountant	52
Establishment of Fiscal Year, Annual Budget	52
Employment of Consulting Engineer; Consulting Engineer'ʹs Report	53
Audit Reports	53
[RESERVED]	54
Covenant Against Sale or Encumbrance; Exceptions	54
Fidelity Bonds	54
No Loss of Lien on Pledged Revenues	55
Compliance With Other Contracts and Agreements	55
Issuance of Additional Obligations	55
Extension of Time for Payment of Interest Prohibited	55
Further Assurances	55
Use of Bond Proceeds to Comply with Internal Revenue Code	55
Corporate Existence and Maintenance of Properties	56
Continuing Disclosure	56
Provisions Relating to Bankruptcy or Insolvency of Landowner	56

ARTICLE X EVENTS OF DEFAULT AND REMEDIES	58

Section 10.01.
Section 10.02.
Section 10.03.
Section 10.04.
Section 10.05.
Section 10.06.
Section 10.07.
Section 10.08.
Section 10.09.
Section 10.10.
Section 10.11.
Section 10.12.
Section 10.13.
Section 10.14.
Section 10.15.

Events of Default and Remedies	58
Events of Default Defined	58
No Acceleration	59
Legal Proceedings by Trustee	59
Discontinuance of Proceedings by Trustee	60
Bondholders May Direct Proceedings	60
Limitations on Actions by Bondholders	60
Trustee May Enforce Rights Without Possession of Bonds	60
Remedies Not Exclusive	60
Delays and Omissions Not to Impair Rights	60
Application of Moneys in Event of Default	61
Trustee'ʹs Right to Receiver; Compliance with Act	62
Trustee and Bondholders Entitled to all Remedies under Act	62
Credit Facility Issuer'ʹs Rights Upon Events of Default	62
Issuer Covenants After Event of Default.	62

ARTICLE XI THE TRUSTEE; THE PAYING AGENT AND REGISTRAR	63

Section 11.01.
Section 11.02.
Section 11.03.

Section 11.04.
Section 11.05.
Section 11.06.
Section 11.07.
Section 11.08.
Section 11.09.
Section 11.10.
Section 11.11.
Section 11.12.
Section 11.13.
Section 11.14.
Section 11.15.
Section 11.16.
Section 11.17.
Section 11.18.
Section 11.19.
Section 11.20.
Section 11.21.
Section 11.22.
Section 11.23.
Section 11.24.

Acceptance of Trust	63
No Responsibility for Recitals	63
Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Negligence	63
Compensation and Indemnity	64
No Duty to Renew Insurance	64
Notice of Default; Right to Investigate	64
Obligation to Act on Defaults	65
Reliance by Trustee	65
Trustee May Deal in Bonds	65
Construction of Ambiguous Provisions	65
Resignation of Trustee	66
Removal of Trustee	66
Appointment of Successor Trustee	66
Qualification of Successor	66
Instruments of Succession	66
Merger of Trustee	67
Extension of Rights and Duties of Trustee to Paying Agent and Registrar	67
Resignation of Paying Agent or Registrar	67
Removal of Paying Agent or Registrar	68
Appointment of Successor Paying Agent or Registrar	68
Qualifications of Successor Paying Agent or Registrar	68
Judicial Appointment of Successor Paying Agent or Registrar	68
Acceptance of Duties by Successor Paying Agent or Registrar	69
Successor by Merger or Consolidation	69

ARTICLE XII ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS	69
Section 12.01.	Acts of Bondholders; Evidence of Ownership of Bonds	69
ARTICLE XIII AMENDMENTS AND SUPPLEMENTS	69

Section 13.01.
Section 13.02.
Section 13.03.

Amendments and Supplements Without Bondholders'ʹ Consent	69
Amendments With Bondholders'ʹ Consent	70
Trustee Authorized to Join in Amendments and Supplements; Reliance on Counsel70

ARTICLE XIV DEFEASANCE	71

Section 14.01.
Section 14.02.

Defeasance	71
Deposit of Funds for Payment of Bonds	71

ARTICLE XV MISCELLANEOUS PROVISIONS	72

Section 15.01.
Section 15.02.
Section 15.03.
Section 15.04.
Section 15.05.
Section 15.06.
Section 15.07.
Section 15.08.
Section 15.09.
Section 15.10.
Section 15.11.

Limitations on Recourse	72
Payment Dates	72
No Rights Conferred on Others	72
Illegal Provisions Disregarded	72
Substitute Notice	73
Notices	73
Controlling Law	74
Successors and Assigns	74
Headings for Convenience Only	74
Counterparts	75
Appendices and Exhibits	75

EXHIBIT A – LEGAL DESCRIPTION OF THE DISTRICT
EXHIBIT B – DESCRIPTION OF THE CAPITAL IMPROVEMENT PROGRAM EXHIBIT C – FORM OF BOND
EXHIBIT D – FORM OF REQUISITION

THIS   MASTER   TRUST   INDENTURE,   dated   as   of   [ 	] 1, 2018 (the "ʺMaster Indenture"ʺ), by and between the CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT (the "ʺIssuer"ʺ), a local unit of special-­‐‑purpose government organized and existing under the laws of the State of Florida, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee, authorized to accept and execute trusts of the character herein set out and having a corporate office in Jacksonville, Florida (said bank and any bank or   trust company becoming successor trustee under the Indenture (as defined  herein)  being hereinafter referred to as the "ʺTrustee"ʺ);
W I T N E S S E T H:

WHEREAS, the Issuer is a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "ʺAct"ʺ), by Ordinance No. 2018-­‐‑335-­‐‑E enacted by the City Council of the City of Jacksonville, Florida (the "ʺCity"ʺ) on June 26, 2018 and effective on June 29, 2018, for the purpose, among other things, of financing and managing the design, acquisition, construction, maintenance, and operation of  systems,  facilities  and  basic  infrastructure within and without the boundaries of the premises to be governed by the Issuer;     and

WHEREAS, the premises currently governed by the Issuer (as further described in Exhibit A hereto, the "ʺDistrict Lands"ʺ) consist of approximately 1,249.7 acres of land located entirely within the City; and
WHEREAS, the Issuer has determined to undertake, in one or more stages, the acquisition and construction of certain public infrastructure pursuant to the Act for the special benefit of the District Lands (as further described in Exhibit B hereto, the "ʺCapital Improvement Program"ʺ); and
WHEREAS, the Issuer proposes to finance or refinance the cost of acquisition and construction of the Capital Improvement Program by the issuance of one or more series of bonds pursuant to this Master Indenture;
NOW, THEREFORE, THIS MASTER INDENTURE WITNESSETH, that to provide for
the issuance of Bonds (hereinafter defined) under this Master Indenture, as supplemented from time to time by one or more Supplemental Indentures (hereinafter defined), the security and payment of the principal, redemption or purchase price thereof (as the case may be) and interest thereon, any reimbursement due to a Credit Facility Issuer (hereinafter defined), if any, for any drawing on its Credit Facility (hereinafter defined), as required under the terms of the corresponding Credit Facility Agreement (hereinafter defined), the rights of the Owners of the Bonds of a Series (hereinafter defined) and the performance and observance of all of the covenants contained herein and in said Bonds and in any Credit Facility Agreement for and in consideration of the mutual covenants herein contained and of the purchase and acceptance of the Bonds of a Series by the Owners thereof, from time to time, the issuance by any Credit

Facility Issuer of its Credit Facility, from time to time, and of the acceptance by the Trustee of the trusts hereby created, and intending to be legally bound hereby, the Issuer hereby assigns, transfers, sets over and pledges to the Trustee and grants a lien on all of the right, title and interest of the Issuer in and to the Pledged Revenues (hereinafter defined) as security for the payment of the principal, redemption or purchase price of (as the case may be) and interest on Bonds of a Series issued hereunder and any reimbursement due to any Credit Facility Issuer for any drawing on its Credit Facility issued with respect to any such Bonds, as required under the terms of the corresponding Credit Facility Agreement, all in the manner hereinafter provided, and the Issuer further hereby agrees with and covenants unto the Trustee as follows:
ARTICLE I DEFINITIONS
In this Master Indenture and any indenture supplemental hereto (except as otherwise expressly provided or unless the context otherwise requires) terms defined in the recitals hereto shall have the same meaning throughout the Indenture, and in addition, the following terms shall have the meanings specified below:
"ʺAccount"ʺ shall mean any account established pursuant to the Indenture.
"ʺAcquisition Agreement"ʺ shall mean one or more acquisition agreements between the Issuer and the Developer or Landowner, pursuant to which the Developer or Landowner agrees to provide, design, construct and sell to the Issuer, and the Issuer agrees to purchase from the Developer or Landowner, certain work product, plans and improvements comprising all or a portion of the Capital Improvement Program and with respect to a Series of Bonds, as further provided in a Supplemental Indenture.
"ʺAcquisition and Construction Fund"ʺ shall mean the Fund so designated which is established pursuant to Section 5.01 hereof.
"ʺAct"ʺ shall mean the Uniform  Community  Development District Act of 1980, Chapter  190, Florida Statutes, as amended from time to time, and any successor statute thereto.
"ʺAnnual Budget"ʺ shall mean the Issuer'ʹs budget of current operating and maintenance expenses for a Fiscal Year, adopted pursuant to the provisions of Section 9.20 of this Master Indenture, as the same may be amended from time to time.
"ʺAuthenticating Agent,"ʺ shall mean the agent so described in, and appointed pursuant     to, Section 2.03 hereof.
"ʺAuthorized Denomination"ʺ shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.
"ʺAuthorized Newspaper"ʺ shall mean a newspaper printed in English and customarily published at least once a day at least five days a week and generally circulated in New York,

New York, or the City of Jacksonville, Florida, or such other locations as the Issuer from time to time may determine by written notice provided to the Trustee. When successive publications in an Authorized Newspaper are required, they may be made in the same or different Authorized Newspapers.
"ʺBeneficial Owner"ʺ 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
is treated as the owner of any Bonds for federal income tax purposes. The Trustee is authorized to recognize the Beneficial Owners of a Series of Bonds for purposes of approvals, consents or other actions taken under the Indenture if beneficial ownership is proven to the satisfaction of the Trustee.
"ʺBoard"ʺ shall mean the board of supervisors of the Issuer.

"ʺBond Counsel"ʺ shall mean Counsel of nationally recognized standing in matters pertaining to the exclusion from gross income for federal income tax purposes of interest on obligations issued by states and their political subdivisions.
"ʺBondholder,"ʺ "ʺHolder of Bonds,"ʺ "ʺHolder,"ʺ "ʺBondowner"ʺ or "ʺOwner"ʺ or any similar term shall mean any Person or Persons who shall be the registered owner of any Outstanding    Bond or Bonds, as evidenced on the Bond Register of the Issuer kept by the Registrar.
"ʺBond Redemption Fund"ʺ shall mean the Fund so designated which is established pursuant to Section 6.06 hereof.
"ʺBond Register"ʺ shall have the meaning specified in Section 2.04  of  this  Master  Indenture.
"ʺBonds"ʺ shall mean the Cypress Bluff Community Development District (City of Jacksonville, Florida) Special Assessment Bonds, Series [to be designated] issued in one or more Series and delivered pursuant to the provisions  of  this  Master  Indenture  and  Bonds  subsequently issued to refund all or a portion of the Bonds.
"ʺBusiness Day"ʺ shall mean any day other than a Saturday, a Sunday, a legal holiday, or a day on which the corporate office of the Trustee, the Registrar or any Paying Agent is closed, or        a day on which the New York stock exchange is closed.
"ʺCertified Public Accountant"ʺ shall mean a Person, who shall be Independent, appointed by the Board, actively engaged in the business of public accounting and duly certified as a certified public accountant under the laws of the State.
"ʺCertified Resolution"ʺ or "ʺCertified Resolution of the Issuer"ʺ shall mean a copy of one or more resolutions certified by the Secretary or an Assistant Secretary of the Issuer, under its seal,

to have been duly adopted by the Board and to be in full force and effect as of the date of such certification.
"ʺCity"ʺ shall mean the City of Jacksonville, Florida.

"ʺCode"ʺ shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
"ʺCompletion Date"ʺ shall have the meaning given to such term in Section 5.01(c) of this Master Indenture.
"ʺConsultant"ʺ shall mean a Person, who shall be Independent, appointed by the Board, qualified to pass upon questions relating  to  municipal  entities  and  having  a  favorable  reputation for skill and experience in the financial affairs of municipal entities.
"ʺConsultant'ʹs Certificate"ʺ shall mean a certificate or a report prepared in accordance with then applicable professional standards duly executed by a Consultant.
"ʺConsulting Engineer"ʺ shall mean the Independent engineer or engineering firm or corporation at the time employed by the Issuer under the provisions of Section 9.21 of this Master Indenture to perform and carry out duties imposed on the Consulting Engineer by the Indenture. The Independent engineer or engineering firm or corporation at the time serving as the engineer to the Issuer may serve as Consulting Engineer under the Indenture.
"ʺContinuing Disclosure Agreement"ʺ shall mean a Continuing Disclosure Agreement, by and among the Issuer, the Developer and/or Landowner, any obligated person and any dissemination agent named therein in connection with the issuance of a Series of Bonds hereunder, pursuant to the requirements of the Rule.
"ʺCost"ʺ or "ʺCosts,"ʺ in connection with the Project or any portion thereof, shall mean all expenses which are properly chargeable thereto under Generally Accepted Governmental Accounting Principles or which are incidental to  the  planning,  financing,  acquisition,  construction, reconstruction, equipping and installation thereof, including, without limiting the generality of the foregoing:
expenses of determining the feasibility or practicability of acquisition, construction, or reconstruction;
cost of surveys, estimates, plans, and specifications;

cost of construction/performance bonds, construction permits and platting;

cost of improvements;

engineering, architectural, fiscal, legal, accounting and other professional and advisory expenses and charges;

cost of all labor, materials, machinery, and equipment (including, without limitation, (i) amounts payable to contractors, builders and materialmen and costs incident to the award of contracts and (ii) the cost of labor, facilities and services furnished by the Issuer and its employees, materials and supplies purchased by the Issuer and permits and licenses obtained by the Issuer);
cost of all lands, properties, rights, easements, and franchises acquired;

financing charges;

creation of initial reserve and debt service funds;

working capital;

interest charges incurred or estimated to be incurred on money borrowed prior to and during construction and acquisition and for such reasonable period of time after completion of construction or acquisition as the Board may determine;
the cost of issuance of Bonds, including, without limitation, advertisements and printing;
the cost of any election held pursuant to the Act and all other expenses of issuance of bonds;
the discount, if any, on the sale or exchange of Bonds;

amounts required to repay temporary or bond anticipation loans made to finance any costs permitted under the Act;
costs of prior improvements performed by the Issuer in anticipation of a Project;

costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services, or any other Person, for a default or breach under the corresponding contract, or in connection with any other dispute;
premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same;
payments, contributions, dedications, surety bonds, deposits and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any Issuer purpose;
administrative expenses;

taxes, assessments and similar governmental charges during construction or reconstruction of a Project;
expenses of Project management and supervision;

costs of effecting compliance with any and all governmental permits relating to a Project;
such other expenses as may be necessary or incidental to the acquisition, construction, or reconstruction of a Project or to the financing thereof; and
any other "ʺcost"ʺ or expense as provided by the Act.

In connection with the refunding or redeeming of any Bonds, "ʺCost"ʺ includes, without limiting the generality of the foregoing, the items listed in (d), (k), (l) and (m) above, and other expenses related to the redemption of the Bonds to be redeemed and the Redemption Price of      such Bonds (and the accrued interest payable on redemption  to  the  extent  not  otherwise  provided for). Whenever Costs are required to be itemized, such itemization shall, to the extent practicable, correspond with the items listed above.  Whenever Costs are to be paid hereunder,   such payment may be made by way  of reimbursement to  the  Issuer  or  any  other  Person  who has paid the same in addition to direct payment of Costs.
"ʺCounsel"ʺ shall mean an attorney-­‐‑at-­‐‑law or law firm (who may be counsel for the Issuer) with expertise in the related matter.
"ʺCounty"ʺ shall mean Duval County, Florida.

"ʺCredit Facility"ʺ shall mean any credit enhancement mechanism such as an irrevocable letter of credit, a surety bond, a policy of municipal bond insurance, a corporate or other guaranty, a purchase agreement, a credit agreement or deficiency agreement or other similar facility applicable to the Bonds, as established pursuant to a Supplemental Indenture, pursuant to which the entity providing such facility agrees to provide funds to make payment of the principal of and interest on the Bonds. Notwithstanding anything to the contrary contained in the Indenture, the Bonds may be issued without a Credit Facility; the decision to provide a Credit Facility in respect of any Bonds shall be within the absolute discretion of the Issuer.
"ʺCredit Facility Agreement"ʺ shall mean any agreement pursuant to which  a  Credit  Facility Issuer issues a Credit Facility.
"ʺCredit Facility Issuer"ʺ shall mean the issuer or guarantor of any Credit Facility.

"ʺDebt Service Fund"ʺ shall mean the Fund so designated which is established pursuant to Section 6.04 hereof.
"ʺDebt Service Requirements,"ʺ with reference to a specified period, shall mean:

interest payable on the Bonds during such period, subject to reduction for amounts held as capitalized interest in the Funds and Accounts established under the Indenture; and
amounts required to be paid into any mandatory sinking fund account with respect to the Bonds during such period; and
amounts required to pay the principal of the Bonds maturing during such period and not to be redeemed prior to or at maturity through any sinking fund account.
"ʺDebt Service Reserve Fund"ʺ shall mean the Fund so designated which is established pursuant to Section 6.05 hereof.
"ʺDebt Service Reserve Insurance Policy"ʺ shall mean the insurance policy, surety bond or other evidence of insurance, if any, deposited to the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or the evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Debt Service Reserve Fund or any account thereof in the one of the three highest rating categories of either Moody'ʹs or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
"ʺDebt Service Reserve Letter of Credit"ʺ shall mean the irrevocable, transferable letter or line of credit, if any, deposited for the credit of the Debt Service Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which letter or line of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer  of such letter or line of credit shall be a banking association, bank or trust company or branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter or line of credit are rated at the time of deposit of the letter or line of credit to the credit of the Debt Service Reserve Fund or any account thereof in one of the three highest rating categories of either Moody'ʹs or S&P, unless otherwise approved by the Credit Facility Issuer who has issued a municipal bond insurance policy with respect to the Bonds.
"ʺDebt Service Reserve Requirement"ʺ shall mean, for each Series of Bonds, unless a different requirement shall be specified in a Supplemental Indenture, an amount equal to the lesser of (i) the maximum annual Debt Service Requirements for the Outstanding Bonds of such Series, (ii) 125% of the average annual Debt Service Requirements for the Outstanding Bonds of such Series, and (iii) 10% of the original proceeds (within the meaning of the Code) of the Bonds of such Series.
"ʺDefeasance Securities"ʺ shall mean, to the extent permitted by law, (a) cash or (b) non-­‐‑ callable Government Obligations.

"ʺDeferred Costs"ʺ shall mean the amount advanced by the Developer and/or Landowner and deposited into the appropriate Account of the Acquisition and Construction Fund, and with respect to an Acquisition Agreement or the amount by which the Cost of the Capital Improvement Program or portion thereof to be conveyed by the Developer and/or Landowner to the Issuer pursuant to such Acquisition Agreement exceeds the amount actually paid by the Issuer for the Capital Improvement Program or portion thereof from proceeds of the applicable Series of Bonds, the repayment of such costs being subordinate to the Bonds issued and Outstanding under the Indenture and payable, if ever, solely as provided herein and in the applicable Supplemental Indenture. The Trustee may conclusively rely on specific written instructions set forth in the applicable Supplemental Indenture or certifications set forth in a requisition delivered to it with respect to the existence of any Deferred Costs to be paid and the amount to be paid. In all other respects, the Trustee, absent specific written notice from the Issuer or the District Manager, is authorized to assume that no Deferred Costs exist.
"ʺDeveloper"ʺ shall mean The Parc Group, Inc., a Florida incorporated company, and any affiliate or any entity which succeeds to all or any part of the respective interests and assumes any or all of the respective responsibilities of said entities, as the developers of the District Lands.

"ʺDistrict Lands"ʺ shall mean the premises governed by the Issuer, currently consisting of approximately 1,249.7 acres of land located entirely within the City, as more fully described in Exhibit A.
"ʺDistrict Manager"ʺ shall mean the then District Manager or acting District Manager of     the Issuer.
"ʺElectronic Means"ʺ or "ʺelectronic means"ʺ shall mean telecopy, facsimile transmission, email transmission or other similar electronic means of communicating providing evidence of transmission.
"ʺEvent of Default"ʺ shall mean any of the events described in Section 10.02 hereof.

"ʺFiscal Year"ʺ shall mean the period of twelve (12) months beginning October 1 of each calendar year and ending  on  September 30 of the following  calendar year, and  also  shall mean  the period from actual execution hereof to and including the next succeeding September 30; or such  other  consecutive  twelve-­‐‑month  period  as  may  hereafter  be  established  pursuant  to  a Certified Resolution as the fiscal year of the Issuer for budgeting and accounting purposes as authorized by law.
"ʺFitch"ʺ shall mean Fitch Ratings, Inc., its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating  agency, "ʺFitch"ʺ shall be deemed to refer to any other nationally recognized securities  rating  agency designated by the Issuer and acceptable to the Trustee.
"ʺFund"ʺ shall mean any fund established pursuant to this Master Indenture.

"ʺGenerally Accepted Governmental Accounting Principles"ʺ shall mean those accounting principles applicable in the preparation of financial statements of governmental entities such as the Issuer.
"ʺGovernment Obligations"ʺ shall mean direct obligations of, or obligations the timely payment of principal of and interest on which are unconditionally guaranteed by, the United States of America.
"ʺIndenture"ʺ shall mean, with respect to any Series of Bonds, this Master Indenture as supplemented by the Supplemental Indenture pursuant to which such Series of Bonds is issued.
"ʺIndependent"ʺ shall mean a Person who is not a member of the Issuer'ʹs Board, an officer  or employee of the Issuer or the Developer and/or Landowner, or which is not a partnership, corporation or association having a partner, director, officer, member or substantial stockholder  who is a member of the Issuer'ʹs Board, or an officer or employee  of  the  Issuer;  provided,  however, that the fact that such Person is retained regularly by or regularly transacts business     with the Issuer or the Developer and/or Landowner shall not make such Person  an  employee within the meaning of this definition.
"ʺInterest Account"ʺ shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
"ʺInterest Payment Date"ʺ shall mean each May 1 and November 1 commencing on the date specified in the Supplemental Indenture pursuant to which a Series of Bonds is issued.
"ʺInterest Period"ʺ shall mean the period from and including any Interest Payment Date to and excluding the next succeeding Interest Payment Date; provided, however, that upon final payment of any Bond at maturity or upon redemption or mandatory purchase, the Interest Period shall extend to, but not include, the date of such final payment, which shall always be a Business Day.
"ʺInvestment  Grade  Rating"ʺ  shall  mean  either  a  rating  of  "ʺBBB-­‐‑"ʺ  or  higher  by  S&P  or  a rating of "ʺBaa3"ʺ or higher by Moody'ʹs or a rating of "ʺBBB-­‐‑"ʺ or higher by Fitch.
"ʺInvestment Securities"ʺ shall mean and include any of the following securities;

Government Obligations;
obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such Association); FannieMae (including participation certificates issued by such entity); Federal Home Loan Banks; Federal Farm Credit Banks; Tennessee Valley Authority; Farmers Home Administration; Student Loan Marketing Association; Federal Home Loan Mortgage Corporation;

time deposits, Federal funds or bankers'ʹ acceptances (with term to maturity of 270 days or less) of any bank (which may include the Trustee of its affiliates) which has an unsecured, uninsured and unguaranteed obligation rated in one of the top two rating categories by either Moody'ʹs or S&P (in each case, without regard to rating modifiers);
Demand deposits, including interest bearing money market accounts, time deposits,  trust  funds,  trust  accounts,  overnight  bank  deposits,  interest-­‐‑bearing  deposits,  other deposit products, certificates of deposit, including those placed by a third party pursuant to an agreement between the Trustee and the Corporation, or bankers acceptances of depository institutions, including the Trustee or any of its affiliates;
commercial paper rated in one of the top two rating categories by both Moody'ʹs and S&P;
obligations of any state of the United States or political subdivision thereof or constituted authority thereof the interest on which is exempt from federal income taxation under Section 103 of the Code and rated in one of the top two rating categories by both Moody'ʹs and S&P;
shares of a diversified open-­‐‑end management investment company (as defined in the Investment Company Act of 1940) or a regulated investment company (as defined in Section 851(a) of the Code) that is a money market fund that is rated in the highest rating category by Moody'ʹs or S&P;
repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly with collateral with a domestic or foreign bank or corporation (other than life or property casualty insurance company) the long-­‐‑term  debt  of  which,  or,  in  the  case  of  a  financial  guaranty  insurance  company,  claims paying ability, of the guarantor is rated at least "ʺAA"ʺ by S&P and "ʺAa"ʺ by Moody'ʹs provided that the repurchase agreement shall provide that if during its term the provider'ʹs rating by either S&P or Moody'ʹs falls below "ʺAA-­‐‑"ʺ or "ʺAa3,"ʺ respectively, the provider shall immediately notify the Issuer and the Trustee and the provider shall at its option, within ten days of receipt of publication of such downgrade, either (A) maintain collateral at levels, sufficient to maintain an "ʺAA"ʺ rated investment from S&P and an "ʺAa"ʺ rated investment from Moody'ʹs, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider'ʹs rating by either S&P or Moody'ʹs falls below "ʺA-­‐‑"ʺ or "ʺA3,"ʺ respectively, the provider must at the written direction of the Issuer to the Trustee, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an "ʺAA"ʺ rated investment from S&P and an "ʺAa"ʺ rated investment from Moody'ʹs, or (2) repurchase all collateral and terminate the repurchase agreement without penalty. In the event the repurchase agreement provider has not satisfied the above conditions within ten (10) days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall withdraw the entire amount invested plus accrued interest within two (2) Business Days. Any repurchase agreement entered into  pursuant to this Master Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the Issuer or the Trustee to liquidate the collateral as provided above;
The Holder of the collateral, as hereinafter defined, shall have possession of the collateral or the collateral shall have been transferred to the Holder of the collateral, in accordance with applicable state and federal laws (other than by means of entries on the transferor'ʹs books);
The repurchase agreement shall state and an opinion of Counsel in form and in substance satisfactory to the Issuer shall be rendered that the Holder of the collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the collateral is in possession);
The repurchase agreement shall be a "ʺrepurchase  agreement"ʺ  as  defined in the United States Bankruptcy Code and, if the  provider  is  a  domestic  bank,  a  "ʺqualified financial contract"ʺ as defined in the  Financial Institutions  Reform, Recovery  and Enforcement Act of 1989 ("ʺFIRREA"ʺ) and such bank is subject to FIRREA;
The repurchase transaction shall be in the  form  of  a  written  agreement, and such agreement shall require the provider to give written notice to the Trustee of any change in its long-­‐‑term debt rating;
The Issuer or its designee shall represent that it has no knowledge of any fraud involved in the repurchase transaction;
The Issuer and the Trustee shall receive the opinion of Counsel (which opinion shall be addressed to the Issuer and the Trustee and shall be in form and substance satisfactory to the Issuer) that such repurchase agreement complies with the terms of this section and is legal, valid, binding and enforceable upon the provider in accordance with its terms;
The term of the repurchase agreement shall be no longer than ten years or the remaining term of the Bonds, whichever is earlier;
The interest with respect to the repurchase transaction shall be payable no less frequently than quarterly;
The repurchase agreement shall provide that the Trustee may withdraw funds without penalty at any time, or from time to time, for any purpose permitted or required under this Master Indenture;
Any repurchase agreement shall provide that a  perfected  security  interest in such investments is created for the benefit of the Beneficial Owners under the Uniform Commercial Code of Florida, or book-­‐‑entry procedures prescribed at 31 C.F.R.

306.1 et seq. or 31 C.F.R. 350.0 et seq. are created for the benefit of the Beneficial Owners; and

The collateral delivered or transferred to the Issuer, the Trustee, or a third-­‐‑party acceptable to, and acting solely as agent for, the Trustee (the "ʺHolder of the collateral"ʺ) shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider'ʹs books) free and clear of any third-­‐‑party liens or claims pursuant to a custodial agreement subject to the prior written approval of the Majority Owners  and  the  Trustee.  The  custodial  agreement  shall  provide that the Trustee must have the  rights  for  disposition  or  control  over  the collateral of the repurchase agreement, irrespective  of  an  event  of  default  by  the  provider of such repurchase agreement.
If such investments are held by a third-­‐‑party, they shall be held as agent for the benefit of the Trustee as fiduciary for the Beneficial Owners and not as agent for the bank serving as  Trustee in its commercial capacity or any other party and shall be  segregated  from  securities owned generally by such third party or bank;
any other investment permitted under Florida law and approved in writing by the Majority Owners of the Bonds secured thereby;
bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the District of Columbia, if such obligations are rated in one of the three highest ratings by both Moody'ʹs and S&P or in one of the two highest categories by either S&P or Moody'ʹs;
investment agreements with a bank, insurance company or other financial institution, or the subsidiary of a bank, insurance company or other financial institution if the  parent guarantees the investment agreement, which bank, insurance company, financial institution  or  parent  has  an  unsecured,  uninsured  and  unguaranteed  obligation  (or  claims-­‐‑ paying ability) rated in the highest short-­‐‑term rating category by Moody'ʹs, S&P or Fitch (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated Aa2 or better by Moody'ʹs and AA or   better by S&P or Fitch, respectively (if the term  of such  agreement is  more  than  365  days) or is  the lead bank of a parent bank holding company with  an  uninsured,  unsecured  and  unguaranteed obligation of the aforesaid ratings, provided:
interest is paid on any date interest is due on the Bonds (not more frequently than quarterly) at a fixed rate (subject to adjustments for yield restrictions required by the Code) during the entire term of the agreement;
moneys invested thereunder may be withdrawn without penalty, premium, or charge upon not more than two days'ʹ notice unless otherwise specified in a Supplemental Indenture;

the same guaranteed interest rate will be paid on any future deposits made to restore the account to its required amount; and
the Issuer and the Trustee receive an opinion of Counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent; and
in the event of a suspension, withdrawal, or downgrade below Aa3,  AA-­‐‑  or  AA-­‐‑  by  Moody'ʹs,  S&P  or  Fitch,  respectively,  the  provider  shall notify the Issuer and the Trustee in writing within ten (10) Business Days of such downgrade event and the provider shall at its option, within five (5) Business Days after notice is given to the Trustee, take any of the following actions:
collateralize the agreement at levels, sufficient to maintain an "ʺAA"ʺ rated investment from S&P or Fitch and an "ʺAa2"ʺ from Moody'ʹs with a mark to market approach, or
assign the agreement to another provider, as long as the minimum rating criteria of "ʺAA"ʺ rated investment from S&P or Fitch and an "ʺAa2"ʺ from Moody'ʹs with a mark to market approach, or
have the agreement guaranteed by a provider which results in a minimum rating criteria of an "ʺAA"ʺ rated investment from S&P or Fitch and an "ʺAa2"ʺ from Moody'ʹs with a mark to market approach.
In the event the provider has not satisfied any one of the above conditions within three (3) days of the date such conditions apply, then the agreement shall provide that the Trustee, at the written direction of the Issuer, shall be entitled to withdraw the entire amount invested plus accrued interest without penalty or premium.
bonds, notes and other debt obligations of any corporation organized under the laws of the United States, any state or organized territory of the United States or the Issuer of Columbia, if such obligations are rated in one of the three highest ratings by both Moody'ʹs and S&P or in one of the two highest categories by either S&P or Moody'ʹs;
the Local Government Surplus Funds Trust Fund as described in Florida Statutes, Section 218.405 or the corresponding provisions of subsequent laws provided that such fund is rated at least "ʺAA"ʺ by S&P (without regard to gradation) or at least "ʺAa"ʺ by Moody'ʹs (without regard to gradation); and
in addition to the deposits described in subsection (3) above in the definition of Investment Securities, time deposits, demand deposits or certificate of deposit of any depository institution or trust company incorporated under the law of the United States of America or any

State (or any domestic branch of foreign bank) and subject to supervision and examination by Federal or State depository institution authority (including the Trustee or its affiliates); provided,  however,  that  at  the  time  of  the  investment,  short-­‐‑term  unsecured  debt  obligations hereof shall have a credit rating in the highest rating category by S&P or Moody'ʹs (in each case without regard to ratings modifiers).
Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed in writing by an Authorized Officer of the Issuer is permitted under the Indenture and is a legal investment for funds of the Issuer.
"ʺIssuer"ʺ shall mean the Cypress Bluff Community Development District.

"ʺLandowner"ʺ with respect to a Series of Bonds, shall have the meaning ascribed to such term in the Supplemental Indenture for such Series of Bonds.
"ʺMajority Owners"ʺ shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds then Outstanding to which such reference is made.
"ʺMajor   Non-­‐‑Recurring   Expense"ʺ   shall   mean   the   cost   of   major   replacement   or reconstruction of the Capital Improvement Program, or any  part  thereof,  the  cost  of  major repairs, renewals or replacements, the provision of a reserve for the payment of insurance  premiums not due on an annual or more frequent basis, and  the  cost  of  studies,  surveys, estimates and investigations in connection with any of the foregoing.
"ʺMaster Indenture"ʺ shall mean, this Master Trust Indenture by and between the Issuer and the Trustee, as amended and/or supplemented in accordance with the provisions of Article XIII hereof.
"ʺMoody'ʹs"ʺ shall mean Moody'ʹs Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and,  if  such  corporation shall be dissolved or liquidated or shall no longer perform  the  functions  of  a  securities rating agency, "ʺMoody'ʹs"ʺ shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
"ʺOfficers'ʹ Certificate"ʺ or "ʺOfficer'ʹs Certificate"ʺ shall mean a certificate, duly executed by a Responsible Officer and delivered to the Trustee.
"ʺOutstanding,"ʺ in connection with a Series of Bonds, shall mean, as of the time  in  question, all Bonds of such Series authenticated and delivered under the Indenture, except:
all Bonds theretofore cancelled or required to be cancelled under Section 2.07
hereof;

Bonds for the payment, redemption or purchase of which moneys and/or
Defeasance Securities, the principal of and interest on which, when due, will provide sufficient

moneys to fully pay such Bonds in accordance with Article XIV hereof, shall have been or shall concurrently be deposited with the Trustee; provided that, if such Bonds are being redeemed, the required notice of redemption shall have been given or provision shall have been made therefor, and that if such Bonds are being purchased, there shall be a firm commitment for the purchase and sale thereof; and
Bonds in substitution for which other Bonds have been authenticated and delivered pursuant to Article II hereof.
In determining whether the Holders of a requisite aggregate principal amount of Bonds Outstanding of a Series have concurred in any request, demand, authorization, direction, notice, consent or waiver under the provisions of the Indenture, Bonds of such Series which are actually known by a Responsible Officer of the Trustee to be held by or on behalf of the Issuer shall be disregarded for the purpose of any such determination; provided, however, this provision does not affect the right of the Trustee to deal in Bonds as set forth in Section 11.09 hereof.

"ʺParticipating Underwriter"ʺ shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with the offering of the Bonds.
"ʺPaying Agent"ʺ shall mean initially, the Trustee, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.
"ʺPerson"ʺ  shall  mean  any  individual,  corporation,  partnership,  association,  joint-­‐‑stock company, trust, unincorporated organization, governmental body, political subdivision, municipality, municipal authority or any other group or organization of individuals.
"ʺPledged Revenues"ʺ shall mean, unless otherwise provided by Supplemental Indenture with respect to a specific Series of Bonds, with respect to a particular Series of Bonds Outstanding, (a) all revenues received by the Issuer from Special Assessments levied and collected on all or a portion of the District Lands with respect to such Series of Bonds, including, without limitation, amounts received from any foreclosure proceeding for the enforcement of collection of such Special Assessments or from the issuance and sale of tax certificates with respect to such Special Assessments, and (b) all moneys on deposit in the Funds and Accounts established under the Indenture expressly allocated to such particular Series of Bonds; provided, however, that Pledged Revenues shall not include (i) any moneys transferred to the Rebate Fund, or investment earnings thereon and (ii) "ʺspecial assessments"ʺ levied and collected by the Issuer under Section 190.022 of the Act for maintenance purposes or "ʺmaintenance special assessments"ʺ levied and collected by the Issuer under Section 190.021(3) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (i) and (ii) of this provision).
"ʺProject"ʺ shall mean, with respect to any Series of Bonds, the portion or portions of the Capital Improvement Program financed or refinanced with such Series of Bonds, all as more specifically described in the Supplemental Indenture relating to such Series of Bonds; provided

that the portion or portions of the Capital Improvement Program financed with such Series of Bonds shall specially benefit all of the District Lands on which Special Assessments to secure such Series of Bonds have been levied.
"ʺProperty Appraiser"ʺ shall mean the property appraiser of the County.
"ʺProperty Appraiser and Tax Collector Agreement"ʺ shall mean the Property Appraiser   and Tax Collector Agreement described in Section 9.04 hereof.
"ʺRebate Fund"ʺ shall mean the Fund, if any, so designated, which is established pursuant to an arbitrage rebate agreement, into which shall be deposited certain moneys in accordance with the provisions of said arbitrage rebate agreement.
"ʺRecord Date"ʺ shall mean, as the case may be, the applicable Regular or Special Record
Date.

"ʺRedemption Price"ʺ shall mean the principal amount of any Bond plus the applicable
premium, if any, payable upon redemption thereof pursuant to the Indenture.

"ʺRegistrar"ʺ shall mean initially, the Trustee, which entity shall have the responsibilities set forth in Section 2.04 of this Master Indenture, and thereafter any successor thereto appointed in accordance with Section 11.20 of this Master Indenture.
"ʺRegular Record Date"ʺ shall mean the fifteenth day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date.
"ʺRegulatory Body"ʺ shall mean and include (a) the United States of America and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the United States of America, (b) the State, any political subdivision thereof and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the State, (c) the City and any department of or corporation, agency or instrumentality heretofore or hereafter created, designated or established by the City, and (d) any other public body, whether federal, state or local or otherwise having regulatory jurisdiction and authority over the Issuer.
"ʺResponsible Officer"ʺ shall mean any member of the Board or any other officer of the Issuer or other person designated by Certified Resolution of the Issuer, a copy of which shall be on file with the Trustee, to act for any of the foregoing, either generally or with respect to the execution of any particular document or other specific matter.
"ʺResponsible Officer of the Trustee"ʺ shall mean any officer of the Trustee within the corporate trust office specified in Section 15.06 (or any successor corporate trust office) having direct responsibility for the administration of this Master Indenture.

"ʺRevenue Fund"ʺ shall mean the Fund so designated which is established pursuant to Section 6.03 hereof.
"ʺRule"ʺ   shall   mean   Rule   15c2-­‐‑12(b)(5)   adopted   by   the   Securities   and   Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from  time     to time.
"ʺS&P"ʺ shall mean Standard & Poor'ʹs, a Standard & Poor'ʹs Financial Services LLC  business, organized and existing under the laws of the State of New York, its successors  and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "ʺS&P"ʺ shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer and acceptable to the Trustee.
"ʺSeries"ʺ shall mean all of the Bonds authenticated and delivered at one time on original issuance and pursuant to any Certified Resolution of the Issuer authorizing such Bonds as a  separate Series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II hereof and the applicable  Supplemental Indenture, regardless of variations in maturity, interest rate or other provisions;  provided,  however, two or more Series of Bonds may be issued simultaneously under  the  same  Supplemental Indenture if designated as separate Series of Bonds by the Issuer upon original issuance.    Two  or  more  Series  or  sub-­‐‑Series  of  Bonds  may  be  issued  simultaneously  under separate Supplemental Indentures, but under this Master Indenture. As may be provided by subsequent  proceedings  of  the  Issuer,  one  or  more  Series  of  Bonds  or  sub-­‐‑Series  of  Bonds, whether issued at the same time or not, may be separately secured by Special Assessments imposed  pursuant  to  separate  assessment  proceedings.    Such  Bonds  or  sub-­‐‑Series  of  Bonds which are secured  by separate Special Assessments will not be issued  as parity bonds even if  issued at the same time.
"ʺSinking Fund Account"ʺ shall mean the Account so designated, established as a separate account within the Debt Service Fund pursuant to Section 6.04 hereof.
"ʺSinking Fund Installments"ʺ shall mean the money required to be deposited in the Sinking Fund Account for the purpose of the mandatory redemption of any term Bonds issued pursuant to the Indenture, the specific amounts and times of such deposits to be as set forth in Section 8.01(c) hereof and the applicable Supplemental Indenture.
"ʺSpecial Assessments"ʺ shall mean (a) the net proceeds derived from the levy  and  collection of "ʺspecial assessments,"ʺ as provided for in Sections 190.011(14) and 190.022 of the Act (except for any such special  assessments  levied  and  collected  for  maintenance  purposes),  against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and (b) the net proceeds derived from the levy and collection of "ʺbenefit special assessments,"ʺ as provided for in Section 190.021(2) of the Act, against the District Lands that are subject to assessment as a result of a particular Project or any portion thereof, and in  the case of  both "ʺspecial assessments"ʺ and "ʺbenefit special assessments,"ʺ including the interest and

penalties on such assessments, pursuant to all applicable provisions of the Act and Chapter 170, Florida Statutes, and Chapter 197, Florida Statutes (and any successor statutes thereto), including, without limitation, any amount received from any foreclosure proceeding for the enforcement of collection of such assessments or from the issuance and sale of tax certificates with respect to such assessments, less (to the extent applicable) the fees and costs of collection thereof payable to the Tax Collector and less certain administrative costs payable to the Property Appraiser pursuant to the Property Appraiser and Tax Collector Agreement. "ʺSpecial Assessments"ʺ shall not include "ʺmaintenance special assessments"ʺ levied and collected by the Issuer under Section 190.021(3) of the Act.
"ʺSpecial Record Date"ʺ shall mean such date as shall be fixed for the payment of defaulted interest on the Bonds in accordance with Section 2.01 hereof.
"ʺState"ʺ shall mean the State of Florida.

"ʺSupplemental Indenture"ʺ and "ʺindenture supplemental hereto"ʺ shall mean any indenture amending or supplementing this Master Indenture which may be entered into in accordance with the provisions of this Master Indenture.
"ʺTax Collector"ʺ shall mean the tax collector of the County.
The words "ʺhereof,"ʺ "ʺherein,"ʺ "ʺhereto,"ʺ "ʺhereby,"ʺ and "ʺhereunder"ʺ (except in the form of Bond), refer to the entire Master Indenture.
Every "ʺrequest,"ʺ "ʺrequisition,"ʺ "ʺorder,"ʺ "ʺdemand,"ʺ "ʺapplication,"ʺ "ʺnotice,"ʺ "ʺstatement,"ʺ "ʺcertificate,"ʺ "ʺconsent,"ʺ or similar action hereunder by the Issuer shall, unless the form or execution thereof is otherwise specifically provided, be in writing signed by the Chair or a Vice Chair and the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary or  Responsible Officer of the Issuer.
All words and terms importing the singular number shall, where the context requires, import the plural number and vice versa.

SECTION 2.01.

ARTICLE II THE BONDS
AMOUNTS AND TERMS OF BONDS; DETAILS OF BONDS. The

Issuer is hereby authorized  to issue in  one or more Series pursuant to the terms and  conditions     of this Master Indenture, its obligations to be  known  as  "ʺCypress  Bluff  Community  Development District Special Assessment Bonds, Series [to be designated]"ʺ (the "ʺBonds"ʺ). The total principal amount of Bonds that may be issued under this Master Indenture  is  expressly limited to $_____________ exclusive of any refunding bonds. The Bonds shall be issued in Authorized  Denominations  and  within  each  Series  shall  be  numbered  consecutively  from  R-­‐‑1 and upwards in each Series and in substantially  the  form  attached  hereto  as  Exhibit  C,  with such appropriate variations, omissions and insertions as are permitted or required by this

Master Indenture or as otherwise provided in a Supplemental Indenture. All Bonds shall be issued only upon satisfaction of the conditions set forth in Article III hereof; and the Trustee shall, at the Issuer'ʹs written request, authenticate such Bonds and deliver them as specified in such request.
Each Bond shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, a Supplemental Indenture.
Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, the principal of all Bonds shall be payable at the designated corporate trust office of the Paying Agent upon the presentation and surrender of such Bonds as the same shall become due and payable.
Except to the extent otherwise provided in Section 2.11 hereof or in a Supplemental Indenture, interest on any Bond is payable on any Interest Payment Date by check or draft mailed on the Interest Payment Date to the person in whose name that Bond is registered at the close of business on the Regular Record Date for such Interest Payment Date, at his address as it appears on the Bond Register. The Bonds shall bear interest from the Interest Payment Date next preceding the date on which they are authenticated unless authenticated on an Interest Payment Date in which event they shall bear interest from such Interest Payment Date, or unless authenticated before the first Interest Payment Date in which event they shall bear interest from their date; provided, however, that if a Bond is authenticated between a Record Date and the next succeeding Interest Payment Date, such Bond shall bear interest from such succeeding Interest Payment Date; provided further, however, that if at the time of authentication of any Bond interest thereon is in default, such Bond shall bear interest from the date to which interest has been paid. Any interest on any Bond which is payable, but is not  punctually paid or provided for on any Interest Payment Date (hereinafter called "ʺDefaulted Interest"ʺ) shall be paid to the Owner in whose name the Bond is registered at the close of business on a Special Record Date to be fixed by the Trustee, such date to be not more than fifteen (15) nor less than ten (10) days prior to the date of proposed payment. The Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given by Electronic Means or mailed, first-­‐‑class, postage-­‐‑prepaid, to each Owner of record as of the fifth (5th) day prior to giving such notices, at his address as it appears in the Bond Register not less than ten (10) days prior to such Special Record Date. The foregoing notwithstanding, but subject to the provisions of Section 2.11 hereof, any Owner of Bonds of a Series in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Owner to the bank account number on file with the Trustee and Paying Agent, upon requesting the same in a writing received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date, which writing shall specify the bank, which shall be a bank within the continental United States, and bank account number to which

interest payments are to be wired. Any such request for interest payments by wire transfer  shall remain in effect until rescinded or changed, in a writing delivered by the Owner to the Trustee and Paying Agent, and any such rescission or change of wire transfer instructions must be received by the Trustee and Paying Agent at least fifteen (15) days prior to the relevant Record Date.   Interest on the Bonds will be computed on the basis of a 360-­‐‑day year of twelve 30-­‐‑day months.  Interest on overdue principal and, to the extent lawful, on overdue interest will be payable at the numerical rate of interest borne by such Bonds on the day before the default occurred.
The Trustee is hereby constituted and appointed as Paying Agent for the Bonds.

SECTION 2.02.	EXECUTION.	The Bonds shall be executed by the manual or
facsimile signature of the Chair or Vice Chair of the Issuer, and the corporate seal of the Issuer shall appear thereon (which may be in facsimile) and shall be attested by the manual or facsimile signature of its Secretary or Assistant Secretary. Bonds executed as above provided may be issued and shall, upon written request of the Issuer, be authenticated by the Trustee, notwithstanding that one or both of the officers of the Issuer whose signatures appear on such Bonds shall have ceased to hold office at the time of issuance or authentication or shall not have held office at the date of the Bonds.

SECTION 2.03.	AUTHENTICATION; AUTHENTICATING AGENT. No Bond shall
be valid until the certificate of authentication shall have been duly executed by the Trustee, as Authenticating Agent, and such authentication shall be proof that the Bondholder is entitled to the benefit of the trust hereby created. The Trustee shall at all times serve as Authenticating Agent and shall be authorized to authenticate the Bonds.

SECTION 2.04.	REGISTRATION   AND   REGISTRAR.	The Trustee is hereby
constituted and appointed as the Registrar for the Bonds. The Registrar shall act as registrar  and transfer agent for the Bonds. The Issuer shall cause to be kept at an office of the Registrar a register (herein sometimes referred to as the "ʺBond Register"ʺ or "ʺRegister"ʺ) in which, subject to the provisions set forth in Section 2.08 below and such other regulations as the Issuer and Registrar may prescribe, the Issuer shall provide for the registration of the Bonds and for the registration of transfers and exchanges of such Bonds. The Trustee shall notify the Issuer in writing of the specific office location (which may be changed from time to time, upon similar notification) at which the Bond Register is kept. Initially, and until the Trustee provides notice as provided in the immediately preceding sentence, the Bond Register shall be kept at the Trustee'ʹs designated corporate trust office in Jacksonville, Florida.

SECTION 2.05.	MUTILATED, DESTROYED, LOST  OR  STOLEN  BONDS.   If any
Bond shall become mutilated, the Issuer shall execute and the Trustee or Authenticating Agent, as the case may be, shall thereupon authenticate and deliver a new Bond of like Series, tenor and denomination in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee or Authenticating Agent, as the case may be, of such mutilated Bond for cancellation, and the Issuer and the Trustee or Authenticating Agent, as the case may be,

may require reasonable indemnity therefor. If any Bond shall be reported lost, stolen or destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Issuer and the Trustee or Authenticating Agent, as the case may be; and if such evidence shall be satisfactory to both and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee or Authenticating Agent, as the case may be, shall authenticate and deliver a new Bond of like Series, tenor and denomination. The cost of providing any substitute Bond under the provisions of this Section (including attorneys'ʹ fees, costs and expenses, if any) shall be borne by the Bondholder for whose benefit such substitute Bond is provided. If any such mutilated, lost, stolen or destroyed Bond shall have matured or be about to mature, the Issuer may, with the consent of the Trustee or Authenticating Agent, as the case may be, pay to the Owner the principal amount of and accrued interest on such Bond upon the maturity thereof and compliance with the aforesaid conditions by such Owner, without the issuance of a substitute Bond therefor.
Every substituted Bond issued pursuant to this Section 2.05 shall constitute an additional contractual obligation of the Issuer, whether or not the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by anyone, and shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Bonds of such same series duly issued hereunder.
All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies with respect to the replacement or payment of negotiable instruments, investments or other securities without their surrender.

SECTION 2.06.	TEMPORARY BONDS. Pending preparation of definitive Bonds, or
by agreement with the original purchasers of all Bonds, the Issuer may issue and, upon its written request, the Trustee shall authenticate in lieu of definitive Bonds one or more temporary printed or typewritten Bonds of substantially the tenor recited above. Upon written request of the Issuer, the Trustee shall authenticate definitive Bonds in exchange for and upon surrender of an equal principal amount of temporary Bonds. Until so exchanged, temporary Bonds shall have the same rights, remedies and security hereunder as definitive Bonds. So long as Cede & Co., or any other nominee of DTC is the registered Owner of the Bonds, the definitive Bonds shall be in typewritten form.

SECTION 2.07.	CANCELLATION AND DESTRUCTION OF SURRENDERED
BONDS. All Bonds surrendered for payment or redemption and all Bonds surrendered for  exchange shall, at the time of such payment, redemption or exchange, be promptly transferred by the Registrar, Paying Agent or Authenticating Agent to, and cancelled and destroyed by, the Trustee in accordance with its retention policy then in effect. The Trustee shall upon written request deliver to the Issuer a certificate of destruction in respect of all Bonds destroyed in accordance with this Section.

SECTION 2.08.	REGISTRATION, TRANSFER AND EXCHANGE. As provided in
Section 2.04 hereof, the Issuer shall cause a Bond Register in respect of the Bonds to be kept at the designated office of the Registrar.
Upon surrender for registration of transfer of any Bond at the designated office of the Registrar, and upon compliance with the conditions for the transfer of Bonds set forth in this Section 2.08, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent, shall authenticate and deliver, in the name of the designated transferees, one or more new Bonds of a like aggregate principal amount and of the same Series and maturity.
At the option of the Bondholder, Bonds may be exchanged for other Bonds of a like aggregate principal amount and of the same Series and maturity, upon surrender of the Bonds to be exchanged at any such office of the Registrar. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Trustee, as Registrar and Authenticating Agent shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive.
All Bonds issued upon any transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under the Indenture as the Bonds of such same Series surrendered upon such transfer or exchange.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing.
Transfers and exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.

Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue, transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of giving a notice of redemption of Bonds selected for redemption and ending at the close of business on the day of giving such notice, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.

SECTION 2.09.	PERSONS DEEMED OWNERS.  The Issuer, the Trustee, any Paying
Agent, the Registrar, or the Authenticating Agent shall deem and treat the person in whose name any Bond is registered as the absolute Owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, any Paying Agent, the Registrar or the Authenticating Agent) for the purpose of receiving payment of or on account of the principal or Redemption Price of and interest on such Bond, and for all other purposes, and the Issuer, the Trustee, any Paying Agent, the Registrar and the Authenticating Agent shall not be affected by any notice to

the contrary. All such payments so made to any such Owner, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable upon any such Bond.

SECTION 2.10.	LIMITATION ON INCURRENCE OF CERTAIN  INDEBTEDNESS.
The Issuer will not issue Bonds, except upon the conditions and in the manner provided or as otherwise permitted in the Indenture, provided that the Issuer may enter into agreements with issuers of Credit Facilities which involve liens on Pledged Revenues on a parity with that of the Bonds or portion thereof which is supported by such Credit Facilities.

SECTION 2.11.	QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY.
To the extent provided in a Supplemental Indenture or authorized and directed by a Resolution      of the Issuer authorizing the issuance of a  Series of Bonds, the  Trustee  shall be  authorized  to  enter into agreements with The Depository Trust Company, New York, New York ("ʺDTC"ʺ) and other depository trust companies, including, but not limited to, agreements necessary for wire transfers of interest and principal payments with respect to the  Bonds, utilization  of electronic  book entry data received from DTC, and other depository trust companies in place of actual  delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the Trustee in writing) by overnight delivery, courier service,  telegram,  telecopy  or  other  similar  means  of  communication.
So long as there shall be maintained a book-­‐‑entry-­‐‑only system with respect to a Series of Bonds, the following provisions shall apply:
Unless otherwise provided in a Supplemental Indenture, each Series  of  Bonds  shall  initially be registered in the name of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Bonds and so long as the Bonds are held in book-­‐‑entry-­‐‑only form, Cede & Co. shall be considered the registered owner for all purposes hereof. On original issue, the  Bonds  shall  be  deposited  with  DTC,  which  shall  be  responsible  for  maintaining  a  book-­‐‑ entry-­‐‑only  system  for recording  the ownership  interest of its participants ("ʺDTC  Participants"ʺ) and other institutions that clear through or maintain a custodial relationship with a DTC  Participant, either directly or indirectly ("ʺIndirect Participants"ʺ). The DTC Participants and  Indirect Participants will be responsible for maintaining records with respect to the Beneficial Owners.
Principal and interest on the Bonds registered in the name of Cede & Co. prior to and at maturity shall be payable directly to Cede & Co. in care of DTC without the need for presentment of such Bonds. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee or the Issuer.

The Bonds registered in the name of Cede &  Co. shall initially  be issued  in  the form  of  one fully registered Bond for each maturity of each Series registered in the name of Cede & Co.    and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-­‐‑entry-­‐‑only form, without certificated Bonds, through DTC Participants and Indirect Participants.
DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE BONDS, ANY NOTICES TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL OWNERS.
The Issuer and the Trustee, if appropriate, shall enter into a blanket letter of representations with DTC providing for such book-­‐‑entry-­‐‑only system.  Such agreement may be terminated at any time by either DTC or the Issuer. In the event of such termination, the Issuer shall select another securities depository and in that event all references to DTC or Cede & Co. shall be deemed to be references to its respective successor. If the Issuer does not replace DTC, the Trustee will register and deliver to the Beneficial Owners replacement Bonds in the form of fully registered Bonds in accordance with the instructions from Cede & Co.
In  the  event  DTC,  any  successor  of  DTC  or  the  Issuer  elects  to  discontinue  the  book-­‐‑ entry only system, the Trustee shall deliver bond certificates in accordance with the instructions from DTC or its successor and after such time Bonds may be exchanged for an equal aggregate principal amount of Bonds in other Authorized Denominations and of the same maturity and Series upon surrender thereof at the designated corporate trust office of the Trustee.
ARTICLE III ISSUE OF BONDS

SECTION 3.01.	ISSUE OF BONDS. Subject to the provisions of Section 2.01 hereof,
the Issuer may issue one or more Series of Bonds hereunder and under Supplemental Indentures from time to time for the purpose of financing the Cost of acquisition or construction of the Capital Improvement Program or to refund all or a portion of a Series of Bonds (and to pay the costs of the issuance of such Bonds and to pay the amounts required to be deposited with respect to such Bonds in the Funds and Accounts established under the Indenture). In  connection with the issuance of a Series of Bonds the Trustee shall, at written request of the Issuer, authenticate the Bonds and deliver or cause them to be authenticated and delivered, as specified in the request, but only upon receipt of:
a Certified Resolution of the Issuer (a) approving a Supplemental Indenture under which the Series of Bonds are to be issued; (b) providing the terms of the Bonds and directing the payments to be made into the Funds and Accounts in respect thereof as provided in Article V or Article VI hereof; (c) authorizing the execution and delivery of the Series of

Bonds to be issued; and (d) if the purpose is to effectuate a refunding, authorizing the redemption, if any, of the Bonds to be refunded and the defeasance thereof, and the execution and delivery of an escrow agreement, if applicable, and other matters contained in Section XIV hereof;

a written opinion or opinions of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that (a) all conditions prescribed herein as precedent to the issuance of the Bonds have been fulfilled; (b) the Bonds have been validly authorized and executed by the Issuer and when authenticated and delivered pursuant to the request of the Issuer will be valid obligations of the Issuer entitled to the benefit of the trust created hereby and will be enforceable in accordance with their terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors'ʹ rights generally and subject to equitable principles, whether in a proceeding at law or in equity; (c) any consents of any Regulatory Bodies required in connection with the issuance of the Bonds or in connection with the acquisition of the improvements included in a Project have been obtained or based on certifications of the Consulting Engineer can be reasonably expected to be obtained on or prior to the date such consents are required for such Project; and
if the acquisition of any real property or interest therein is included in the purpose of such issue, and in exchange for the payment of proceeds of the Bonds at the time of the issuance of the Bonds, (i) the Issuer has or can acquire good and marketable title thereto free from all liens and encumbrances except such as will not materially interfere with the proposed use thereof or
the Issuer has or can acquire a valid, subsisting and enforceable leasehold, easement, right-­‐‑ of-­‐‑way or other interest in real property sufficient to effectuate the purpose of the issue (which opinion may be stated in reliance on the opinion of other Counsel satisfactory to the signer or on a title insurance policy issued by a reputable title company) (clause (c) shall not apply in the case of the issuance of a refunding Series of Bonds);
an opinion of Counsel to the Issuer, which shall also be addressed to the Trustee, to the effect that: (a) the Issuer has good right and lawful authority under the Act to undertake the Project, subject to obtaining such licenses, orders or other authorizations as are, at the date of such opinion, required to be obtained from any agency or regulatory body; (b) that the Special Assessment proceedings have been taken in accordance with Florida law and that the Issuer has taken all action necessary to levy and impose the Special Assessments; (c) that the Special Assessments are legal, valid, and binding liens upon the property against which the Special Assessments are made, coequal with the lien of all State, City, County and municipal ad valorem taxes and superior in priority to all other liens, titles and claims against said property then existing or thereafter created, until paid; (d) the related Indenture has been duly and validly authorized, approved, and executed by the Issuer; (e) the issuance of the Series of Bonds has been duly authorized and approved by the Board; and (f) the related Indenture (assuming due authorization, execution and delivery by the Trustee) constitutes a binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms except as enforcement thereof may be affected by bankruptcy, reorganization, insolvency, moratorium and other similar laws relating to creditors'ʹ rights generally and subject to equitable principles, whether in a

proceeding at law or in equity (clauses (a), (b) and (c) shall not apply in the case of the issuance of a refunding Series of Bonds);
a Consulting Engineer'ʹs certificate addressed to the Issuer and the Trustee setting forth the estimated cost of the Project, and in the case of an acquisition by the Issuer of all or a portion of the Project that has been completed, stating, in the signer'ʹs opinion, (a) that the portion of the Project improvements to be acquired from the proceeds of such Bonds have been completed in accordance with the plans and specifications therefor; (b) to the best of his knowledge, the Project improvements are constructed in a sound workmanlike manner and in accordance with industry standards; (c) the purchase price to be paid by the Issuer for the Project improvements is no more than the lesser of (i) the fair market value of such improvements and (ii) the actual Cost of construction of such improvements; and (d) the plans and specifications for the Project improvements have been approved by all Regulatory Bodies required to approve them (specifying such Regulatory Bodies) or such approval can reasonably be expected to be obtained; provided, however, that in lieu of the information required in clause (a), there may be delivered to the Trustee satisfactory evidence of the acceptance of operational and maintenance responsibility of each component of the Project by one or more governmental entities (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds); the Consulting Engineer'ʹs certificate may incorporate its engineering report by reference to satisfy all or some of the above requirements;
a Financial Consultant'ʹs certificate that (a) the benefit from the Project equals or exceeds the amount of Special Assessments; (b) the Special Assessments are fairly and reasonably allocated across the District Lands subject to the Special Assessments; and (c) the Special Assessments are sufficient to pay the Debt Service Requirements on the Bonds;
a copy of the Supplemental Indenture for such Bonds, certified by the Secretary or Assistant Secretary of the Issuer as being a true and correct copy thereof;
the proceeds of the sale of such Bonds.

any Credit Facility authorized by the Issuer in respect to such Bonds;

one or more Certified Resolutions of the Issuer relating to the levy of Special Assessments in respect of the Project, and evidencing that the Issuer has undertaken and, to the extent then required under applicable law, completed all necessary proceedings, including, without limitation, the approval of assessment rolls, the holding of public hearings, the adoption of resolutions and the establishment of all necessary collection procedures, in order to levy and collect Special Assessments upon the District Lands in an amount sufficient to pay the Debt Service Requirement on the Bonds to be issued (the foregoing shall not be applicable in the case of the issuance of a refunding Series of Bonds);
an opinion of Bond Counsel substantially to the effect that (a) the Series of Bonds are valid and binding limited obligations of the Issuer, (b) the Indenture constitutes a valid and binding obligation of the Issuer, enforceable in accordance with its terms, and (c) if such Series

of Bonds are not taxable Bonds, that the interest thereon is excludable from gross income for federal income tax purposes under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to their initial purchasers;
a written direction of the Issuer to the Trustee to authenticate and deliver such
Bonds;

a copy of a Final Judgment of Validation and a Certificate of No Appeal with
respect to the Bonds that are subject to validation;

in the case of the issuance of a refunding Series of Bonds, an Officer'ʹs Certificate stating (a) the intended use of the proceeds of the issue; (b) any other amounts available for such purpose; (c) that the proceeds of the issue plus the other amounts, if any, stated to be available for the purpose will be sufficient to refund the Bonds to be refunded in accordance with the refunding plan and in compliance with Article XIV of this Master Indenture, including, without limitation, to pay the Costs of issuance of such Bonds, and (d) that notice of redemption, if applicable, of the Bonds to be refunded has been duly given or that provision has been made therefor, as applicable;
in the case of the issuance of a refunding Series of Bonds, a written opinion of Bond Counsel to the effect that the issuance of such Bonds will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Bonds issued pursuant to the Indenture (to the extent that upon original issuance thereof such Bonds were issued as Bonds the interest on which is excludable from gross income for federal income tax purposes); and
such other documents, certifications and opinions as shall be required by the Supplemental Indenture or by the Issuer or the Trustee upon advice of counsel.
At the option of the Issuer, any or all of the matters required to be stated in the Certified Resolution described in (1) above may instead be stated in a Supplemental Indenture, duly approved by a Certified Resolution of the Issuer. Execution of a Series of the Bonds by the Issuer shall be conclusive evidence of satisfaction of conditions precedent set forth in this Article, as to the Issuer and Underwriter.

SECTION 4.01.

ARTICLE IV ACQUISITION OF PROJECT
PROJECT TO CONFORM TO PLANS AND SPECIFICATIONS;

CHANGES. The Issuer will proceed to complete any Project or portion thereof for which any Series of Bonds is being issued in accordance with the plans and specifications therefor, as such plans and specifications may be amended from time to time, and subject to the specific requirements of the Supplemental Indenture for such Series of Bonds.

SECTION 4.02.	COMPLIANCE REQUIREMENTS. The Issuer will comply with all
present and future laws, acts, rules, regulations, orders and requirements lawfully made and applicable in fact to any acquisition or construction hereby undertaken and shall obtain all necessary approvals under federal, state and local laws, acts, rules and regulations necessary for the completion and operation of any Project or portion thereof for which any Series of Bonds is being issued and shall complete any Project or portion thereof in conformity with such approvals, laws, rules and regulations.

SECTION 5.01.

ARTICLE V
ACQUISITION AND CONSTRUCTION FUND

ACQUISITION AND CONSTRUCTION FUND. The Trustee shall

establish an Acquisition and Construction Fund into which shall be deposited the proceeds from each Series of Bonds issued under the Indenture (unless otherwise specified herein or in the applicable Supplemental Indenture for a Series of Bonds) and from which Costs may be paid as set forth herein and in the applicable Supplemental Indenture. Unless otherwise specified in the applicable Supplemental Indenture, a separate Series Account shall be established in the Acquisition and Construction Fund with respect to each Series of Bonds issued hereunder and the proceeds of each Series of Bonds (other than Bonds issued to refund all or a portion of the Bonds) shall be deposited into the corresponding Series Account in the Acquisition and Construction Fund. The amounts in any account of the Acquisition and Construction Fund, until applied as hereinafter provided, shall be held for the security of the Series of Bonds hereunder in respect of which such Series Account was established. Separate subaccounts within any Series Account of the Acquisition and Construction Fund shall be maintained by the Trustee in respect of each Series of Bonds upon written request of the Issuer whenever, in the opinion of the Issuer, it is appropriate to have a separate written accounting in respect of the Costs of any designated portion of a Project. Payments shall be made from the appropriate Series Account of the Acquisition and Construction Fund to pay any unpaid costs of issuance of the Series of Bonds in question, including without limitation, legal, engineering, and consultants'ʹ fees and to pay amounts to be reimbursed to the Issuer for Costs advanced, and thereafter to pay Costs of planning, financing, acquisition, construction, reconstruction, equipping and installation of the applicable Project or portion thereof.
Deposits. In addition to the deposit of amounts received by the Trustee on the date of issuance of each Series of Bonds, the Issuer shall pay or cause to be paid to the Trustee, for deposit into the Series Account of the Acquisition and Construction Fund, as promptly as practicable, the following amounts:
Subject to Section 9.24 hereof, payments made to the Issuer from the sale, lease or other disposition of the Project or any portion thereof; and
Subject to Section 9.14 hereof, the balance of insurance proceeds with respect to the loss or destruction of the Project or any portion thereof.

Amounts in the Series Account of the Acquisition and Construction Fund shall be applied to pay the Cost of a Project or a portion thereof, as applicable, pertaining to the Series of Bonds in question; provided, however, that if any amounts remain in the Series Account of the Acquisition and Construction Fund after the Completion Date of the Project or portion thereof pertaining to the Series of Bonds in question, and if such amounts are not reserved for payment of any remaining part of the Cost of such Project or the payment of Deferred Costs, such amounts shall be transferred to the applicable Series Account of the Bond Redemption Fund for application to the redemption of Bonds of the Series to which such proceeds relate, as set forth in Section 6.06 hereof or in the applicable Supplemental Indenture.
Disbursements. All payments from the Acquisition and Construction Fund shall be paid in accordance with the provisions of this subsection. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in this subsection (b). Before any such payment shall be made, the Issuer shall file with the Trustee a fully executed requisition substantially in the form of Exhibit D attached hereto signed by a Responsible Officer and except for payment of costs of issuance, a certificate of the Consulting Engineer signed by a Consulting Engineer also substantially in the form of Exhibit D attached hereto and as may be modified by terms of the related Supplemental Indenture. Upon receipt of each such requisition and accompanying certificate, the Trustee shall promptly withdraw from the appropriate Series Account of the Acquisition and Construction Fund and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. All requisitions and certificates received by the Trustee pursuant to this Section 5.01 shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the Issuer, the Consulting Engineer, the Owner of any Bonds, and the agents and representatives thereof. The Trustee shall have no  duty to investigate the accuracy or validity of the items delivered pursuant to this Section.
Completion of Project. On the date of completion of a Project, as evidenced by the delivery to the Trustee of a certificate of the Consulting Engineer and adoption of a resolution by the Board accepting a Project as provided by Section 170.09, Florida Statutes, as amended (the "ʺCompletion Date"ʺ), the balance in the Acquisition and Construction Fund not reserved by the Issuer for the payment of any remaining part of the Cost of the Project or the payment of Deferred Costs, shall be transferred by the Trustee to, and deposited in, the applicable Series Account of the Bond Redemption Fund and applied as provided in Section 6.06 hereof and in the applicable Supplemental Indenture.

ARTICLE VI SPECIAL ASSESSMENTS;
APPLICATION THEREOF TO FUNDS AND ACCOUNTS

SECTION 6.01.	SPECIAL ASSESSMENTS; LIEN  OF INDENTURE ON PLEDGED
REVENUES.  The Issuer hereby covenants that it shall levy Special Assessments, and collect

such Special Assessments in accordance with Section 9.04 hereof, unless otherwise provided in a Supplemental Indenture for a Series of Bonds, to the extent and in the amount necessary to pay the Debt Service Requirement on Bonds issued and Outstanding hereunder.
The Issuer shall, within five (5) Business Days of receipt thereof pay to the Trustee for deposit in the Series Account of the Revenue Fund established under Section 6.03 hereof all Special Assessments received by the Issuer from the levy thereof on the District Lands subject to assessments for the payment of the related Series of Bonds; provided, however, that amounts received as prepayments of Special Assessments and any amounts received under a "ʺtrue-­‐‑up"ʺ or similar agreement shall be deposited directly into the applicable Series Account within the Bond Redemption Fund established hereunder or in any account thereof established pursuant to the applicable Supplemental Indenture. The Issuer shall notify the Trustee in writing at the time of deposit of any amounts received as prepayments of Special Assessments and shall identify the related Series of Bonds.
There are hereby pledged for the payment of the principal or Redemption Price of and interest on all Bonds of each Series issued and Outstanding under the Indenture and all reimbursements due to any Credit Facility Issuer for any drawing with respect to such Series of Bonds on its Credit Facility, including, without limitation, interest thereon, as required under the terms of the applicable Credit Facility Agreement, the Pledged Revenues; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Pledged Revenues securing such Series of Bonds, the Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and Bonds issued on a parity therewith and shall not secure any other Bonds or Series of Bonds. The Pledged Revenues shall immediately be subject to the lien and pledge of the Indenture without any physical delivery hereof or further act; provided, however, that the lien and pledge of the Indenture shall not apply to any moneys transferred by the Trustee to the Rebate Fund. The foregoing notwithstanding, to the extent provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, such Series of Bonds may be made payable from and secured by less than all of the Pledged Revenues, and any one or more of the provisions of this Master Indenture may be made inapplicable to such Series of Bonds, all as more specifically provided in the corresponding Supplemental Indenture; provided, however, that any such provisions shall apply only to the particular Series of Bonds authorized by such Supplemental Indenture and shall not affect in any manner whatsoever any Outstanding Series of Bonds.

SECTION 6.02.	FUNDS  AND  ACCOUNTS  RELATING  TO THE  BONDS.	The
Funds and Accounts specified in this Article VI shall be established under the Master Indenture and each Supplemental Indenture pursuant to which a Series of Bonds is issued for the benefit of the specific Series of Bonds issued pursuant to such Supplemental Indenture and any Series issued on a parity therewith and, unless expressly otherwise provided in said Supplemental Indenture, shall not apply to Bonds Outstanding hereunder issued under any other indenture supplemental hereto. Subject to the foregoing sentence, all moneys, including, without limitation, proceeds of a Series of Bonds, on deposit to the credit of the Funds and Accounts established hereunder and under a Supplemental Indenture (except for moneys transferred to

the Rebate Fund) shall be pledged to the payment of the principal, redemption or purchase price of (as the case may be) and interest on the Series of Bonds issued hereunder and under such Supplemental Indenture, and any Series issued on a parity therewith.

SECTION 6.03.	REVENUE FUND. The Trustee is hereby authorized and directed to
establish a Revenue Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder, into which the Trustee shall immediately deposit any and all Special Assessments received from the levy thereof on the District Lands or any portion thereof (other than Special Assessment prepayments, including amounts constituting accrued interest on such prepayments) and any amounts received as the result of any foreclosure, sale of tax certificates or other remedial action for nonpayment of Special Assessments for the payment of the related Series of Bonds and other payments required hereunder or under the applicable Supplemental Indenture (unless such Special Assessments and/or other payments are specifically designated by the Issuer pursuant to a Supplemental Indenture for deposit into the Rebate Fund or any other Fund or Account established hereunder or under a Supplemental Indenture) and each Series Account therein shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall transfer from amounts on deposit in the Series Account in the Revenue Fund to the Funds and Accounts designated below, the following amounts, at the following times and in the following order of priority unless other times and/or other priorities are established in a Supplemental Indenture with respect to a Series of Bonds:
FIRST, no later than the Business Day preceding the first May 1 for which there is an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding May 1, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the related Series of Bonds becoming due on the next succeeding May 1, less any amount on deposit in such Interest Account not previously credited;
SECOND, on a parity basis with THIRD, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Principal Account of the Debt Service Fund, an amount equal to the principal amount of Bonds of such Series maturing on the next succeeding principal payment date, less any amount on deposit in the applicable Series Principal Account not previously credited;
THIRD, on a parity basis with SECOND, beginning on the date set forth in the related Supplemental Indenture, and no later than the Business Day next preceding each May 1 thereafter while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Sinking Fund Account of the Debt Service Fund, an

amount equal to the principal amount of Bonds of such Series subject to mandatory sinking fund redemption on the next succeeding principal payment date, less any amount on deposit in the applicable Series Sinking Fund Account not previously credited;
FOURTH, upon receipt but no later than the Business Day preceding the first November 1 for which there remains an insufficient amount from Bond proceeds (or investment earnings thereon) on deposit in the applicable Series Interest Account to be applied to the payment of interest on the Bonds of a Series due on the next succeeding November 1, and no later than the Business Day next preceding each November 1 thereafter while Bonds of such Series issued under the Indenture remain Outstanding, to the applicable Series Interest Account of the Debt Service Fund, an amount equal to the interest on the Bonds of such Series becoming due on the next succeeding November 1, less any amount on deposit in the applicable Series Interest Account not previously credited;
FIFTH, upon receipt but no later than the Business Day next preceding each Interest Payment Date while Bonds of a Series issued under the Indenture remain Outstanding, to the applicable Series Account of the Debt Service Reserve Fund, an amount equal to the amount, if any, which is necessary to make the amount on deposit therein equal to the Debt Service Reserve Requirement;
SIXTH, subject to the following paragraph the balance of any moneys remaining in a Series Account of the Revenue Fund after making the foregoing deposits shall remain therein.
The Trustee shall within ten (10) Business Days after the last Interest Payment Date in any calendar year, at the written direction of the Issuer, and if no Event of Default is continuing, withdraw any moneys held for the credit of the Revenue Fund which are not otherwise required to be deposited pursuant to this Section or the related Supplemental Indenture and deposit such moneys as directed in writing to the credit of the applicable Series Account of the Bond Redemption Fund in accordance with the provisions hereof. Special Assessment prepayments (including any portion thereof comprising interest thereon) pledged to a particular Series of Bonds shall be deposited directly into the applicable Series Account of the Bond Redemption Fund as provided herein.

SECTION 6.04.	DEBT  SERVICE  FUND.	The  Trustee  is  hereby   authorized  and
directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. The Trustee shall establish within the Debt Service Fund pursuant to a Supplemental Indenture, a Series Principal Account, a Series Interest Account and a Series Sinking Fund Account for each Series of Bonds, which accounts shall be separate and apart

from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee.
The Trustee at all times shall make available to any Paying Agent the funds in the Series Principal Account and the Series Interest Account of the Debt Service Fund to pay the principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest on the applicable Series of Bonds as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall be applied to the payment of accrued interest in connection with such redemption.
The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee in writing that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer'ʹs arrangements provided they conform to the Indenture.
Except to the extent otherwise provided in a Supplemental Indenture, purchases, Sinking Fund Installments and redemptions out of the Series Sinking Fund Account shall be made as follows:
The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the Sinking Fund Installment date in each of the years set forth in a Supplemental Indenture to the redemption of Bonds of a Series in the amounts, manner and maturities and on the dates set forth in a Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the applicable Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund.
Accrued interest on purchased or redeemed Bonds of a Series shall be paid from the related Series Interest Account of the Debt Service Fund.
In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, the Issuer may present to the Trustee Bonds of a Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of

such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the aggregate principal amount of any such Bonds (and the interest applicable thereto) so presented.

SECTION 6.05.	DEBT SERVICE RESERVE FUND.  The Trustee is hereby authorized
and directed to establish a Debt Service Reserve Fund and pursuant to a Supplemental Indenture a Series Account for each Series of Bonds issued hereunder. The Debt  Service Reserve Fund and each Series Account therein shall be held by the Trustee for the benefit of each related Series of Bonds; provided, however, that notwithstanding anything to the contrary contained in this Master Indenture, the Supplemental Indenture authorizing the issuance of a Series of Bonds may provide that the Debt Service Reserve Fund is not applicable and no account therein shall secure such Series of Bonds. The Debt Service Reserve Fund and each Series Account therein shall constitute an irrevocable trust fund to be applied solely as set forth herein and shall be held by the Trustee separate and apart from all other Funds and Accounts held under the Indenture and from all other moneys of the Trustee. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, on the date of issuance and delivery of a Series of Bonds an amount of Bond proceeds equal to the Debt Service Reserve Requirement in respect of such Series of Bonds, calculated as of the date of issuance and delivery of such Series of Bonds, shall be deposited in the related Series Account of the Debt Service Reserve Fund. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds and as long as there exists no default under the Indenture and the amount in the Series Account of the Debt Service Reserve Fund is not reduced below the then applicable Debt Service Reserve Requirement with respect to such Series of Bonds, earnings on investments in the Series Account of the Debt Service Reserve Fund shall be transferred to the related Series Account of the Revenue Fund. Otherwise, earnings on investments in each Series Account of the Debt Service Reserve Fund shall be retained therein until applied as set forth herein. Unless otherwise provided in a Supplemental Indenture, in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement as a result of an optional prepayment by the owner of a lot or parcel of land of a Special Assessment against such lot or parcel, which Special Assessment is pledged for the payment and security of such Series of Bonds, the excess amount shall be transferred from the Series Account of the Debt Service Reserve Fund to the Bond Redemption Fund established for such Series of Bonds, as a credit against the principal amount of the prepayment otherwise required to be made by the owner of such lot or parcel. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, and in the event that the amount in a Series Account of the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement with respect to such Series of Bonds due to a decrease in the then applicable Debt Service Reserve Requirement for any other reason, the excess amount shall be

transferred from the Series Account of the Debt Service Reserve Fund to the related Series Account of the Revenue Fund.
Whenever for any reason on an Interest Payment Date or principal payment date or mandatory redemption date with respect to a related Series of Bonds secured by a Series Account of the Debt Service Reserve Fund the amount in the related Series Interest Account, the related Series Principal Account or the related Series Sinking Fund Account, as the case may be, is insufficient to pay all amounts payable on such Series of Bonds therefrom on such payment dates, the Trustee shall, without further instructions, transfer the amount of any such deficiency from the related Series Account of the Debt Service Reserve Fund into the related Series Interest Account, the related Series Principal Account and the related Series Sinking Fund Account, as the case may be, with priority to the related Series Interest Account and then, proportionately according to the respective deficiencies therein, to the related Series Principal Account and the related Series Sinking Fund Account, to be applied to pay amounts due with respect to a Series of Bonds secured by the Series Account of the Debt Service Reserve Fund on such date.
Notwithstanding the foregoing, in lieu of the required deposits into the related Series Account of the Debt Service Reserve Fund, the Issuer may cause to be deposited into the Series Account of the Debt Service Reserve Fund a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit either in lieu of any cash amount required to be deposited therein in connection with the issuance of any Series of Bonds or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the sum, if any, then on deposit in the Series Account of the Debt Service Reserve Fund, which Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists which cannot be remedied by moneys in any other Fund or Account held pursuant to the Indenture and available for such purpose. Unless otherwise provided in the Supplemental Indenture with  respect to a Series of Bonds, if any such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit is substituted for moneys on deposit in the Series Account of the Debt Service Reserve Fund, or if at any time there are excess moneys in the Series Account of the Debt Service Reserve Fund, the excess moneys in the Series Account of the Debt Service Reserve Fund shall be transferred to and deposited in the related Series Account of the Revenue Fund.  If a disbursement is made from a Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit, the Issuer shall be obligated to either reinstate the maximum limits of such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit immediately following such disbursement or to deposit into the Series Account of the Debt Service Reserve Fund, as provided in the Indenture for restoration of withdrawals from the Series Account of the Debt Service Reserve Fund, funds in the amount of the disbursement made under such Debt Service Reserve Insurance Policy or Debt Service Reserve Letter of Credit.
In the event that upon the occurrence of any deficiency in a Series Interest Account, a Series Principal Account or a Series Sinking Fund Account, the Series Account of the Debt Service Reserve Fund is then funded with a Debt Service Reserve Letter of Credit or Debt

Service Reserve Insurance Policy, the Trustee shall, on an Interest Payment Date or principal payment date or mandatory redemption date to which such deficiency relates, draw upon the Debt Service Reserve Letter of Credit or cause to be paid under the Debt Service Reserve Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy; provided, however, that if at the time of such deficiency the Series Account of the Debt Service Reserve Fund is only partially funded with a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, prior to drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Series Account of the Debt Service Reserve Fund to remedy the deficiency in accordance with the second paragraph of this Section 6.05 and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy, as provided in this sentence. Amounts drawn on the Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be applied as set forth in the second paragraph of this Section 6.05. Any amounts drawn under a Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such Debt Service Reserve Letter of Credit or Debt Service Reserve Insurance Policy.

SECTION 6.06.	BOND REDEMPTION FUND. The Trustee is hereby authorized and
directed to establish a Series Bond Redemption Fund for each Series of Bonds issued hereunder into which shall be deposited, moneys in the amounts and at the times provided in Sections 5.01, 6.01, 6.03, 6.05, 9.08(c) and 9.14(c) of this Master Indenture. The Series Bond Redemption Fund shall constitute an irrevocable trust fund to be applied solely as set forth in the applicable Indenture and shall be held by the Trustee separate and apart from all other Funds and Accounts held under such Indenture and from all other moneys of the Trustee. All earnings on investments held in the Series Bond Redemption Fund shall be retained therein and applied as set forth below.
Moneys in the Series Bond Redemption Fund (including all earnings on investments held in the Series Bond Redemption Fund) shall be accumulated therein to be used in the following order of priority, to the extent that the need therefor arises:
FIRST, (except for prepayments of Special Assessments) to make such deposits into the Series Rebate Fund, if any, as the Issuer may direct in writing in accordance with an arbitrage rebate agreement, such moneys thereupon to be used solely for the purposes specified in said arbitrage rebate agreement. Any moneys so transferred from the Series Bond Redemption Fund to the Series Rebate Fund shall thereupon be free from the lien and pledge of the related Indenture;

SECOND, to be used to call for redemption pursuant to clause (b) of Section 8.01 hereof an amount of Bonds of the applicable Series equal to the amount of money transferred to the Series Bond Redemption Fund pursuant to the aforesaid clauses or provisions, as appropriate, for the purpose of such extraordinary mandatory redemption on the dates and at the prices, including interest due thereon, provided in such clauses or provisions, as appropriate; and
THIRD, the remainder to be utilized by the Trustee, at the written direction of a Responsible Officer, to call for redemption, the Bonds of the applicable Series which are subject to optional redemption pursuant to Section 8.01(a) hereof such amount of Bonds (including interest thereon) of the applicable Series as, with the redemption premium, may be practicable; provided, however, that not less than Five Thousand Dollars ($5,000) principal amount of Bonds of the applicable Series shall be called for redemption at one time.
Any such redemption shall be made in accordance with the provisions of Article VIII of this Master Indenture. The Issuer shall pay all expenses in connection with such redemption.

SECTION 6.07.	DRAWINGS  ON CREDIT FACILITY.	With respect to Bonds in
respect of which there has been issued a Credit Facility, the Trustee shall draw on the Credit Facility in accordance with the provisions for drawing under such Credit Facility, and within the requisite time period, all as set forth in the Credit Facility Agreement or the Supplemental Indenture.

SECTION 6.08.	PROCEDURE WHEN FUNDS ARE SUFFICIENT TO PAY ALL
BONDS OF A SERIES. Unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds, if at any time the moneys held by the Trustee in the Funds and Accounts hereunder (other than the Rebate Fund) and under a Supplemental Indenture and available therefor are sufficient to pay the principal or Redemption Price of, as the case may be, and interest on all Bonds of a Series then Outstanding under such Indenture to maturity or prior redemption, together with any amounts due the Issuer and the Trustee, Paying Agent, Registrar, and Credit Facility Issuer, the Trustee, at the written direction of the Issuer, shall apply the amounts in the Series Funds and Series Accounts to the payment of the aforesaid obligations and the Issuer shall not be required to pay over any further Pledged Revenues with respect to such Series of Bonds unless and until it shall appear that there is a deficiency in the Funds and Accounts held by the Trustee.

SECTION 6.09.	CERTAIN MONEYS TO BE HELD FOR SERIES BONDOWNERS
ONLY. Each Series of Bonds issued pursuant to this Master Indenture and a Supplemental Indenture shall be secured by Pledged Revenues, as set forth herein, and otherwise may be secured by such additional Funds and Accounts and other security (including, but not limited to, Credit Facilities) established by the pertinent Supplemental Indenture. Moneys and investments in the various Funds and Accounts created under a Supplemental Indenture expressly and solely for the benefit of the Series of Bonds issued under such Supplemental

Indenture shall be held in trust by the Trustee for the benefit of the Holders of, and Credit Facility Issuer with respect to, Bonds of that Series only.

SECTION 6.10.	UNCLAIMED  MONEYS	In the event any Bond shall not be
presented for payment when the principal of such Bond becomes due, either at maturity or at the date fixed for redemption of such Bond or otherwise, if amounts sufficient to pay such Bond have been deposited with the Trustee for the benefit of the Owner of the Bond and have remained unclaimed for three (3) years after the date payment thereof becomes due, such amounts shall, upon the written request of the Issuer, if the Issuer is not at the time to the actual knowledge of a Responsible Officer of the Trustee in default with respect to any covenant in the Indenture or the Bonds contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Trustee, before making payment to the Issuer, may, at the expense of the Issuer and if directed by the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
ARTICLE VII
SECURITY FOR AND INVESTMENT OR DEPOSIT OF FUNDS

SECTION 7.01.	DEPOSITS    AND  SECURITY   THEREFOR.	Unless otherwise
provided in the Supplemental Indenture with respect to a Series of Bonds, all moneys received by the Trustee under a Supplemental Indenture for deposit in any Fund or Account established under the Indenture or such Supplemental Indenture shall be considered trust funds, shall not be subject to lien or attachment, except for the lien created by the Indenture, and shall be deposited with the Trustee, until or unless invested or deposited as provided in Section 7.02 hereof. All deposits of moneys received by the Trustee under the Indenture or such  Supplemental Indenture (whether original deposits under this Section 7.01 or deposits or redeposits in time accounts under Section 7.02) shall, to the extent not invested in Investment Securities, and to the extent permitted by law, be fully secured as to both principal and interest earned, by Investment Securities of the types set forth in the definition of Investment Securities and the provisions thereof. If at any time the Trustee is unwilling to accept such deposits or unable to secure them as provided above, the Trustee may deposit such moneys with any other depository which is authorized to receive them and the deposits of which are insured by the Federal Deposit Insurance Corporation (including the FDIC Savings Association Insurance Fund). All deposits in any other depository in excess of the amount covered by insurance (whether under this Section 7.01 or Section 7.02 as aforesaid) shall, to the extent permitted by law, be fully secured as to both principal and interest earned, in the same manner as required herein for deposits with the Trustee. Such security shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000.

SECTION 7.02.	INVESTMENT  OR  DEPOSIT OF FUNDS.	Except  to  the  extent
otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the

Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account in the Debt Service Fund and any Series Bond Redemption Fund created under any Supplemental Indenture only in Government Obligations and securities described in subparagraph (3) or (6), of the definition of Investment Securities. Except to the extent otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, the Trustee shall, as directed by the Issuer in writing, invest moneys held in any Series Account of the Debt Service Reserve Fund in Investment Securities. All deposits in time accounts shall be subject to withdrawal without penalty and all investments shall mature or be subject to redemption by the holder without penalty, not later than the date when the amounts will foreseeably be needed for purposes set forth herein. All securities securing investments under this Section shall be deposited with a Federal Reserve Bank, with the trust department of the Trustee, as authorized by law with respect to trust funds in the State, or with a bank or trust company having a combined net capital and surplus of not less than $50,000,000. The interest and income received upon such investments and any interest paid by the Trustee or any other depository of any Fund or Account and any profit or loss resulting from the sale of securities shall be added or charged to the Fund or Account for which such investments are made; provided, however, that if the amount in any Fund or Account equals or exceeds the amount required to be on deposit therein, subject to Section 6.05 of this Master Indenture and unless otherwise provided in a Supplemental Indenture with respect to a specific Series of Bonds, any interest and other income so received shall be deposited in the related Series Account of the Revenue Fund. Upon the written request of the Issuer, or on its own initiative whenever payment is to be made out of any Fund or Account, the Trustee shall sell such securities as may be requested to make the payment and restore the proceeds to the Fund or Account in which the securities were held. The Trustee shall not be accountable for any depreciation in the value of any such security or for any loss resulting from the sale thereof, except as provided hereinafter. If net proceeds from the sale of securities held in any Fund or Account shall be less than the amount invested and, as a result, the amount on deposit in such Fund or Account is less than the amount required to be on deposit in such Fund or Account, the amount of such deficit shall be transferred to such Fund or Account from the related Series Account of the Revenue Fund.
Absent specific instructions as aforesaid, all moneys in the Funds and Accounts established under the Indenture shall be held uninvested. The Trustee shall not be liable or responsible for any loss or failure to achieve the highest return, or entitled to any gain resulting from any investment or sale upon the investment instructions of the Issuer or otherwise, including that set forth in the first sentence of this paragraph. The Trustee may make any investments permitted by the provisions of this Section 7.02 through its own bond department or investment department or that of its affiliates or subsidiaries and may charge its normal and customary fees for such investments.
The Trustee may conclusively rely upon the Issuer'ʹs written instructions as to both the suitability and legality of all investments directed hereunder or under any Supplemental Indenture. Ratings of investments shall be determined at the time of purchase of such investments and without regard to ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments.

SECTION 7.03.	VALUATION OF FUNDS. Except for the assets on deposit in the
Debt Service Reserve Fund, the Trustee shall value the assets in each of the Funds and Accounts established hereunder or under any Supplemental Indenture within five (5) Business Days  following each November 1 Interest Payment Date. With  respect  to  the  assets  in  the  Debt  Service Reserve Fund, including all accounts established therein, the Trustee shall value such assets  forty-­‐‑five  (45)  days  prior  to  each  Interest  Payment  Date,  and,  in  either  case,  as  soon  as practicable after each such valuation date (but no later than ten  (10)  days  after  each  such valuation date) shall provide the Issuer a report of the status of each Fund and Account as of the valuation date. In computing the assets of any  Fund  or  Account,  investments  and  accrued interest thereon shall be deemed a part thereof, subject to Section 7.02 hereof.   For the purpose        of determining the amount on deposit to the credit of  any  Fund  or  Account  established  hereunder or under any Supplemental Indenture, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value.

SECTION 7.04.	BROKERAGE CONFIRMATIONS. The Issuer acknowledges that to
the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish or make available to the Issuer monthly transaction statements that include detail for all investment transactions made by the Issuer hereunder.

SECTION 7.05.	PATRIOT ACT REQUIREMENTS OF THE TRUSTEE. To help the
government fight the funding  of  terrorism  and  money  laundering  activities,  Federal  law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account.  For a non-­‐‑individual person such as a business entity, a charity, a  trust  or  other  legal  entity,  the  Trustee  will  ask  for  documentation  to  verify  such  non-­‐‑ individual person'ʹs formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents  from  individuals claiming authority to represent the entity or other relevant documentation.
ARTICLE VIII
REDEMPTION AND PURCHASE OF BONDS

SECTION 8.01.	REDEMPTION  DATES AND PRICES.	The Bonds may be made
subject to optional, mandatory and extraordinary redemption and purchase, either in whole or in part, by the Issuer, prior to maturity in the amounts, at the times and in the manner provided in this Article VIII and in a Supplemental Indenture.
Optional Redemption. Bonds of a Series shall be subject to optional redemption at the written direction of the Issuer, at the times and upon payment of the Redemption Price plus the accrued interest to the redemption date, as provided in a Supplemental Indenture.

Extraordinary Mandatory Redemption in Whole or in Part. Except as otherwise provided in a Supplemental Indenture with respect to Bonds of the related Series, Bonds of a Series are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any Interest Payment Date, at an extraordinary mandatory Redemption Price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of Section 9.08(a) hereof; (ii) from moneys deposited into the related Series Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with Section 9.08(b) hereof; (iii) when sufficient moneys are on deposit in the related Series Funds and Accounts (other than the Rebate Fund and any other Fund or Account expressly pledged to a different Series of Bonds as provided in a Supplemental Indenture with respect to a Series of Bonds or any money required to pay Costs of the Project or Deferred Costs) to pay and redeem all Outstanding Bonds of a Series and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the Supplemental Indenture with respect to a Series of Bonds from moneys in excess of the Debt Service Reserve Requirement in the Series Account of the Debt Service Reserve Fund transferred to the Series Bond Redemption Fund pursuant to Section 6.05 hereof; (v) from excess moneys transferred from the Series Account of the Revenue Fund to the Series Bond Redemption Fund in accordance with Section
6.03 of this Master Indenture; (vi) from moneys, if any,  on  deposit  in  the  Series  Bond  Redemption Fund pursuant to Section 9.14(c) hereof following condemnation or the sale of any portion of the District Lands benefited by a Project to a governmental entity under threat of condemnation by such governmental entity or the damage or destruction of all or substantially       all of the Project when such moneys are not to be used pursuant to 9.14(c) to repair, replace or restore   the   Project;   provided,   however,   that   at   least   forty-­‐‑five   (45)   days   prior   to   such extraordinary mandatory redemption, the Issuer shall cause to be delivered to  the  Trustee  (x) notice setting forth the redemption date and (y) a certificate of  the  Consulting  Engineer  confirming that the repair and restoration of the Project would not be economical or would be impracticable; or (vii) from amounts transferred to the Series Account of the Bond Redemption  Fund from the Series Account of the Acquisition and Construction Fund in  accordance  with  Section 5.01(c) hereof.
(c) Mandatory Sinking Fund Redemption. Bonds of a Series shall be subject to mandatory sinking fund redemption at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the years and amounts set forth in a Supplemental Indenture.
In connection with such mandatory sinking fund redemption of Bonds, amounts shall be transferred from the applicable Series Account of the Revenue Fund to the Series Sinking Fund Account of the Debt Service Fund, all as more particularly described in Section 6.03 hereof.

The principal amounts of scheduled Sinking Fund Installments shall be reduced as specified by the Issuer in writing or as provided in Section 8.04 hereof by any principal amounts of the Bonds redeemed pursuant to Section 8.01(a) and (b) hereof or purchased pursuant to Section 6.04 hereof.
Upon any purchase or redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the  Outstanding  principal  amount of Bonds of such Series in substantially equal annual  installments  of  principal  and  interest (subject to rounding to  Authorized  Denominations  of  principal)  over  the  remaining  term of the Bonds of such Series. The Sinking  Fund  Installments  as  so  recalculated  shall  not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds of such Series in any year.   In the event of a redemption or purchase occurring less than forty-­‐‑five (45) days prior to a date on which a  Sinking  Fund  Installment  is  due,  the  foregoing  recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be  made  to  Sinking  Fund  Installments  for  the  immediately succeeding and subsequent years.

SECTION 8.02.	NOTICE OF REDEMPTION AND OF PURCHASE. Except where
otherwise required by a Supplemental Indenture, when required to redeem or purchase Bonds of a Series under any provision of the Indenture or directed to do so by the Issuer, the Trustee shall cause notice of the redemption, either in whole or in part, to be given by Electronic Means or mailed at least thirty (30) but not more than sixty (60) days prior to the redemption or purchase date to all Owners of Bonds to be redeemed or purchased (as such Owners appear on the Bond Register on the fifth (5th) day prior to such mailing), at their registered addresses and also to any Credit Facility Issuer, but failure to mail any such notice or defect in the notice or in the mailing thereof shall not affect the validity of the redemption or purchase of the Bonds of such Series for which notice was duly mailed in accordance with this Section 8.02. Such notice shall be given in the name of the Issuer, shall be dated, shall set forth the Bonds of such Series Outstanding which shall be called for redemption or purchase and shall include, without limitation, the following additional information:
the redemption or purchase date;

the redemption or purchase price;

CUSIP numbers, to the extent applicable, and any other distinctive numbers and
letters;

if less than all Outstanding Bonds of a Series to be redeemed or purchased, the
identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed or purchased;

that on the redemption or purchase date the redemption or purchase price will become due and payable upon surrender of each such Bond or portion thereof called for redemption or purchase, and that interest thereon shall cease to accrue from and after said date;
the place where such Bonds are to be surrendered for payment of the redemption or purchase price, which place of payment shall be a corporate trust office of the Trustee; and
any condition or conditions to be met prior to the redemption of the Bonds of such Series, including, but not limited to receipt of funds sufficient to accomplish the redemption of the Bonds.
If at the time of mailing of notice of an optional redemption or purchase, the Issuer shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Trustee or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date, and such notice shall be of no effect unless such moneys are so deposited.
If the amount of funds deposited with the Trustee for such redemption, or otherwise available, is insufficient to pay the Redemption Price and accrued interest on the Bonds so called for redemption on the redemption date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption.
The notices required to be given by this Section 8.02 shall state that no representation is made as to correctness or accuracy of the CUSIP numbers listed in such notice or printed on the Bonds.

If any required (a) unconditional notice of redemption has been duly given, mailed or waived by the Owners of all Bonds called for redemption or (b) conditional notice of redemption has been so given, mailed or waived and the redemption moneys have been duly deposited with the Trustee or Paying Agent, then in either case, the Bonds called for redemption shall be payable on the redemption date at the applicable Redemption Price plus accrued interest, if any, to the redemption date. Bonds of a Series so called for redemption, for which moneys have been duly deposited with the Trustee, will cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be Outstanding under the provisions of the Indenture.
Payment of the Redemption Price, together with accrued interest, shall be made by the Trustee or Paying Agent to or upon the order of the Owners of the Bonds called for redemption

upon surrender of such Bonds. The Redemption Price of the Bonds to be redeemed, the expenses of giving notice and any other expenses of redemption, shall be paid out of the Fund from which redemption is to be made or by the Issuer, or as specified in a Supplemental Indenture.

SECTION 8.03.	PARTIAL   REDEMPTION  OF  BONDS.	Except to the extent
otherwise provided in a Supplemental Indenture, if less than all of a Series of Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of the Bonds to be called for redemption by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of Bonds of a Series pursuant  to Section 8.01(a), such redemption shall be effectuated by redeeming Bonds of such Series of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of Section 8.01 hereof. In the case of any partial redemption of Bonds of a Series pursuant to Section 8.01(b), such redemption shall be effectuated by redeeming Bonds of such Series pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds of such Series to be redeemed multiplied times a fraction the numerator of which is the principal amount of the Series of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds of such Series outstanding immediately prior to the redemption date.
ARTICLE IX COVENANTS OF THE ISSUER

SECTION 9.01.	POWER TO ISSUE BONDS AND CREATE LIEN. The Issuer is duly
authorized under the Act and all applicable laws of the State to issue the Bonds, to adopt and execute the Master Indenture and to pledge the Pledged Revenues for the benefit of the Bonds of a Series and any Credit Facility Issuer, except to the extent otherwise provided in a Supplemental Indenture. The Pledged Revenues are not and shall not be subject to any other lien senior to or on a parity with the lien created in favor of the Bonds of a Series and any Credit Facility Issuer with respect to such Series. The Bonds and the provisions of the Indenture are and will be valid and legally enforceable obligations of the Issuer in accordance with their respective terms. The Issuer shall, at all times, to the extent permitted by law, defend, preserve and protect the pledge created by the Indenture and all the rights of the Bondholders and any Credit Facility Issuer under the Indenture against all claims and demands of all other Persons whomsoever.

SECTION 9.02.	PAYMENT  OF  PRINCIPAL  AND  INTEREST  ON  BONDS.  The
payment of the principal or Redemption Price of and interest on all of the Bonds of a Series issued under the Indenture shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Revenues, except to the extent otherwise provided in a Supplemental Indenture; and Pledged Revenues in an amount sufficient to pay the principal or Redemption Price of and interest on the Bonds of a Series authorized by the Indenture are hereby irrevocably

pledged to the payment of the principal or Redemption Price of and interest on the Bonds of a Series authorized under the Indenture, as the same become due and payable. The Issuer shall promptly pay the interest on and the principal or Redemption Price of every Bond issued hereunder according to the terms thereof, but shall be required to make such payment only out of the Pledged Revenues.
THE BONDS AUTHORIZED UNDER THE INDENTURE AND THE OBLIGATION EVIDENCED THEREBY SHALL NOT CONSTITUTE A LIEN UPON ANY PROPERTY OF THE ISSUER, INCLUDING, WITHOUT LIMITATION, THE CAPITAL IMPROVEMENT PROGRAM OR ANY PORTION THEREOF IN RESPECT OF WHICH ANY SUCH BONDS ARE BEING ISSUED, OR ANY PART THEREOF, BUT SHALL CONSTITUTE A LIEN ONLY ON THE PLEDGED REVENUES AS SET FORTH IN THE INDENTURE. NOTHING IN THE BONDS AUTHORIZED UNDER THE INDENTURE OR IN THE INDENTURE SHALL BE CONSTRUED AS OBLIGATING THE ISSUER TO PAY THE BONDS OR THE REDEMPTION PRICE THEREOF OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES, OR AS PLEDGING THE FAITH AND CREDIT OF THE ISSUER, THE CITY, THE COUNTY, OR THE STATE OR ANY OTHER POLITICAL SUBDIVISION THEREOF, OR AS OBLIGATING THE ISSUER, THE CITY, THE COUNTY, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS, DIRECTLY OR INDIRECTLY OR CONTINGENTLY, TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR.

SECTION 9.03.	SPECIAL ASSESSMENTS; RE-­‐‑ASSESSMENTS.

Unless otherwise provided by Supplemental Indenture, the Issuer shall levy Special Assessments, and evidence and certify the same to the Tax Collector or shall cause the Property Appraiser to certify the same on the tax roll to the Tax Collector for collection by the Tax Collector and enforcement by the Tax Collector or the Issuer pursuant to the Act, Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes, as applicable, and Section 9.04 hereof, to the extent and in an amount sufficient to pay Debt Service Requirements on all Outstanding Bonds.
If any Special Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or if the Issuer shall be satisfied that any such Special Assessment is so irregular or defective that the same cannot be enforced or collected, or if the Issuer shall have omitted to make such Special Assessment when it might have done so, the Issuer shall either (i) take all necessary steps to cause a new Special Assessment to be made for the whole or any part of said improvement or against any property benefited by said improvement, or (ii) in its sole discretion, make up the amount of such Special Assessment from any legally available moneys, which moneys shall be deposited into the applicable Series Account in the Revenue Fund. In case such second Special Assessment shall be annulled, the Issuer shall obtain and make other Special Assessments until a valid Special Assessment shall be made.

SECTION 9.04.	METHOD OF COLLECTION. Special Assessments shall be collected
by the Issuer in accordance with the provisions of the Act and Chapter 170 or Chapter 197, Florida Statutes, or any successor statutes thereto, as applicable, in accordance with the terms of this Section. Unless otherwise provided by Supplemental Indenture, the Issuer shall use its best efforts to adopt the uniform method for the levy, collection and enforcement of Special Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes thereto, as soon as practicable, or a comparable alternative method afforded by Section 197.3631, Florida Statutes. If using such uniform method, the Issuer shall use its best efforts to enter into one or more written agreements with the Property Appraiser and the Tax Collector, either individually or jointly (together, the "ʺProperty Appraiser and Tax Collector Agreement"ʺ) in order to effectuate the provisions of this Section. The Issuer shall use its best efforts to ensure that any such Property Appraiser and Tax Collector Agreement remains in effect for at least as long as the final maturity of Bonds Outstanding under the Indenture. To  the extent that it is not in the best interests of the Issuer to collect Special Assessments, all or in part, pursuant to the "ʺuniform tax roll collection"ʺ method under Chapter 197, Florida Statutes, the Issuer may elect to collect and enforce Special Assessments, all or in part, pursuant to any available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto. The election to collect and enforce Special Assessments in any year pursuant to any one method shall not, to the extent permitted by law, preclude the Issuer from electing to collect and enforce Special Assessments pursuant to any other method permitted by law in any subsequent year.
Notwithstanding the immediately preceding paragraph or any other provision in this Master Indenture to the contrary, upon the occurrence of an Event of Default, if the Trustee, acting at the written direction of the Majority Owners of a Series of Bonds, requests in writing that the Issuer not use the uniform method, but instead collect and enforce the Special Assessments securing such Series of Bonds pursuant to another available method under the Act, Chapter 170, Florida Statutes, or Chapter 197, Florida Statutes, or any successor statutes thereto, then the Issuer shall collect and enforce said Special Assessments in the manner and pursuant to the method so requested by the Trustee.

SECTION 9.05.	DELINQUENT SPECIAL ASSESSMENTS.  Subject to the provisions
of Section 9.04 hereof, if the owner of any lot or parcel of land assessed for a particular Project shall be delinquent in the payment of any Special Assessment, then such Special Assessment shall be enforced pursuant to the provisions of Chapter 197, Florida Statutes, or any successor statute thereto, including but not limited to the sale of tax certificates and tax deeds as regards such delinquent Special Assessment. In the event the provisions of Chapter 197, Florida Statutes, and any provisions of the Act with respect to such sale are inapplicable by operation of law, then upon the delinquency of any Special Assessment the Issuer may, to the extent permitted by law, utilize any other method of enforcement as provided by Section 9.04 hereof, including, without limitation, declaring the entire unpaid balance of such Special Assessment to be in default and, at its own expense, cause such delinquent property to be foreclosed, pursuant to the provisions of Section 170.10, Florida Statutes, in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of

Chapter 173, Florida Statutes, and Sections 190.026 and 170.10, Florida Statutes, or otherwise as provided by law.

SECTION 9.06.	SALE OF TAX CERTIFICATES AND ISSUANCE OF TAX DEEDS;
FORECLOSURE OF SPECIAL ASSESSMENT LIENS. If the Special Assessments levied and collected under the uniform method described in Section 9.04 are delinquent, then the applicable procedures for issuance and sale of tax certificates and tax deeds for nonpayment shall be followed in accordance with Chapter 197, Florida Statutes, and related statutes. Alternatively, if the uniform method of levy and collection is not utilized, and if any property shall be offered for sale for the nonpayment of any Special Assessment, and no person or persons shall purchase the same for an amount at least equal to the full amount due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any), the property may then be purchased by the Issuer for an amount equal to the balance due on the Special Assessment (principal, interest, penalties and costs, plus attorneys fees, if any) from any legally available funds of the Issuer, and the Issuer shall thereupon receive in its corporate name (or in the name of a special purpose entity) the title to the property for the benefit of the Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, shall have the power and shall use its best efforts to lease or sell such property and deposit all of the net proceeds of any such lease or sale into the related Series Account of the Revenue Fund. Not less than ten (10) days prior to the filing of any foreclosure action or any sale of tax deed as herein provided, the Issuer shall cause written notice thereof to be mailed to the Owners of the Series of Bonds secured by such delinquent Special Assessments. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the Issuer, it shall give written notice thereof to such Owners. The Issuer, either through its own actions or actions caused to be done through the Trustee, agrees that it shall be required to take the measure provided by law for sale of property acquired by it as trustee for the Owners within thirty (30) days after the receipt of the request therefor signed by the Majority Owners of all Outstanding Bonds of the Series payable from Special Assessments assessed on such property.

SECTION 9.07.	BOOKS	AND	RECORDS	WITH	RESPECT	TO	SPECIAL
ASSESSMENTS. In addition to the books and records required to be kept by the Issuer pursuant to the provisions of Section 9.17 hereof, the Issuer shall keep books and records for the collection of the Special Assessments on the District Lands, which such books, records and accounts shall be kept separate and apart from all other books, records and accounts of the Issuer. The District Manager or the District Manager'ʹs designee, at the end of each Fiscal Year, shall prepare a written report setting forth the collections received, the number and amount of delinquencies, the proceedings taken to enforce collections and cure delinquencies and an estimate of time for the conclusion of such legal proceedings. A copy of such report shall, upon written request, be mailed by the Issuer to any Owner.

SECTION 9.08.	REMOVAL   OF   SPECIAL   ASSESSMENT   LIENS.	Except as
otherwise provided in a Supplemental Indenture with respect to a related Series of Bonds the following procedures shall apply in connection with the removal of Special Assessment liens.

At any time from the date of levy of Special Assessments on a parcel of District Lands through the date that is thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments that relate to a Series of Bonds by paying to the Issuer the entire amount of such Special Assessment on such property, without interest. The Issuer may require all landowners to waive such right.
At any time subsequent to thirty (30) days after the related Project has been completed and the Board of the Issuer has adopted a resolution accepting such Project as provided by Section 170.09, Florida Statutes, as amended, any owner of property subject to the Special Assessments may, at its option, require the Issuer to release and extinguish the lien upon its property by virtue of the levy of the Special Assessments by paying to the Issuer the entire amount of the Special Assessment, plus accrued interest to the next succeeding Interest Payment Date (or the second succeeding Interest Payment Date if such prepayment is made within forty (40) calendar days before an Interest Payment Date), attributable to the property subject to Special Assessment owned by such owner. The Issuer may require all landowners to waive such right, or to limit the number of prepayments that may be made.
Upon receipt of a prepayment as described in (a) or (b) above, the Issuer shall immediately pay the amount so received to the Trustee, and the Issuer shall take such action as is necessary to record in the official records of the County an affidavit or affidavits, as the case may be, executed by an authorized officer of the Issuer, to the effect that the Special Assessment has been paid and that such Special Assessment lien is thereby released and extinguished. Except as otherwise provided by a Supplemental Indenture, upon receipt of any such moneys from the Issuer the Trustee shall immediately deposit the same into the applicable Series Bond Redemption Fund to be applied to the redemption of Bonds in accordance with Section 8.01(b)(i) or (ii) hereof, as the case may be.

SECTION 9.09.	DEPOSIT OF SPECIAL ASSESSMENTS. The Issuer covenants to
cause any Special Assessments collected or otherwise received by it to be deposited with the Trustee within five (5) Business Days after receipt thereof for deposit into the applicable Series Account of the Revenue Fund (except that amounts received as prepayments of Special Assessments shall be designated by the Issuer in writing as such upon delivery to the Trustee and shall be deposited directly into the related Series Bond Redemption Fund).

SECTION 9.10.	CONSTRUCTION TO BE ON ISSUER LANDS.   Except for  certain
off site mitigation, roadway, utility connections, landscaping improvements or additional improvements required by the City pursuant to Interlocal Agreement or other applicable law which are or may be outside the District Lands and are required in order for the District Lands to be developed, the Issuer covenants that no part of a Project will be constructed on, over or under lands other than (i) lands good and marketable title to which is owned by the Issuer or other appropriate entity in fee simple, (ii) lands on, over or under which the Issuer or other

appropriate entity shall have acquired perpetual easements for the purposes of the Project, or
lands, including public streets and highways, the right to the use and occupancy of which for such purposes shall be vested in the Issuer or other appropriate entity by law or by valid franchises, licenses, easements or rights of way or other legally effective permissions or approval.

SECTION 9.11.	OPERATION,  USE  AND  MAINTENANCE  OF  PROJECT.	The
Issuer shall establish and enforce reasonable rules and regulations governing the use of a Project owned by the Issuer, and the operation thereof, such rules and regulations to be adopted in accordance with the Act, and the Issuer shall operate, use and maintain the Project owned by the Issuer in accordance with the Act and all other applicable federal and State laws, rules and regulations; the Issuer shall maintain and operate the Project owned by the Issuer in an efficient and economical manner, shall at all times maintain the same in good repair and in sound operating condition and shall make all necessary repairs, renewals and replacements.

SECTION 9.12.	OBSERVANCE	OF	AND	COMPLIANCE	WITH	VALID
REQUIREMENTS. The Issuer shall pay all municipal or governmental charges lawfully levied or assessed upon the Capital Improvement Program or any part thereof or upon any revenues when the same shall become due, and the Issuer shall duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Capital Improvement Program. The Issuer shall not, except as otherwise permitted in Section 9.24 of this Article, create or suffer to be created any lien or charge upon any Project or upon Pledged Revenues, except the lien and charge of the Bonds on the Pledged Revenues.

SECTION 9.13.	PAYMENT OF OPERATING OR MAINTENANCE COSTS BY
STATE OR OTHERS. The Issuer may permit the United States of America, the State, or any of their agencies, departments or political subdivisions to pay all or any part of the cost of maintaining, repairing and operating any Project out of funds other than Pledged Revenues.

SECTION 9.14.	PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE;
MAINTENANCE OF INSURANCE; USE OF INSURANCE AND CONDEMNATION PROCEEDS.
Except as otherwise provided in subsection (d) of this Section, the Issuer will carry or cause to be carried, in respect of any Project, comprehensive general liability insurance (covering bodily injury and property damage) issued by one or more insurance companies authorized and qualified to do business under the laws of the State, in such amounts as is customary for similar operations, or as is more specifically set forth hereinbelow.
At all times, to the extent commercially available, the Issuer shall maintain a practical insurance program, with reasonable terms, conditions, provisions and costs which the District Manager determines will afford adequate protection against loss caused by damage to or destruction of any component of any Project owned by the Issuer. Limits for such coverage will be subject to the Consulting Engineer'ʹs recommendations which are to be provided in an

annual report, as required by Section 9.21 hereof. The Issuer shall also, at all times, maintain a practical comprehensive general liability insurance program with respect to such Project for such coverage, with such reasonable terms, conditions, provisions and costs as the District Manager determines will afford adequate protection against bodily injury and property damage.
All insurance policies of the Issuer relating  to  any  Project  shall  be  carried  with companies authorized to do business in the State, with a Best rating of no less than "ʺA"ʺ as to management and Class "ʺV"ʺ as to financial strength; provided, however, that if, in the opinion of  the District Manager, adequate insurance protection under reasonable terms, conditions, provisions   and   cost   cannot   be   purchased   from   an   insurance   company   with   the   above-­‐‑ designated ratings, then the District Manager, on  behalf  of  the  Issuer,  may  secure  such  insurance protection as the Issuer determines to be in its best interests and otherwise consistent with  the  Indenture;  provided  further,  however,  that  the  Issuer  may  act  as  a  self-­‐‑insurer  in accordance with the requirements of subsection (d) hereof. All policies providing the insurance coverages required by this Section shall designate the Issuer as the loss-­‐‑payee and shall be made payable to the Issuer.
All proceeds received from property damage or destruction insurance and all proceeds received from the condemnation of a Project or any part thereof are hereby pledged by the Issuer as security for the related Series of Bonds and shall be deposited at the option of the Issuer, but subject to the limitations hereinafter described, either (i) into a separate fund to be established by the Trustee for such purpose, and used to remedy the loss, damage or taking for which such proceeds are received, either by repairing the damaged property or replacing the destroyed or taken property, as soon as practicable after the receipt of such proceeds, or (ii) into the related Series Bond Redemption Fund for the purpose of purchasing or redeeming Bonds according to the provisions set forth in Article VIII hereof. The Issuer shall not be entitled to deposit insurance proceeds or condemnation awards into the separate fund described above in clause (i) of this paragraph (and such proceeds and awards shall be deposited directly into the related Series Bond Redemption Fund pursuant to clause (ii) of this paragraph) unless there shall have been filed with the Issuer within a reasonable time after the damage, destruction or condemnation (A) a certificate from the Consulting Engineer that the proceeds of the insurance or condemnation awards deposited into such separate fund, together with other funds available for such purposes, will be sufficient to repair, rebuild, replace or restore such property to substantially the same condition as it was in prior to its damage, destruction or condemnation (taking into consideration any changes, alterations and modifications that the Issuer may desire), (B) an opinion from the Consulting Engineer that the Project can be repaired, rebuilt, replaced or restored within two (2) years following the damage, destruction or condemnation thereof and (C) an opinion of the Consulting Engineer that, in each of the three (3) Fiscal Years following completion of such repair, rebuilding, replacement or restoration, the Issuer will be in compliance with its obligations hereunder. If the certificate described in clause (A) of this paragraph is not rendered because such proceeds or awards are insufficient for such purposes, the Issuer may deposit any other legally available funds in such separate fund in an amount required to enable the Consulting Engineer to render its certificate. If the insurance proceeds or

condemnation awards deposited in such separate fund are more than sufficient to repair the damaged property or to replace the destroyed or taken property, the balance thereof remaining shall be deposited to the credit of the related Series Account in the Revenue Fund.
The Issuer shall be entitled to provide all or a portion of the insurance coverage required by subsections (a) and (b) of this Section through Qualified Self Insurance, provided that the requirements hereinafter set forth in this subsection (d) are satisfied. "ʺQualified Self Insurance"ʺ means insurance maintained through a program of self insurance or insurance maintained with a company or association in which the Issuer has a material interest or of which the Issuer has control, either singly or with others.
Prior to participation in any plan of Qualified Self Insurance not currently in effect, the Issuer shall obtain from the District Manager an evaluation of the proposed plan together with an opinion to the effect that (A) the proposed Qualified Self Insurance plan will provide the coverage required by subsections (a) and (b) of this Section, and (B) the proposed Qualified Self Insurance plan provides for the creation of actuarially sound reserves. The Trustee shall have no duty to review such evaluation.
Each plan of Qualified Self Insurance shall be in written form, shall provide that upon the termination of such plan reserves will be established or insurance acquired in amounts adequate to cover any potential retained liability in respect of the period of self insurance, and shall be reviewed annually by the District Manager or registered actuary who shall deliver to the Issuer a report on the adequacy of the reserves established thereunder in light of claims made. If the District Manager or registered actuary determines that such reserves are inadequate in light of the claims made, he shall make recommendations as to the amount of reserves that should be established and maintained, and the Issuer shall comply with such recommendations. The Trustee shall be under no duty to evaluate the accuracy or sufficiency of any Qualified Self Insurance plan nor determine compliance by the Issuer with the requirements of this Section.
Copies of all recommendations and approvals made by the Consulting Engineer under the provisions of this Section shall be filed with the District Manager.
Within the first six (6) months of each Fiscal Year, the District Manager shall prepare a complete report of the status of the insurance coverages relating to all Projects, such report to include, without being limited thereto, a schedule of all insurance policies required by the Indenture which are then in effect, stating with respect to each policy the name of the insurer, the amount, number and expiration date, and the hazards and the risks covered thereby. The Issuer shall maintain a copy of such report and shall, upon written request, provide a copy to any Owner.

SECTION 9.15.	COLLECTION   OF   INSURANCE   PROCEEDS.	Copies   of   all
insurance policies referred to in Section 9.14 of this Article shall be available at the offices of the Issuer at all reasonable times to the inspection of the Holders of $1,000,000 or more in aggregate

principal amount of the related Series of Bonds and their agents and representatives duly authorized in writing. The Issuer covenants that it will take such action as may be reasonably necessary to demand, collect and sue for any insurance money which may become due and payable under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee. The Trustee is hereby authorized in its own name to  demand, collect, sue and receive any insurance money which may become due and payable under any policies payable to it, subject to the payment of its and its counsel'ʹs fees, costs and expenses and indemnification to its satisfaction.
Any appraisal or adjustment of any loss or damage under any policy of insurance required under the Indenture, whether such policy is payable to the Issuer or to the Trustee, and any settlement or payment of indemnity under any such policy which may be agreed upon by the Issuer and any insurer shall be evidenced by a certificate, signed by the District Manager approved by the Consulting Engineer. The Trustee shall in no way be liable or responsible for the collection of insurance moneys in case of any loss or damage.

SECTION 9.16.	USE OF REVENUES FOR AUTHORIZED PURPOSES ONLY. None
of the Pledged Revenues shall be used for any purpose other than as provided in the Indenture and no contract or contracts shall be entered into or any action taken by the Issuer or the Trustee which will be inconsistent with the provisions of the Indenture.

SECTION 9.17.	BOOKS,  RECORDS  AND ANNUAL REPORTS.	The Issuer shall
keep proper books of record and account in accordance with Generally Accepted Governmental Accounting Principles (separate from all other records and accounts) in which complete and correct entries shall be made of its transactions relating to any Project, and which, together with all other books and records of the Issuer, including, without limitation, insurance policies, relating to any Project, shall at all times be subject during regular business hours to the inspection of the Trustee.

SECTION 9.18.	OBSERVANCE  OF  ACCOUNTING  STANDARDS.	The Issuer
covenants that all the accounts and records of the Issuer relating to any Project will be kept according to Generally Accepted Governmental Accounting Principles consistently applied and consistent with the provisions of the Indenture.

SECTION 9.19.	EMPLOYMENT  OF  CERTIFIED  PUBLIC  ACCOUNTANT.	The
Issuer shall employ or cause to be employed as required a Certified Public Accountant to perform accounting and auditing functions and duties required by the Act and the Indenture.

SECTION 9.20.	ESTABLISHMENT OF FISCAL YEAR, ANNUAL BUDGET. The
Issuer has established a Fiscal Year beginning October 1 of each year and ending September 30 of the following year. The reports and budget of the Issuer shall relate to such Fiscal Year unless and until, in accordance with applicable law, a different Fiscal Year is established by Certified Resolution of the Issuer.

On or before the first day of each Fiscal Year the Issuer shall adopt a final Annual Budget for such Fiscal Year for the payment of anticipated operating and maintenance expenses and shall supply a copy of such budget promptly upon the approval thereof to any  Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose. If for any reason the Issuer shall  not have adopted the Annual Budget on or before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the new Annual Budget, be deemed in force for the ensuing Fiscal Year. The Issuer may at any time adopt an amended or supplemental Annual Budget for the remainder of the current Fiscal Year, and when such amended or supplemental Annual Budget is approved it shall be treated as the official Annual Budget under the Indenture. Copies of such amended or supplemental Annual Budget shall be mailed by the Issuer to any Bondholders who shall have so requested in writing and shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.21. ENGINEER'ʹS REPORT.

EMPLOYMENT OF CONSULTING ENGINEER; CONSULTING

The Issuer shall, for the purpose of performing and carrying out the duties imposed on the Consulting Engineer by the Indenture, employ one or more Independent engineers or engineering firms or corporations having a statewide and favorable repute for skill and experience in such work.
The Issuer shall cause the Consulting Engineer to make an inspection of the portions of the Capital Improvement Program owned by the Issuer at least once in each Fiscal Year and, on or before the first day of July in each Fiscal Year, to submit to the Board a report setting forth (i) its findings as to whether such portions of the Capital Improvement Program owned by the Issuer have been maintained in good repair, working order and condition, and
its recommendations as to:

the proper maintenance, repair and operation of any Project owned by the Issuer during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes; and
the insurance to be carried under the provisions of Section 9.14 hereof and the amount that should be set aside monthly for the purpose of paying insurance premiums which fall due less often than monthly.
Promptly after the receipt of such reports by the Issuer, copies thereof shall be mailed by the Issuer to all Bondholders who shall have filed their names and addresses with the Secretary of the Board for such purpose.

SECTION 9.22.	AUDIT REPORTS.   The Issuer covenants that, no later than the  date
required by State law, which is currently nine (9) months after the end of each Fiscal Year, it will cause an audit to be made by a Certified Public Accountant covering all receipts and moneys then on deposit with or in the name of the Trustee or the Issuer and any security held therefor

and any investments thereof. Copies of such audit reports shall be filed with the District Manager and the Secretary of the Board, and mailed by said Secretary to the Consulting Engineer and to all Bondholders who shall have filed their names and addresses with him for such purpose. If the material required to be in such audit also appears in the annual report of the Issuer provided for in Section 9.17 hereof in a manner that can be readily identified, then the filing of a copy of such annual audit shall satisfy the requirement of this Section.

SECTION 9.23.

SECTION 9.24.

[RESERVED].

COVENANT AGAINST SALE OR ENCUMBRANCE; EXCEPTIONS.

Subject to Section 9.28 hereof, the Issuer covenants that, (a) except for those improvements comprising the Capital Improvement Program that are to be conveyed by the Issuer to the City, the County, the State, or another governmental entity and (b) except as in this Section permitted, it will not sell, lease or otherwise dispose of or encumber the Capital Improvement Program, or any part thereof. The Issuer may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments or other movable property acquired by it from the proceeds of a Series of Bonds or from Pledged Revenues if the District Manager shall determine, with the approval of the Consulting Engineer, that such items are no longer needed or are no longer useful in connection with the construction, maintenance and operation of the Project financed with such Series of Bonds, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or, at the written direction of the Issuer shall be deposited to the credit of the related Series Account in the Revenue Fund.
Upon any sale of property relating to a Project, the aggregate of which in any thirty (30) day period exceeds Fifty Thousand Dollars ($50,000) under the provisions of this Section, the Issuer shall provide written notice to the Trustee of the property so sold and the amount and disposition of the proceeds thereof.
The Issuer may lease or grant easements, franchises or concessions for the use of any part of the Capital Improvement Program not incompatible with the maintenance and operation thereof, if the Consulting Engineer shall approve such lease, easement, franchise or concession in writing, and the net proceeds of any such lease, easement, franchise or concession (after the making of provision for payment from said proceeds of all costs incurred in financing, constructing, operating, maintaining or repairing such leases, easements, franchises or concessions) shall be deposited as received to the credit of related Series Account in the Revenue Fund.

SECTION 9.25.	FIDELITY BONDS. Every officer, agent or employee of the Issuer
having custody or control of any of the Pledged Revenues shall be bonded by a responsible corporate surety in an amount not less than the greatest amount reasonably anticipated to be within the custody or control of such officer, agent or employee at one time. The premiums on such surety bonds shall be paid by the Issuer as an expense of operation and maintenance of a Project.

SECTION 9.26.	NO LOSS OF LIEN ON PLEDGED REVENUES. The Issuer shall
not do or omit to do, or suffer to be done or omit to be done, any matter or thing whatsoever whereby the lien of the Bonds on the Pledged Revenues or any part thereof, or the priority thereof, would be lost or impaired; provided, however, that this Section shall not prohibit the Trustee from transferring moneys to the Rebate Fund held by the Trustee under any arbitrage rebate agreement.

SECTION 9.27.	COMPLIANCE	WITH	OTHER	CONTRACTS	AND
AGREEMENTS. The Issuer shall comply with and abide by all of the terms and conditions of any and all contracts and agreements which the Issuer enters into in connection with the Capital Improvement Program and the issuance of the Bonds.

SECTION 9.28.	ISSUANCE  OF ADDITIONAL OBLIGATIONS.	The Issuer shall
not issue any obligations other than the Bonds payable from Pledged Revenues, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, payable from Pledged Revenues except as provided in Section 6.01 hereof with respect to the reimbursement due any Credit Facility Issuer.

SECTION 9.29.	EXTENSION	OF	TIME	FOR	PAYMENT	OF	INTEREST
PROHIBITED. The Issuer shall not directly or indirectly extend or assent to an extension of time for payment of any claim for interest on any of the Bonds and shall not directly or indirectly be a party to or approve any arrangement therefor by purchasing or funding or in any manner keeping alive any such claim for interest; no claim for interest which in any way, at or after maturity, shall have been transferred or pledged apart from the Bonds to which it relates or which shall in any manner have been kept alive after maturity by extension or by purchase thereof by or on behalf of the Issuer, shall be entitled, in case of a default hereunder, to any benefit or security under the Indenture except after the prior payment in full of the principal of all Bonds and claims for interest appertaining thereto not so transferred, pledged, kept alive or extended.

SECTION 9.30.	FURTHER  ASSURANCES.	The Issuer shall not enter into any
contract or take any action by which the rights of the Trustee or the Bondholders may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of the Indenture.

SECTION 9.31.	USE   OF   BOND   PROCEEDS   TO   COMPLY  WITH INTERNAL
REVENUE CODE. The Issuer covenants to the Holders of the Bonds that it will not make or direct the making of any investment or other use of the proceeds of any Bonds issued hereunder which would cause such Bonds to be "ʺarbitrage bonds"ʺ as that term is defined in Section 148 (or any successor provision thereto) of the Code or "ʺprivate activity bonds"ʺ as that term is defined in Section 141 (or any successor provision thereto) of the Code, and that it will comply with the requirements of such Code section and related regulations throughout the term of such Bonds. The Issuer hereby further covenants and agrees to comply with the procedures and covenants contained in any arbitrage rebate agreement executed in connection with the issuance of each

Series of Bonds for so long as compliance is necessary in order to maintain the exclusion from gross income for federal income tax purposes of interest on each Series of Bonds.

SECTION 9.32.	CORPORATE	EXISTENCE	AND	MAINTENANCE	OF
PROPERTIES. For so long as any Bonds are Outstanding hereunder, unless otherwise  provided by the Act, the Issuer shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require the Capital Improvement Program, and all parts thereof owned by the Issuer to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby; and (b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.

SECTION 9.33.	CONTINUING DISCLOSURE.	The Issuer hereby covenants and
agrees that it will comply with and carry out all of the provisions of a Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Issuer or any other party obligated pursuant to a Continuing Disclosure Agreement to comply with such Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Majority Owners of a Series of Bonds and receipt of indemnity to its satisfaction, shall) or any Holder of the Bonds or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Issuer to comply with its obligations under this Section 9.33.

SECTION 9.34.	PROVISIONS	RELATING	TO	BANKRUPTCY	OR
INSOLVENCY OF LANDOWNER. The provisions of this Section 9.34 shall apply both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least five percent (5%) of the Special Assessments securing a Series of Bonds (an "ʺInsolvent Taxpayer"ʺ) 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 "ʺProceeding"ʺ), except where such tax parcel shall be homestead property. For as long as any Series of Bonds remain outstanding, in any Proceeding involving the Issuer, any Insolvent Taxpayer, any Series of Bonds or any Special Assessments securing a Series of Bonds, the Issuer shall be obligated to act in accordance with direction from the Trustee with regard to all matters directly or indirectly affecting the Series of Bonds or for as long as any such Series of Bonds remain Outstanding.
The Issuer further acknowledges and agrees that, although a Series of Bonds may be issued by the Issuer, the Owners of the Series of Bonds are categorically a party with a financial stake in the transaction and, consequently, a party with a vested interest in a Proceeding. In the event of any Proceeding involving any Insolvent Taxpayer:
the Issuer hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any

other action or position in any Proceeding or in any action related to a Proceeding that affects,   either directly or indirectly, the Special Assessments securing a Series of Bonds, such Series of  Bonds or any rights of the Trustee under the Indenture that is inconsistent with any direction      from the Trustee; provided, however, that the Trustee shall be deemed to  have  consented,  on behalf of the Majority Owners of Outstanding Bonds of a Series, to the proposed action if the Issuer does not receive a written response from the Trustee within forty-­‐‑five (45) days following written request to a Responsible Officer of the Trustee for such consent;
the Trustee shall have the right, but is not obligated to (unless directed by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), (i) vote in any such Proceeding any and all claims of the Issuer, except for any claims the Issuer may have related to the Issuer'ʹs operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds and (ii) file any motion, pleading, plan or objection in any such Proceeding on behalf of the Issuer, except for any claims the Issuer may have related to the Issuer'ʹs operation and maintenance assessments or other claims unrelated to the Special Assessments securing a Series of Bonds or such Series of Bonds, including without limitation, motions seeking relief from the automatic stay, dismissal of the Proceeding, valuation of the property belonging to the Insolvent Taxpayer, termination of exclusivity, and objections to disclosure statements, plans of liquidation or reorganization, and motions for use of cash collateral, seeking approval of sales or post-­‐‑petition financing; and, if the Trustee chooses to exercise any such rights (or is directed in writing by the Majority Owners of Outstanding Bonds of a Series and receipt by Trustee of indemnity satisfactory to the Trustee), the Issuer shall be deemed to have appointed the Trustee as its agent and granted to the Trustee an irrevocable power of attorney coupled with an interest, and its proxy, for the purpose of exercising any and all rights and taking any and all actions available to the Issuer in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute any claims, to propose and prosecute a plan, to vote to accept or reject a plan, and to make any election under Section 1111(b) of the United States Bankruptcy Code; and
the Issuer shall not challenge the validity or amount of any claim submitted in such Proceeding by the Trustee in good faith or any valuations of the lands owned by any Insolvent Taxpayer submitted by the Trustee in good faith in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee'ʹs enforcement of the Issuer claim with respect to the Special Assessments securing a Series of Bonds or receipt of adequate protection (as that term is defined in the United States Bankruptcy Code).
Without limiting the generality of the foregoing, the Issuer agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Special Assessments securing a Series of Bonds, (ii) to deliver to the Issuer a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the provisions of paragraph (a) above, nothing in this Section 9.34 shall preclude the Issuer from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the Issuer shall be free to pursue such a claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the Issuer in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee'ʹs rights or directions with respect to the Special Assessments securing a Series of Bonds whether such claim is pursued by the Issuer or the Trustee.
Notwithstanding anything herein to the contrary, the Trustee shall not be required to take any action with respect to a Proceeding unless it has been directed in writing by the Majority Owners and has received indemnity satisfactory to it.
ARTICLE X
EVENTS OF DEFAULT AND REMEDIES

SECTION 10.01.   EVENTS  OF  DEFAULT AND  REMEDIES.	Except to the extent
otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, events of default and remedies with respect to each Series of Bonds shall be as set forth in this Master Indenture.

SECTION 10.02. EVENTS OF DEFAULT DEFINED. Each of the following shall be an
"ʺEvent of Default"ʺ under the Indenture, with respect to a Series of Bonds:

if payment of any installment of interest on any Bond of such Series is not made when it becomes due and payable; or
if payment of the principal or Redemption Price of any Bond of such Series is not made when it becomes due and payable at maturity or upon call or presentation for redemption; or
if the Issuer, for any reason, fails to, or is rendered incapable of fulfilling its obligations under the Indenture or under the Act; or
if the Issuer proposes or makes an assignment for the benefit of creditors or enters into a composition agreement with all or a material part of its creditors, or a trustee, receiver, executor, conservator, liquidator, sequestrator or other judicial representative, similar or dissimilar, is appointed for the Issuer or any of its assets or revenues, or there is commenced any proceeding in liquidation, bankruptcy, reorganization, arrangement of debts, debtor rehabilitation, creditor adjustment or insolvency, local, state or federal, by or against the Issuer and if such is not vacated, dismissed or stayed on appeal within ninety (90) days; or
if the Issuer defaults in the due and punctual performance of any other covenant in the Indenture or in any Bond of such Series issued pursuant to the Indenture and such default continues for sixty (60) days after written notice thereof that requires the same to be

remedied shall have been given to the Issuer by the Trustee, which notice may be given by the Trustee in its discretion and which notice shall be given by the Trustee at the written request of the Majority Owners of the Bonds of such Series; provided, however, that if such performance requires work to be done, actions to be taken, or conditions to be remedied, which by their nature cannot reasonably be done, taken or remedied, as the case may be, within such sixty (60) day period, no Event of Default shall be deemed to have occurred or exist if, and so long as the Issuer shall commence such performance within such sixty (60) day period and shall diligently and continuously prosecute the same to completion;
written notice shall have been received by the Trustee from a Credit Facility Issuer securing Bonds of such Series that an event of default has occurred under the Credit Facility Agreement, or there shall have been a failure by said Credit Facility Issuer to make said Credit Facility available or to reinstate the interest component of said Credit Facility in accordance with the terms of said Credit Facility, to the extent said notice or failure is established as an event of default under the terms of a Supplemental Indenture;
The  Trustee  withdraws  more  than  twenty-­‐‑five  percent  (25%)  of  the  available funds from a Series Account of the Debt Service Reserve Fund established to pay Debt Service Requirements for a Series of Bonds and such amount is not  replenished  within  twelve  (12)  months of the date of  withdrawal  (including  from  collections  of  delinquent  Special Assessments); or
More   than   twenty-­‐‑five   percent   (25%)   of   the   operation   and   maintenance assessments levied and collected directly by the Issuer on District Lands subject to the Special Assessments securing such Series of Bonds are not paid within ninety  (90) days of the  date  such are due and payable ("ʺDelinquent Direct Billed Operation and Maintenance Assessments"ʺ).
An Event of Default with respect to a Series of Bonds shall not be an Event of Default as to any other Series of Bonds, unless otherwise provided in a Supplemental Indenture.

SECTION 10.03. NO ACCELERATION. No Series of Bonds issued under this Master
Indenture shall be subject to acceleration.

SECTION 10.04. LEGAL PROCEEDINGS BY TRUSTEE. If any Event of Default with
respect to a Series of Bonds has occurred and is continuing, the Trustee, in its discretion may, and upon the written request of the Majority Owners of the Outstanding Bonds of such Series and receipt of indemnity to its satisfaction shall, in its capacity as Trustee:
by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Holders of the Bonds of such Series, including, without limitation, the right to require the Issuer to carry out any agreements with, or for the benefit of, the Bondholders of the Bonds of such Series and to perform its or their duties under the Act;
bring suit upon the Series of Bonds;

by action or suit in equity require the Issuer to account as if it were the trustee of an express trust for the Holders of the Bonds of such Series;
by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Holders of the Bonds of such Series; and
by other proceeding in law or equity, exercise all rights and remedies provided for by any other document or instrument securing such Series of Bonds.

SECTION 10.05.   DISCONTINUANCE  OF  PROCEEDINGS BY TRUSTEE.	If any
proceeding taken by the Trustee on account of any Event of Default is discontinued or is determined adversely to the Trustee, the Issuer, the Trustee, the Paying Agent and the Bondholders shall be restored to their former positions and rights hereunder as though no such proceeding had been taken.

SECTION 10.06.   BONDHOLDERS  MAY DIRECT PROCEEDINGS.	The Majority
Owners of the Outstanding Bonds of a Series then subject to remedial proceedings under this Article X shall have the right to direct the method and place of conducting all remedial proceedings by the Trustee under the Indenture, provided that such directions shall not be otherwise than in accordance with law or the provisions of the Indenture.

SECTION 10.07.  LIMITATIONS	ON	ACTIONS	BY	BONDHOLDERS.	No
Bondholder shall have any right to pursue any remedy hereunder unless (a) the Trustee shall have been given written notice of an Event of Default, (b) the Majority Owners of the Outstanding Bonds of the applicable Series shall have requested the Trustee, in writing, to exercise the powers hereinabove granted or to pursue such remedy in its or their name or names, (c) the Trustee shall have been offered indemnity satisfactory to it against costs, expenses and liabilities (including reasonable counsel fees, costs and expenses), and (d) the Trustee shall have failed to comply with such request within a reasonable time.

SECTION 10.08. TRUSTEE MAY ENFORCE RIGHTS WITHOUT POSSESSION OF
BONDS. All rights under the Indenture and a Series of Bonds may be enforced by the Trustee without the possession of any of the Bonds of such Series or the production thereof at the trial or other proceedings relative thereto, and any proceeding instituted by the Trustee shall be brought in its name for the ratable benefit of the Holders of the Bonds of such Series.

SECTION 10.09.  REMEDIES	NOT	EXCLUSIVE.	Except	as	limited	under
Section 15.01 of this Master Indenture, no remedy contained in the Indenture is intended to be exclusive of any other remedy or remedies, and each remedy is in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 10.10. DELAYS AND OMISSIONS NOT TO IMPAIR RIGHTS. No delay
or omission in respect of exercising any right or power accruing upon any Event of Default shall impair such right or power or be a waiver of such Event of Default, and every remedy given by this Article X may be exercised from time to time and as often as may be deemed expedient.

SECTION 10.11.   APPLICATION  OF  MONEYS  IN  EVENT   OF  DEFAULT.	Any
moneys received by the Trustee or the Paying Agent, as the case may be, in connection with any proceedings brought under this Article X with respect to a Series of Bonds shall be applied in the following priority:
to the payment of the costs of the Trustee, the Registrar and Paying Agent incurred in connection with actions taken under this Article X with respect to such Series of Bonds, including reasonable counsel fees, costs and expenses and any disbursements of the Trustee, the Registrar and the Paying Agent and payment of unpaid fees and expenses owed to the Trustee, the Registrar and the Paying Agent.
unless the principal of all the Bonds of such Series shall have become due and payable:

FIRST: to payment of all installments of interest then due on the Bonds of such Series in the order of maturity of such installments of interest, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any preference or priority of one installment of interest over any other installment; and
SECOND: to payment to the persons entitled thereto of the unpaid principal or Redemption Price of any of the Bonds of such Series which shall have become due in the order of their due dates, with interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full the principal or Redemption Price coming due on such Bonds on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any preference or priority of one such Bond of a Series over another or of any installment of interest over another.
If the principal of all Bonds of a Series shall have become due and payable, to the payment of principal or Redemption Price (as the case may be) and interest then owing on the Bonds of such Series and in case such moneys shall be insufficient to pay the same in full, then to the payment of principal or Redemption Price and interest ratably, without preference or priority of one Bond of such Series over another or of any installment of interest over any other installment of interest.
Any surplus remaining after the payments described above shall be paid to the Issuer or to the Person lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

For purposes of the application of moneys described above, to the extent payments of principal of and interest on a Series of Bonds shall have been made under a Credit Facility relating thereto, the Credit Facility Issuer shall be entitled to moneys in the related Series

Accounts in the Debt Service Fund in accordance with the agreement pursuant to which such Credit Facility has been issued (but subject to subsection (a) hereof and Section 11.04 hereof) and the Certified Resolution of the Issuer authorizing the issuance of such Bonds to which such Credit Facility relates.

SECTION 10.12. TRUSTEE'ʹS RIGHT TO RECEIVER; COMPLIANCE WITH ACT.
The Trustee shall be entitled as of right to the appointment of a receiver and the Trustee, the Bondholders and any receiver so appointed shall have such rights and powers and be subject to such limitations and restrictions as are contained in the Act and other applicable law of the State. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law.

SECTION 10.13. TRUSTEE AND BONDHOLDERS ENTITLED TO ALL REMEDIES
UNDER ACT. It is the purpose of this Article to provide such remedies to the Trustee and Bondholders as may be lawfully granted under the provisions of the Act and other applicable laws of the State; if any remedy herein granted shall be held unlawful, the Trustee and the Bondholders shall nevertheless be entitled to every other remedy provided by the Act and other applicable laws of the State. It is further intended that, insofar as lawfully possible, the provisions of this Article X shall apply to and be binding upon any receiver appointed in accordance with Section 10.12 hereof.

SECTION 10.14. CREDIT FACILITY ISSUER'ʹS RIGHTS UPON EVENTS OF
DEFAULT. Anything in the Indenture to the contrary notwithstanding, if any Event of Default has occurred and is continuing while a Credit Facility securing all or a portion of such Bonds of a Series Outstanding is in effect, the Credit Facility Issuer shall have the right, in lieu of the Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility, by an instrument in writing, executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under the Indenture, or exercising any trust or power conferred on the Trustee by the Indenture. Said direction shall be controlling to the extent the direction of Owners of the Series of Bonds (or portion thereof) secured by said Credit Facility would have been controlling under this Article. If the Credit  Facility Issuer shall be in default in the performance of its obligations under the Credit Facility, said Credit Facility Issuer shall have no rights under this Section.

SECTION 10.15.   ISSUER COVENANTS AFTER EVENT OF DEFAULT..   The  Issuer
covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of this Master Indenture and the applicable Supplemental Indenture, the provisions for the collection of delinquent Special Assessments, the provisions for the foreclosure of liens of delinquent Special Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the written direction of, and on behalf of, the Majority Owners, from time to time, of the applicable Series of

Bonds. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners and allowed pursuant to Federal or State law, the Issuer acknowledges and agrees that (i) upon failure of any property owner to pay an installment of Special Assessments collected directly by the Issuer when due, that the entire Special Assessments related to the applicable Series of Bonds on the tax parcel as to which such delinquent Special Assessment pertains, with interest and penalties thereon, shall immediately become due and payable and the Issuer shall cause to be commenced the necessary legal proceedings for the foreclosure of liens of delinquent Special Assessments related to the applicable Series of Bonds with respect to such tax parcel, including interest and penalties and (ii) the foreclosure proceedings shall be prosecuted to a sale and conveyance of the property involved in said proceedings as now provided by law in suits to foreclose mortgages. Notwithstanding anything to the contrary  herein, the Issuer shall be entitled to first recover from any foreclosure before such proceeds are applied to the payment of principal or interest on the Bonds, all fees and costs expended in connection with such foreclosure, regardless of whether such fees and costs are included as part of the Special Assessments, as defined herein.
ARTICLE XI
THE TRUSTEE; THE PAYING AGENT AND REGISTRAR

SECTION 11.01.   ACCEPTANCE OF  TRUST.	The Trustee accepts and agrees to
execute the trusts hereby created, but only upon the additional terms set forth in this Article XI, to all of which the parties hereto the Bondholders and any Credit Facility Issuer agree. The Trustee shall act as Trustee under this Indenture. Except during the continuance of an Event of Default, the Trustee shall have only such duties as are expressly set forth herein, and no duties shall be implied on the part of the Trustee. In case any Event of Default has occurred and is  continuing, the Trustee shall exercise such of the rights and powers vested in it by this Master Indenture, and use the same degree of care and skill in their exercise, as a reasonably prudent man would exercise or use under the circumstances in the conduct of his own affairs.

SECTION 11.02.   NO  RESPONSIBILITY FOR RECITALS.	The recitals, statements
and representations in this Master Indenture or in the Bonds, save only the Trustee'ʹs Certificate of Authentication, if any, upon the Bonds, have been made by the Issuer and not by the Trustee and the Trustee shall be under no responsibility for the correctness thereof.

SECTION 11.03.  TRUSTEE MAY ACT THROUGH AGENTS; ANSWERABLE ONLY
FOR WILLFUL MISCONDUCT OR NEGLIGENCE. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of Counsel concerning all questions hereunder and the advice of such Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Trustee hereunder in good faith and reliance thereon. The Trustee shall not be answerable for the default or misconduct of any attorney or agent selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under the Indenture nor for anything whatever in connection with the trust hereunder, except only its own negligence or willful misconduct. The permissive right of

the Trustee to take actions enumerated in this Master Indenture shall not be constructed as a duty.

The Trustee shall not be accountable for the use or application of any of the Bonds or the proceeds thereof or for the use or application of any money paid over by the Trustee so long as it does so in accordance with the provisions of this Master Indenture. The Trustee shall have no responsibility with respect to any information, statement or recital in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the Bonds and shall have no responsibility for compliance with any state or federal securities laws in connection with the Bonds. None of the provisions of this Master Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Master Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

SECTION 11.04.   COMPENSATION AND INDEMNITY.	The Issuer shall pay  the
Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, and shall, to the extent permitted by law and specifically without waiving its sovereign immunity protection, indemnify and hold the Trustee harmless against any liabilities which it may incur in the proper exercise and performance of its powers and duties hereunder, except with respect to its own willful misconduct or negligence. If the Issuer defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys held by the Trustee, or coming into its hands and payable to the Issuer (but exclusive of the Rebate Fund and moneys from a drawing on any Credit Facility), which right of payment shall be prior to the right of the Holders of the Bonds. The provision for indemnity shall survive the termination of the Indenture and, as to any Trustee, its removal or resignation as Trustee. Notwithstanding anything herein to the contrary, no provision of this Master Indenture shall require the Trustee to expend or risk its own funds.

SECTION 11.05. NO DUTY TO RENEW INSURANCE. The Trustee shall be under no
duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the Issuer to require or effect or renew insurance or to report or file claims of loss thereunder.

SECTION 11.06.   NOTICE  OF  DEFAULT; RIGHT  TO  INVESTIGATE. The Trustee
shall give written notice by Electronic Means or first-­‐‑class mail to registered Holders of a Series

of Bonds of all defaults known to the Trustee, unless such defaults have been remedied (the term "ʺdefaults"ʺ for purposes of this Section and Section 11.07 being defined to include the events specified as "ʺEvents of Default"ʺ in Article X hereof, but not including any notice or periods of grace provided for therein); provided that, except in the case of a default in payment of principal or interest or Redemption Price, the Trustee may withhold such notice so long as it in good faith determines that such withholding is in the interest of the Bondholders. The Trustee shall not be deemed to have notice of any default other than a payment default under the Indenture or a notification by a Credit Facility Issuer of a default under its Credit Facility, unless notified in writing of such default by the Majority Owners of the Outstanding Bonds of a Series. The Trustee may, however, at any time require of the Issuer full information as to the performance of any covenant hereunder, and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the Issuer, an investigation into the affairs of the Issuer.

SECTION 11.07.   OBLIGATION  TO  ACT  ON  DEFAULTS.	The Trustee shall be
under no obligation to take any action in respect of any default or otherwise, unless it is requested in writing to do so by the Majority Owners of the Outstanding Bonds which are or would be, upon the taking of such action, subject to remedial proceedings under Article X of this Master Indenture, and if in the Trustee'ʹs opinion such action may tend to involve expense or liability, unless it is also furnished with indemnity satisfactory to it. The Trustee shall have no responsibility for actions taken at the direction of the Majority Owners.

SECTION 11.08. RELIANCE BY TRUSTEE. The Trustee shall conclusively rely upon
and shall be fully protected in acting on any requisition, resolution, notice, telegram, Electronic Means, facsimile transmission, request, consent, waiver, certificate, statement, affidavit, voucher, bond, or other paper or document which it in good faith believes to be genuine and to have been passed, signed or given by the persons purporting to be authorized (which in the case of the Issuer shall be a Responsible Officer) or to have been prepared and furnished pursuant to any of the provisions of the Indenture; the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.

SECTION 11.09. TRUSTEE MAY DEAL IN BONDS. The Trustee may in good faith
buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Bondholders may be entitled to take with like effect as if the Trustee were not a party to the Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the Issuer; provided, however, that if the Trustee determines that any such relation is in conflict with its duties under the Indenture, it shall eliminate the conflict or resign as Trustee.

SECTION 11.10. CONSTRUCTION OF AMBIGUOUS PROVISIONS. The Trustee
may construe any ambiguous or inconsistent provisions of the Indenture, and except as otherwise provided in Article XIII of this Master Indenture, any construction by the Trustee shall be binding upon the Bondholders. The Trustee shall give prompt notice to the Issuer of any intention to make such construction.

SECTION 11.11.   RESIGNATION  OF  TRUSTEE.	The Trustee may resign and be
discharged of the trusts created by the Indenture by written resignation filed with the Secretary       of the Issuer not less than sixty (60) days before the date when such resignation is to take effect. Notice   of   such   resignation   shall   be   sent   by   Electronic   Means   or   first-­‐‑class   mail   to   each Bondholder as its name and address appears on the Bond Register and to any Paying Agent if       not also the Trustee, Registrar if not also the Trustee, Authenticating Agent and Credit Facility Issuer, if any, at least sixty (60) days before  the  resignation  is to  take  effect.  Such  resignation  shall take effect on the day specified in the Trustee'ʹs notice of resignation unless  a  successor Trustee is previously appointed, in which event the resignation shall take effect immediately on    the appointment of such  successor;  provided,  however,  that  notwithstanding  the  foregoing,  such resignation shall not take effect until  a  successor  Trustee  has  been  appointed.  If  a  successor Trustee has not been appointed within sixty (60) days after the Trustee has given its   notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has  been duly appointed.   Notice of such resignation shall also be given to any rating agency that     shall then have in effect a rating on any of the Bonds.

SECTION 11.12. REMOVAL OF TRUSTEE. The Trustee may be removed at any time
by either (a) the Issuer, if no default exists under the Indenture, or (b) an instrument or concurrent instruments in writing, executed by the Majority Owners of the Bonds then Outstanding and filed with the Issuer. A photographic copy of any instrument or instruments filed with the Issuer under the provisions of this paragraph, duly certified by a Responsible Officer, shall be delivered promptly by the Issuer to the Trustee and to any Paying Agent, Registrar, Authenticating Agent and Credit Facility Issuer, if any.

SECTION 11.13. APPOINTMENT OF SUCCESSOR TRUSTEE. If the Trustee or any
successor Trustee resigns or is removed or dissolved, or  if  its  property  or  business  is  taken  under the control of any state or federal court or administrative body, a vacancy shall forthwith  exist in the office of the Trustee, and the Issuer shall appoint a successor and shall mail notice of such appointment by first-­‐‑class mail to each Bondholder as its name and address appear on the Bond Register, and  to  the  Paying  Agent, Registrar, Authenticating  Agent, Credit Facility  Issuer,  if any, and any rating agency that shall then have in effect a rating on any of the Bonds. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation or removal as the date   when such resignation or removal was to take effect, the Majority Owners of all Bonds then Outstanding may appoint a successor Trustee.

SECTION 11.14.   QUALIFICATION OF SUCCESSOR.  A successor Trustee shall be  a
bank or trust company with trust powers, having a combined net capital and surplus of at least
$50,000,000.

SECTION 11.15.   INSTRUMENTS OF SUCCESSION.  Subject to Section 11.16 hereof,
any successor Trustee shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder and thereupon, such successor Trustee, without any

further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein. The Trustee ceasing to act hereunder, after deducting all amounts owed to the Trustee, shall pay over to the successor Trustee all moneys held by it hereunder and, upon written request of the successor Trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument or instruments prepared by the Issuer transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the predecessor Trustee, except for its rights under Section 11.04 hereof.

SECTION 11.16. MERGER OF TRUSTEE. Any corporation into which any Trustee
hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Trustee under the Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation continuing to act as Trustee hereunder shall meet the requirements of Section 11.14 hereof, and if such corporation does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article XI. The Trustee may not resign as the Paying Agent or the Registrar without resigning as Trustee.

SECTION 11.17.    EXTENSION   OF   RIGHTS   AND   DUTIES   OF   TRUSTEE   TO
PAYING AGENT AND REGISTRAR.   The provisions of Sections 11.02, 11.03, 11.04, 11.08,
11.09, 11.10 and 11.16 hereof are hereby made applicable to the Paying Agent and the Registrar, as appropriate, and any Person serving as Paying Agent and/or Registrar, hereby enters into and agrees to comply with the covenants and agreements of the Indenture applicable to the Paying Agent and Registrar, respectively.

SECTION 11.18.   RESIGNATION   OF   PAYING   AGENT OR  REGISTRAR.	The
Paying Agent or Registrar may resign and be discharged of the duties created by the Indenture       by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the Issuer, the Trustee, and any rating agency that shall then have in effect a rating on any of the Bonds, not less than forty-­‐‑five (45) days before the date specified in such instrument when such resignation shall take effect, and         by giving written notice of such resignation not less than three  (3)  weeks  prior  to  such  resignation date to the Bondholders, mailed to their addresses as such appear  in  the  Bond  Register. Such resignation shall take effect on the date specified  in  such  instrument and  notice,  but only if a successor Paying Agent or Registrar shall have been appointed as  hereinafter  provided, in which event such resignation shall take effect immediately upon  the appointment       of such successor Paying Agent or  Registrar.  If  the  successor  Paying  Agent  or  Registrar  shall not have been appointed within a period  of  sixty  (60) days following  the  giving  of notice, then the Paying Agent or Registrar shall be authorized to petition any court of competent jurisdiction     to appoint a successor Paying Agent or Registrar as provided in Section 11.22 hereof.

SECTION 11.19.   REMOVAL  OF  PAYING  AGENT OR REGISTRAR.	The Paying
Agent or Registrar may be removed at any time prior to any Event of Default by the Issuer by filing with the Paying Agent or Registrar to be removed, and with the Trustee, an instrument or instruments in writing executed by the Issuer appointing a successor, or an instrument or instruments in writing designating, and accompanied by an instrument or appointment by the Issuer of, such successor. Such removal shall be effective thirty (30) days (or such longer period as may be set forth in such instrument) after delivery of the instrument; provided, however, that no such removal shall be effective until the successor Paying Agent or Registrar appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder.

SECTION 11.20.  APPOINTMENT	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR. In case at any time the Paying Agent or Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Registrar, as the case may be, and a successor shall be appointed by the Issuer; and in case at any time the Paying Agent or Registrar shall resign, then a successor shall be appointed by the Issuer. After any such appointment, notice of such appointment shall be given by the Issuer to the predecessor Paying Agent or Registrar, the successor Paying Agent or Registrar, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. Any new Paying Agent or Registrar so appointed shall immediately, and without further act, supersede the predecessor Paying Agent or Registrar.

SECTION 11.21.  QUALIFICATIONS	OF	SUCCESSOR	PAYING	AGENT	OR
REGISTRAR. Every successor Paying Agent or Registrar (a) shall be a commercial bank or  trust company (i) duly organized under the laws of the United States or any state or territory thereof, (i) authorized by law to perform all the duties imposed upon it by the Indenture and
capable of meeting its obligations hereunder, and (b) shall have a combined net capital and surplus of at least $50,000,000.

SECTION 11.22. JUDICIAL APPOINTMENT OF SUCCESSOR PAYING AGENT
OR REGISTRAR. In case at any time the Paying Agent or Registrar shall resign and no appointment of a successor Paying Agent or Registrar shall be made pursuant to the foregoing provisions of this Master Indenture prior to the date specified in the notice of resignation as the date when such resignation is to take effect, the retiring Paying Agent or Registrar may forthwith apply to a court of competent jurisdiction for the appointment of a successor Paying Agent or Registrar. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor Paying Agent or Registrar. Notice of such appointment shall be given by the Successor Registrar or Paying Agent to the Issuer, the Trustee, Credit Facility Issuer, if any, any rating agency that shall then have in effect a rating on any of the Bonds, and all Bondholders. In the absence of such an appointment, the Trustee shall become the Registrar or Paying Agent, and shall so notify the Issuer, any rating agency that shall have issued a rating on the Bonds, and all Bondholders.

SECTION 11.23. ACCEPTANCE OF DUTIES BY SUCCESSOR PAYING AGENT OR
REGISTRAR. Any successor Paying Agent or Registrar shall become duly vested with all the estates, property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Registrar herein. Upon written request of such Paying Agent or Registrar, such predecessor Paying Agent or Registrar and the Issuer shall, after payment of such Paying Agent or Registrar'ʹs fees and expenses, execute and deliver an instrument transferring to such successor Paying Agent or Registrar all the estates, property, rights and powers hereunder, except for its rights under Section 11.04 hereof, of such predecessor Paying Agent or Registrar and such predecessor Paying Agent or Registrar shall pay over and deliver to the successor Paying Agent or Registrar all moneys and other assets at the time held by it hereunder.

SECTION 11.24.  SUCCESSOR	BY	MERGER	OR	CONSOLIDATION.	Any
corporation into which any Paying Agent or Registrar hereunder may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Paying Agent or Registrar hereunder shall be a party, or any corporation which shall have purchased substantially all of the bond administration business of the corporate trust department shall be the successor Paying Agent or Registrar under the Indenture without the execution or filing of any paper or any further act on the part of the parties thereto, anything in the Indenture to the contrary notwithstanding.
ARTICLE XII
ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF BONDS

SECTION 12.01. ACTS OF BONDHOLDERS; EVIDENCE OF OWNERSHIP OF
BONDS. Any action to be taken by Bondholders may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Bondholders in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be provided by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution. Any action by the Owner of any Bond shall bind all future Owners of the same Bond in respect of anything done or suffered by the Issuer, Trustee, Paying Agent or Registrar in pursuance thereof.

SECTION 13.01.

ARTICLE XIII AMENDMENTS AND SUPPLEMENTS
AMENDMENTS	AND	SUPPLEMENTS	WITHOUT

BONDHOLDERS' ʹ CONSENT.  This  Master  Indenture  and  any  Supplemental  Indenture  may be amended or supplemented, from time to time, without the consent of the Bondholders, by a Supplemental Indenture authorized by a Certified Resolution  of  the  Issuer  filed  with  the  Trustee, for one or more of the following purposes:

to add additional covenants of the Issuer or to surrender any right or power herein conferred upon the Issuer;
for any purpose not inconsistent with the terms of the Indenture, or to cure any ambiguity or to cure, correct or supplement any defective provision (whether because of any inconsistency with any other provision hereof or otherwise) of the Indenture, in such manner as shall not impair the security hereof or thereof or adversely affect the rights and remedies of the Bondholders;
to provide for the execution of any and all contracts and other documents as may be required in order to effectuate the conveyance of any Project to the State, the City or any department, agency or branch thereof, or any other unit of government of the State, provided, however, that the Issuer shall have caused to be delivered to the Trustee an opinion of Bond Counsel stating that such conveyance shall not impair the security hereof or adversely affect the rights and remedies of the Bondholders; and
to make such changes as may be necessary in order to reflect amendments to Chapters 170, 190 and 197, Florida Statutes, so long as, in the opinion of counsel to the Issuer, such changes either: (i) do not have an adverse effect on the Holders of the Bonds; or (ii) if such changes do have an adverse effect, that they nevertheless are required to be made as a result of such amendments.

SECTION 13.02. AMENDMENTS WITH BONDHOLDERS' ʹ CONSENT. Subject to
the provisions of Section 13.03 hereof, this Master Indenture may be amended from time to time by a Supplemental Indenture and any Supplemental Indenture approved by the Majority Owners of the Bonds then Outstanding in the case of the Master Indenture, and of the Series of Bonds then Outstanding and secured by such Supplemental Indenture in the case of an amendment of a Supplemental Indenture; provided that with respect to (a) the interest payable upon any Bonds, (b) the dates of maturity or redemption provisions of any Bonds, (c) this Article XIII and (d) the security provisions hereunder or under any Supplemental Indenture, which may only be amended by approval of the Owners of all Bonds to be so amended.

SECTION 13.03. TRUSTEE AUTHORIZED TO JOIN IN AMENDMENTS AND
SUPPLEMENTS; RELIANCE ON COUNSEL. The Trustee is authorized to join in the execution and delivery of any Supplemental Indenture or amendment permitted by this Article XIII and in so doing may conclusively rely on a written opinion of Counsel at the expense of the Issuer that such Supplemental Indenture or amendment is so permitted and has been duly authorized by the Issuer and that all things necessary to make it a valid and binding agreement have been done. The Trustee shall not be obligated to enter into any Supplemental Indenture or amendment that imposes additional obligations on the Trustee or adversely affects the Trustee'ʹs rights and remedies hereunder.

SECTION 14.01.

ARTICLE XIV DEFEASANCE
DEFEASANCE. When interest on, and principal or Redemption Price

(as the case may be) of, the Bonds of a Series or any portion thereof to be defeased have been paid, or there shall have been deposited with the Trustee or such other escrow agent designated in a Certified Resolution of the Issuer (the "ʺEscrow Agent"ʺ) moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys, remaining uninvested, will provide sufficient moneys to fully pay (i) such Bonds of a Series or portion thereof to be defeased, and (ii) any other sums payable hereunder by the Issuer, the right, title and interest of the Trustee with respect to such Bonds of a Series or portion thereof to be defeased shall thereupon cease, the lien of the Indenture on the Pledged Revenues, and the Funds and Accounts established under the Indenture shall be defeased and discharged, and the Trustee, on written demand of the Issuer, shall release the Indenture as to such Bonds of a Series or portion thereof to be so defeased and shall execute such documents to evidence such release as may be reasonably required by the Issuer and shall turn over to the Issuer or to such Person, body or authority as may be entitled to receive the same all balances remaining in any Series Funds and Accounts upon the defeasance in whole of all of the Bonds of a Series.

SECTION 14.02.   DEPOSIT  OF  FUNDS FOR  PAYMENT OF  BONDS. If  the  Issuer
deposits with the Escrow Agent moneys sufficient, or Defeasance Securities, the principal of and interest on which, when due, together with any moneys remaining uninvested, will provide sufficient moneys to pay the principal or Redemption Price of any Bonds of a Series becoming due, either at maturity or by redemption or otherwise, together with all interest accruing thereon to the date of maturity or such prior redemption, and reimburses or causes to be reimbursed or pays or causes to be paid the other amounts required to be reimbursed or paid under Section 14.01 hereof, interest on such Bonds of a Series shall cease to accrue on such date of maturity or prior redemption and all liability of the Issuer with respect to such Bonds of a Series shall likewise cease, except as hereinafter provided; provided, however, that (a) if any Bonds are to be redeemed prior to the maturity thereof, notice of the redemption thereof shall have been duly given in accordance with the provisions of Section 8.02 hereof, or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of such notice, and (b) in the event that any Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days following a deposit of moneys with the Escrow Agent, in accordance with this Section, the Issuer shall have given the Escrow Agent, in form satisfactory to the Escrow Agent, irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the Bond Register, a notice stating that a deposit in accordance with this Section has been made with the Escrow Agent and that the Bonds to which such notice relates are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price (as the case may be) of, and interest on, said Bonds of a Series. Thereafter such Bonds shall be deemed not to be Outstanding hereunder and the Owners of such Bonds shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Bonds, and the Escrow Agent shall hold such funds in trust for such Owners. At

the time of the deposit referred to above, there shall be delivered to the Escrow Agent a verification from a firm of independent certified public accountants stating that the principal of and interest on the Defeasance Securities, together with the stated amount of any cash remaining on deposit with the Escrow Agent, will be sufficient without reinvestment to pay the remaining principal of, redemption premium, if any, and interest on such defeased Bonds.
Money so deposited with the Escrow Agent which remains unclaimed three (3) years after the date payment thereof becomes due shall, upon written request of the Issuer, if the Issuer is not at the time to the actual knowledge of a responsible officer of the Escrow Agent in default with respect to any covenant in the Indenture or the Bonds of such Series contained, be paid to the Issuer; and the Owners of the Bonds for which the deposit was made shall thereafter be limited to a claim against the Issuer; provided, however, that the Escrow Agent, before making payment to the Issuer, may, at the written direction and expense of the Issuer, cause a notice to be published in an Authorized Newspaper, stating that the money remaining unclaimed will be returned to the Issuer after a specified date.
ARTICLE XV MISCELLANEOUS PROVISIONS

SECTION 15.01. LIMITATIONS ON RECOURSE. No personal recourse shall be had
for any claim based on the Indenture or the Bonds against any member of the Board of the Issuer, officer, employee or agent, past, present or future, of the Issuer or of any successor body as such, either directly or through the Issuer or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise.
The Bonds are payable solely from the Pledged Revenues, and any other moneys held by the Trustee under the Indenture for such purpose. There shall be no other recourse under  the Bonds, the Indenture or otherwise, against the Issuer or any other property now or hereafter owned by it.

SECTION 15.02.  PAYMENT DATES. In any case where an Interest Payment Date or
the maturity date of the Bonds or the date fixed for the redemption of any Bonds shall be other than a Business Day, then payment of interest, principal or Redemption Price need not be made on such date but may be made on the next succeeding Business Day, with the same force and effect as if made on the due date, and no interest on such payment shall accrue for the period after such due date if payment is made on such next succeeding Business Day.

SECTION 15.03.   NO   RIGHTS   CONFERRED	ON   OTHERS.	Nothing herein
contained shall confer any right upon any Person other than the parties hereto and the Holders of the Bonds.

SECTION 15.04.   ILLEGAL  PROVISIONS  DISREGARDED.	If   any   term   of the
Indenture or the Bonds or the application thereof for any reason or circumstances shall to any extent be held invalid or unenforceable, the remaining provisions or the application of such

terms or provisions to Persons and situations other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision hereof and thereof shall be valid and enforced to the fullest extent permitted by law.

SECTION 15.05. SUBSTITUTE NOTICE. If for any reason it shall be impossible to
make publication of any notice required hereby in a newspaper or newspapers, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice.

SECTION 15.06.  NOTICES.	Any notice, demand, direction, request or other
instrument authorized or required by the Indenture to be given to or filed with the Issuer or the Trustee shall be deemed to have been sufficiently given or filed for all purposes of the Indenture if and when personally delivered and receipted for, or sent by registered United States mail, return receipt requested, addressed as follows:
As to the Issuer:	Cypress Bluff Community Development District
c/o Government Management Services, LLC 475 West Town Place, Suite 114
World Golf Village
St. Augustine, Florida 32092 Attention: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 South Monroe Street, Suite 300
Tallahassee, Florida 32301 Attention: Katie Buchanan, Esq.

As to the Trustee:	The Bank of New York Mellon Trust Company, N.A.
10161 Centurion Parkway North Jacksonville, Florida 32256 Attention: Corporate Trust

Any of the foregoing may, by notice sent to each of the others, designate a different or additional address to which notices under the Indenture are to be sent.
All documents received by the Trustee under the provisions of the Indenture and not required to be redelivered shall be retained in its possession, subject at all reasonable times to the inspection of the Issuer, any Consultant, any Bondholder and the agents and representatives thereof as evidence in writing.
The Trustee shall have the right to accept and act upon directions or instructions given pursuant to this Master Indenture or any other document reasonably relating to the Bonds and delivered using Electronic Communications (defined below); provided, however, that the Issuer shall provide to the Trustee an incumbency certificate listing Authorized Officers with the

authority to provide such directions or instructions (each an “Authorized Officer”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Trustee directions or instructions using Electronic Communications and the Trustee in its discretion elects to act upon such directions or instructions, the Trustees’ understanding of such directions or instructions shall be deemed controlling. The Issuer understands and agrees that the Trustee cannot determine the identity of the actual sender of such directions or instructions and that the Trustee shall conclusively presume that directions or instructions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such directions or instructions to the Trustee and that all Authorized Officers treat applicable user and authorization codes, passwords and/or authentication keys as confidential and with extreme care. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such directions or instructions notwithstanding such directions or instructions conflict or are inconsistent with a subsequent written direction or written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Communications to submit directions or instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized directions or instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting directions or instructions to the Trustee and that there may be more secure methods of transmitting directions or instructions;
that the security procedures (if any) to be followed in connection with its transmission of
directions or instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Communications” shall mean the following communications methods: Electronic Means, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

SECTION 15.07.  CONTROLLING LAW.	The Indenture shall be governed by and
construed in accordance with the laws of the State without regard to conflict of law principles.

SECTION 15.08.   SUCCESSORS AND ASSIGNS.	All the covenants, promises and
agreements in the Indenture contained by or on behalf of the Issuer or by or on behalf of the Trustee shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not.

SECTION 15.09.   HEADINGS  FOR CONVENIENCE ONLY.	The table of contents
and descriptive headings in this Master Indenture are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 15.10.  COUNTERPARTS. This Master Indenture may be executed in any
number of counterparts, each of which when so executed and delivered shall be an original; but such counterparts shall together constitute but one and the same instrument.

SECTION 15.11. APPENDICES AND EXHIBITS. Any and all appendices or exhibits
referred to in and attached to this Master Indenture are hereby incorporated herein and made a part hereof for all purposes.

IN WITNESS WHEREOF, the Cypress Bluff Community Development District has caused this Master Indenture to be executed by the Chair of its Board and its corporate seal to be hereunto affixed, attested by the Secretary or Assistant Secretary of its Board and The Bank of New York Mellon Trust Company, N.A. has caused this Master Indenture to be executed by one of its corporate officers, all as of the day and year first above written.
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT
[SEAL]

Attest:	By:   	
Chair, Board of Supervisors

Secretary/Assistant Secretary, Board of Supervisors

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, as Trustee, Paying Agent and Registrar

By:   	
Title: Vice President

EXHIBIT A
LEGAL DESCRIPTION OF
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

[TO COME]

EXHIBIT B

DESCRIPTION OF THE CAPITAL IMPROVEMENT PROGRAM

The Capital Improvement Program is the Improvement Plan described in the Improvement Plan for the Cypress Bluff Community Development District as adopted by the District at its meeting on August 1, 2018, as may be amended from time to time.

EXHIBIT C  [FORM OF BOND]
The following legend shall appear on the Bond only if the Bonds are privately placed:

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED UPON THE EXEMPTION FROM REGISTRATION AVAILABLE UNDER SECTION 3(a)(2) THEREOF, AND MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY TO AN "ʺACCREDITED INVESTOR,"ʺ AS SUCH TERM IS DEFINED IN 17 C.F.R. SECTION 230.501(a), OR ANY SUCCESSOR PROVISION THERETO, IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO BELOW.
R-­‐‑______	$__________

UNITED STATES OF AMERICA STATE OF FLORIDA
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND,
SERIES [	]

Interest Rate	Maturity Date	Date of Original Issuance	CUSIP
____________ __, 20__ Registered Owner:   	 Principal Amount:   	
KNOW ALL PERSONS BY THESE PRESENTS that the Cypress Bluff Community Development District (the "ʺIssuer"ʺ), for value received, hereby promises to pay to the registered owner shown above or registered assigns, on the date specified above, from the sources hereinafter mentioned, upon presentation and surrender hereof at the designated corporate trust office of The Bank of New York Mellon Trust Company, N.A. in Jacksonville, Florida, as paying agent (said The Bank of New York Mellon Trust Company, N.A. and/or any bank or trust company to become successor paying agent being herein called the "ʺPaying Agent"ʺ), the Principal Amount set forth above with interest thereon at the Interest Rate per annum set forth above, computed on 360-­‐‑day year of twelve 30-­‐‑day months, payable on the first day of May and November of each year; provided, however, that presentation shall not be required while Bonds are registered in book-­‐‑entry only.  Principal of this Bond is payable at the designated corporate trust office of the Paying Agent in lawful money of the United States of America. Interest on

this Bond is payable by check or draft of the Paying Agent made payable to the registered owner and mailed on each Interest Payment Date to the address of the registered owner as such name and address shall appear on the registry books of the Issuer maintained by The Bank of New York Mellon Trust Company, N.A., as Registrar (and any successor Registrar being herein called the "ʺRegistrar"ʺ) at the close of business on the fifteenth day of the calendar month preceding each interest payment date or the date on which the principal of a Bond is to be paid (the "ʺRecord Date"ʺ). Such interest shall be payable from the most recent interest payment date next preceding the date of authentication hereof to which interest has been paid, unless the date of authentication hereof is a May 1 or November 1 to which interest has been paid, in which case from the date of authentication hereof, or unless such date of authentication is prior to
_________, 20___, in which case from the date of original issuance identified on the face of this Bond, or unless the date of authentication hereof is between a Record Date and the next succeeding interest payment date, in which case from such interest payment date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such Record Date and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent, notice whereof shall be given to Bondholders of record as of the fifth (5th) day prior to such mailing, at their registered addresses, not less than ten (10) days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, as more fully provided in the Indenture (defined below). Capitalized terms used herein and not otherwise defined shall be as defined the Indenture.
THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF THE PLEDGED REVENUES PLEDGED THEREFOR UNDER THE INDENTURE AND NEITHER THE PROPERTY, THE FULL FAITH AND CREDIT, NOR THE TAXING POWER OF THE ISSUER, THE CITY OF JACKSONVILLE, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF, IS PLEDGED AS SECURITY FOR THE PAYMENT OF THE BONDS, EXCEPT THAT THE ISSUER IS OBLIGATED UNDER THE INDENTURE TO LEVY AND TO COLLECT, SPECIAL ASSESSMENTS (AS DEFINED IN THE INDENTURE) TO SECURE AND PAY THE BONDS. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER, THE CITY OF JACKSONVILLE, FLORIDA, THE STATE OF FLORIDA, OR ANY OTHER POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by execution of the Trustee, or such other authenticating agent as may be appointed by the Trustee under the Indenture, of the certificate of authentication attached hereto.
This Bond is one of an authorized issue of Bonds of the Cypress Bluff Community Development District, a community development district duly created, organized and existing under Chapter 190, Florida Statutes (the Uniform Community Development District Act of 1980),  as  amended  (the  "ʺAct"ʺ)  and  Ordinance  No.  2018-­‐‑335  of  the  City  Council  of  the  City  of Jacksonville, Florida, enacted on June 26, 2018 and effective on June 29, 2018, as amended,

designated as "ʺCypress Bluff Community Development  District  Special  Assessment  Bonds,  Series	"ʺ (the "ʺBonds"ʺ), in the aggregate principal  amount of 	Dollars
($ 	) of like date, tenor and effect, except as to number. The Bonds are being issued  under authority of the laws and Constitution of the State of Florida, including particularly the Act, to pay a portion of the costs of the design, acquisition and construction of facilities and basic comprising the Issuer'ʹs Capital Improvement Program, or any other project improvements pursuant to the Act. The Bonds shall be issued as fully registered Bonds in authorized denominations, as set forth in the Indenture. The Bonds are issued under and secured by a Master Trust Indenture dated as of [ ] 1, 2018, (the "ʺMaster Indenture"ʺ), as amended and supplemented by a ___________ Supplemental Trust Indenture dated as of ___________ 1, 20__ (the "ʺSupplemental Indenture"ʺ and together with the Master Indenture, the "ʺIndenture"ʺ), each by and between the Issuer and the Trustee, executed counterparts of which are on file at the designated corporate trust office of the Trustee in Jacksonville, Florida.
Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of the Bonds issued under the Indenture, the operation and application of the Debt Service Fund and other Funds and Accounts (each as defined in the Indenture) charged with and pledged to the payment of the principal of, premium, if any, and the interest on the Bonds, the levy and the collection of Special Assessments, the nature and extent of the security for the Bonds, the terms and conditions on which the Bonds are issued, the rights, duties and obligations of the Issuer and of the Trustee under the Indenture, the conditions under which such Indenture may be amended without the consent of the registered owners of Bonds, the conditions under which such Indenture may be amended with the consent of the Majority Owners of the Bonds Outstanding, and as to other rights and remedies of the registered owners of the Bonds.
The registered owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.
It is expressly agreed by the registered owner of this Bond that such registered owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the Issuer, the City of Jacksonville, Florida, the State of Florida or any other political subdivision thereof, or taxation in any form of any real or personal property of the Issuer, the City of Jacksonville, Florida, the State of Florida or any other political subdivision thereof, for the payment of the principal of, premium, if any, and interest on this Bond or the making of any other sinking fund and other payments provided for in the Indenture, except for Special Assessments to be assessed and levied by the Issuer as set forth in the Indenture.
By the acceptance of this Bond, the registered owner hereof assents to all the provisions of the Indenture.

This Bond is payable from and secured by Pledged Revenues, as such term is defined in the Indenture, all in the manner provided in the Indenture. The Indenture provides for the levy and  the  evidencing  and  certifying,  of  non-­‐‑ad  valorem  assessments  in  the  form  of  Special Assessments to secure and pay the Bonds.
The Bonds are subject to redemption prior to maturity in the amounts, at the times and in the manner provided below. All payments of the redemption price of the Bonds shall be made on the dates specified below. Upon any redemption of Bonds other than in accordance with scheduled Sinking Fund Installments, the Issuer shall cause to be recalculated and delivered to the Trustee revised Sinking Fund Installments recalculated so as to amortize the Outstanding principal amount of Bonds in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Bonds. The Sinking Fund Installments as so recalculated shall not result in an increase in the aggregate of the Sinking Fund Installments for all Bonds in any year. In the  event of a redemption or purchase occurring less than 45 days prior to a date on which a Sinking Fund Installment is due, the foregoing recalculation shall not be made to Sinking Fund Installments due in the year in which such redemption or purchase occurs, but shall be made to Sinking Fund Installments for the immediately succeeding and subsequent years.
Optional Redemption

The Bonds are subject to redemption at the option of the Issuer in whole or in part at any time on or after __________ 1, ____, at the redemption prices (expressed as percentages of principal amount to be redeemed) set forth below, plus accrued interest to the redemption date, upon notice from the Issuer to the Trustee as set forth in the Indenture.
Redemption Period
(Both Dates Inclusive)	Redemption Price
_________ 1, ____ to ________ 31, ____	$
_________ 1, ____ to ________ 31, ____
_________ 1,	and thereafter

Mandatory Sinking Fund Redemption
The Bonds are subject to mandatory sinking fund redemption on May 1 in the years and in the principal amounts set forth below at a redemption price of 100% of their principal amount plus accrued interest to the date of redemption. Such principal amounts shall be reduced as specified by the Issuer by the principal amount of any Bonds redeemed pursuant to optional or extraordinary mandatory redemption as set forth above or purchased and cancelled pursuant to the provisions of the Indenture.

Year

Principal Amount of
Bonds to be Paid	Year

Principal Amount of Bonds to be Paid

Extraordinary Mandatory Redemption in Whole or in Part

The Bonds are subject to extraordinary mandatory redemption prior to maturity by the Issuer in whole, on any date, or in part, on any interest payment date, at an extraordinary mandatory redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption date, (i) from moneys deposited into the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands in accordance with the provisions of the Section 9.08(a) of the Indenture; (ii) from moneys deposited into the Bond Redemption Fund following the payment in full of Special Assessments on any portion of the District Lands as a result of any prepayment of Special Assessments in accordance with the provisions of Section 9.08(b) of the Indenture; (iii) when sufficient moneys are on deposit in the related Funds and Accounts (other than the Rebate Fund and any other fund or account as provided in the Supplemental Indenture) to pay and redeem all Outstanding Bonds and accrued interest thereon to the redemption date in addition to all amounts owed to Persons under the Indenture; (iv) unless otherwise provided in the applicable Supplemental Indenture from moneys in excess of the Debt Service Reserve Requirement in the Debt Service Reserve Fund transferred to the Bond Redemption Fund pursuant to the Indenture; (v) from excess moneys transferred from the Revenue Fund to the Bond Redemption Fund in accordance with the Indenture; or (vi) from amounts transferred to the Series Account of the Bond Redemption Fund from the Series Account of the Acquisition and Construction Fund in accordance with the Indenture.
Notice of Redemption

The Trustee shall cause notice of redemption to be mailed at least thirty (30) but not more than sixty (60) days prior to the date of redemption to all registered owners of Bonds to be redeemed (as such owners appear on the books of the Registrar on the fifth (5th) day prior to such mailing) and to certain additional parties as set forth in the Indenture; provided, however, that failure to mail any such notice or any defect in the notice or the mailing thereof shall not affect the validity of the redemption of the Bonds for which such notice was duly mailed in accordance with the Indenture. If less than all of the Bonds shall be called for redemption, the notice of redemption shall specify the Bonds to be redeemed. On the redemption date, the Bonds called for redemption will be payable at the designated corporate trust office of the Paying Agent and on such date interest shall cease to accrue, such Bonds shall cease to be entitled to any benefit under the Indenture and such Bonds shall not be deemed to be outstanding under the provisions of the Indenture and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price

thereof. If the amount of funds so deposited with the Trustee, or otherwise available, is insufficient to pay the redemption price and interest on all Bonds so called for redemption on such date, the Trustee shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and interest on any Bonds not paid shall continue to accrue, as provided in the Indenture.
Partial Redemption of Bonds.

If less than all the Bonds of a maturity are to be redeemed, the Trustee shall select the particular Bonds or portions of Bonds to be redeemed by lot in such reasonable manner as the Trustee in its discretion may determine. In the case of any partial redemption of  Bonds pursuant to an optional redemption, such redemption shall be effectuated by redeeming Bonds of such maturities in such manner as shall be specified by the Issuer in writing, subject to the provisions of the Indenture. In the case of any partial redemption of Bonds pursuant to an extraordinary mandatory redemption, such redemption shall be effectuated by redeeming Bonds pro rata among the maturities, treating each date on which a Sinking Fund Installment is due as a separate maturity for such purpose, with the portion to be redeemed from each maturity being equal to the product of the aggregate principal amount of Bonds to be redeemed multiplied times a fraction the numerator of which is the principal amount of Bonds of such maturity outstanding immediately prior to the redemption date and the denominator of which is the aggregate principal amount of all Bonds outstanding immediately prior to the redemption date.

The Issuer shall keep books for the registration of the Bonds at the corporate trust office of the Registrar in Jacksonville, Florida. Subject to the restrictions contained in the Indenture, the Bonds may be transferred or exchanged by the registered owner thereof in person or by his attorney duly authorized in writing only upon the books of the Issuer kept by the Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or his duly authorized attorney. In all cases in which the privilege of transferring or exchanging Bonds is exercised, the Issuer shall execute and the Trustee or such other authenticating agent as may be appointed by the Trustee under the Indenture shall authenticate and deliver a new Bond or Bonds in authorized form and in like aggregate principal amount in accordance with the provisions of the Indenture. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee, Paying Agent or the Registrar, duly executed by the Bondholder or his attorney duly authorized in writing. Transfers and  exchanges shall be made without charge to the Bondholder, except that the Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Neither the Issuer nor the Registrar on behalf of the Issuer shall be required (i) to issue transfer or exchange any Bond during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds selected for redemption and ending at the close of business

on the day of such mailing, or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part.
The Issuer, the Trustee, the Paying Agent and the Registrar may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Registrar as the absolute owner thereof (whether or not such Bond shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuer, the Trustee, the Paying Agent or the Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest on such Bond as the same becomes due, and for all other purposes. All such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer, the Trustee, the Paying Agent, nor the Registrar shall be affected by any notice to the contrary.
It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed, precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable thereto, including particularly the Act, and that the issuance of this Bond, and of the issue of the Bonds of which this Bond is one, is in full compliance with all constitutional and statutory limitations or provisions.
[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Cypress Bluff Community Development District has caused this Bond to be signed by the facsimile signature of the Chair of its Board of Supervisors and a facsimile of its seal to be imprinted hereon, and attested by the facsimile signature of the Secretary or Assistant Secretary of its Board of Supervisors, all as of the date hereof.
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

[SEAL]

By:	 Name:	 Title: Chair, Board of Supervisors

(SEAL)

Attest:

By:	 Name:	 Title: Secretary/Assistant Secretary
Board of Supervisors

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds delivered pursuant to the within mentioned Indenture.

Date of Authentication	, 20__

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

By:   	
Authorized Officer

STATEMENT OF VALIDATION

This Bond is one of a series of Bonds which were validated by judgment of the Circuit Court of the Fourth Judicial Circuit of Florida, in and for Duval County, Florida, rendered on the ____ day of	, 2018.

Chair, Board of Supervisors

Assistant Secretary, Board of Supervisors

ABBREVIATIONS

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

TEN COM	-­‐‑	as tenants in common	
TEN ENT	-­‐‑	as tenants by the entireties	
JT TEN	-­‐‑	as joint tenants with rights of survivorship and	
		not as tenants in common	
UNIFORM  TRANSFER MIN ACT	-­‐‑ ________________ Custodian ____________
(Cust)	(Minor)
Under Uniform Transfer to Minors

Act		 (State)
Additional abbreviations may also be used though not in the above list.

ASSIGNMENT AND TRANSFER

FOR	VALUE	RECEIVED	the	undersigned	sells,	assigns	and	transfers	unto
 	. (please print or typewrite name and address of assignee)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints

Attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Signature Guarantee:

 	

NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.

Please insert social security or other identifying number of Assignee.

EXHIBIT D

FORM OF REQUISITION
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES [	]

The undersigned, a Responsible Officer of the Cypress Bluff Community Development District (the "ʺIssuer"ʺ) hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee (the "ʺTrustee"ʺ), dated as of [ 	] 1, 20__, as supplemented by that certain ___________ Supplemental Trust Indenture dated as of
___________ 1, 20__, (collectively, the "ʺIndenture"ʺ) (all capitalized terms used herein shall have the meaning ascribed to such term in the Indenture):
Requisition Number:

Name of Payee:

Amount Payable:

Purpose for which paid or incurred (refer also to specific contract if amount is due and payable pursuant to a contract involving progress payments, or, state Costs of Issuance, if applicable):
Amount, if any, that is to be used for a Deferred Cost:

Fund or Account from which disbursement to be made: The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incurred by the Issuer,

or

this requisition is for Costs of Issuance payable from the Acquisition and
Construction Fund that have not previously been paid;

each disbursement set forth above is a proper charge against the Acquisition and Construction Fund;
each disbursement set forth above was incurred in connection with the acquisition and/or construction of the Project;

paid.

each disbursement represents a Cost of the Project which has not previously been

The undersigned hereby further certifies that there has not been filed with or served

upon the Issuer notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the Issuer is at the date of such certificate entitled to retain.
Originals or copies of the invoice(s) from the vendor of the property acquired or the services rendered, or other appropriate documentation of costs paid, with respect to which disbursement is hereby requested are on file with the Issuer.
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

By:   	
Responsible Officer

CONSULTING ENGINEER'ʹS APPROVAL FOR NON-­‐‑COST OF ISSUANCE REQUESTS ONLY
If this requisition is for a disbursement for other than Costs of Issuance, the undersigned Consulting Engineer hereby certifies that this disbursement is for a Cost of the Project and is consistent with: (i) the applicable acquisition or construction contract; (ii) the plans and specifications for the portion of the Project with respect to which such disbursement is being made; and (iii) the report of the Consulting Engineer, as such report shall have been amended or modified on the date hereof.

Consulting Engineer

SEVENTH ORDER OF BUSINESS

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

DISTRICT ENGINEER REQUEST FOR QUALIFICATIONS COMPETITIVE SELECTION CRITERIA

Ability and Adequacy of Professional Personnel	(Weight: 25 Points)

1)

Consider the capabilities and experience of key personnel within the firm including certification, training, and education; affiliations and memberships with professional organizations; etc.

Consultant’s Past Performance	(Weight: 25 Points)

2)

Past performance for other Community Development Districts in other contracts; amount of experience on similar projects; character, integrity, reputation of respondent; etc.

Geographic Location	(Weight: 20 Points)

3)

Consider the geographic location of the firm’s headquarters, offices and personnel in relation to the project.

Willingness to Meet Time and Budget Requirements	(Weight: 15 Points)

4)

Consider the consultant’s ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.

Certified Minority Business Enterprise	(Weight: 5 Points)

5)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.

Recent, Current and Projected Workloads	(Weight: 5 Points)

6)

Consider the recent, current and projected workloads of the firm.

Volume of Work Previously Awarded to Consultant by District	(Weight: 5 Points)

7)

Consider the desire to diversify the firms that receive work from the District; etc.

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

DISTRICT ARCHITECT REQUEST FOR QUALIFICATIONS COMPETITIVE SELECTION CRITERIA

Ability and Adequacy of Professional Personnel	(Weight: 25 Points)

1)

Consider the capabilities and experience of key personnel within the firm including certification, training, and education; affiliations and memberships with professional organizations; etc.

Consultant’s Past Performance	(Weight: 25 Points)

2)

Past performance for other Community Development Districts in other contracts; amount of experience on similar projects; character, integrity, reputation of respondent; etc.

Geographic Location	(Weight: 20 Points)

3)

Consider the geographic location of the firm’s headquarters, offices and personnel in relation to the project.

Willingness to Meet Time and Budget Requirements	(Weight: 15 Points)

4)

Consider the consultant’s ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.

Certified Minority Business Enterprise	(Weight: 5 Points)

5)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.

Recent, Current and Projected Workloads	(Weight: 5 Points)

6)

Consider the recent, current and projected workloads of the firm.

Volume of Work Previously Awarded to Consultant by District	(Weight: 5 Points)

7)

Consider the desire to diversify the firms that receive work from the District; etc.

EIGHTH ORDER OF BUSINESS

RESOLUTION 2018-29

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT RESETTING THE DATE, TIME AND LOCATION FOR A LANDOWNERS’ MEETING; PROVIDING FOR PUBLICATION; ADDRESSING CONFLICTS; PROVIDING FOR AN EFFECTIVE DATE.

WHEREAS, Cypress Bluff Community Development District (“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Jacksonville, Duval County, Florida; and

WHEREAS, the District was established by City of Jacksonville Ordinance No. 2018- 335-E, effective date as of the June 29, 2018; and

WHEREAS, the District is statutorily required to hold a meeting of the landowners of the District for the purpose of electing supervisors within ninety (90) days from the date of the establishment ordinance, which landowner election shall be noticed pursuant to Section 190.006(2)(a), Florida Statutes; and

WHEREAS, on July 11, 2018, at a duly noticed public meeting, the Board adopted Resolution 2018-14 setting the date for the landowners’ meeting and election for Wednesday, August 1st, 2018 at 1:30 p.m. at the Duval County Southeast Regional Library, 10599 Deerwood Park Boulevard, Jacksonville, Florida; and

WHEREAS, the Board now desires to reschedule and reset the landowners’ meeting and election for 	. at 	.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT:

Section 1. In accordance with Section 190.006(2), Florida Statutes, the meeting of the landowners to elect five (5) supervisors of the District, shall be rescheduled and reset to be held on 	. at 	..

Section 2. The District’s Secretary is hereby directed to publish notice of this landowners’ meeting in accordance with the requirements of Section 190.006(2)(a), Florida Statutes.

Section 3. Pursuant to Section 190.006(2)(b), Florida Statutes, the landowners’ meeting and election has been announced by the Board at its July 11, 2018 meeting and the date, time and location of the rescheduled landowners’ meeting and election has been announced by the Board at its August 1, 2018 meeting. A sample notice of landowners’ meeting and election, proxy, ballot form and instructions were presented at such meeting and are attached hereto as

1

Composite Exhibit A. Such documents are available for review and copying during normal business hours at the Office of the District Manager, Governmental Management Services, LLC, located at 475 West Town Place, Suite 114, St. Augustine, Florida 32092, Ph: (904) 940-5850.

Section 4. This Resolution is intended to amend Resolution 2018-14, which remains in full force and effect except to the extent amended hereby.

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

PASSED AND ADOPTED THIS 1ST DAY OF AUGUST, 2018.

CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

ATTEST:	CHAIRMAN / VICE CHAIRMAN

SECRETARY / ASST. SECRETARY

EXHIBIT A

INSTRUCTIONS RELATING TO LANDOWNERS’ MEETING OF CYPESS BLUFF COMMUNITY DEVELOPMENT DISTRICT FOR THE ELECTION OF SUPERVISORS

DATE OF LANDOWNERS’ MEETING: _____________

TIME	_.M.

LOCATION:    ____________________________
____________________________
____________________________

Pursuant to Chapter 190, Florida Statutes, and after a Community Development District (the “District”) has been established and the landowners have held their initial election, there shall be a subsequent landowners’ meeting for the purpose of electing members of the Board of Supervisors (“Board”) every two years until the District qualifies to have its board members elected by the qualified electors of the District. The following instructions on how all landowners may participate in the election are intended to comply with Section 190.006(2)(b), Florida Statutes.

A landowner may vote in person at the landowners’ meeting, or the landowner may nominate a proxy holder to vote at the meeting in place of the landowner. Whether in person or by proxy, each landowner shall be entitled to cast one vote per acre of land owned by him or her and located within the District, for each position on the Board that is open for election for the upcoming term. A fraction of an acre shall be treated as one (1) acre, entitling the landowner to one vote with respect thereto. Please note that a particular parcel of real property is entitled to only one vote for each eligible acre of land or fraction thereof; therefore, two or more people who own real property in common, that is one acre or less, are together entitled to only one vote for that real property.

At the landowners’ meeting, the first step is to elect a chair for the meeting, who may be any person present at the meeting. The landowners shall also elect a secretary for the meeting who may be any person present at the meeting. The secretary shall be responsible for the minutes of the meeting. The chair shall conduct the nominations and the voting. If the chair is a landowner or proxy holder of a landowner, he or she may nominate candidates and make and second motions. Candidates must be nominated and then shall be elected by a vote of the landowners. Nominees may be elected only to a position on the Board that is open for election for the upcoming term.

Five (5) seats on the Board will be up for election by landowners. The two candidates receiving the highest number of votes shall be elected for a term of four (4) years. The three candidates receiving the next highest number of votes shall be elected for a term of two (2) years. The term of office for each  successful candidate shall commence upon election.

A proxy is available upon request. To be valid, each proxy must be signed by one of the legal owners of the property for which the vote is cast and must contain the typed or printed name of the individual who signed the proxy; the street address, legal description of the property or tax parcel identification number; and the number of authorized votes. If the proxy authorizes more than one vote, each property must be listed and the number of acres of each property must be included. The signature on a proxy does not need to be notarized.

LANDOWNER PROXY
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT DUVAL COUNTY, FLORIDA
LANDOWNERS’ MEETING – 	, 2018

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints 			(“Proxy Holder”) for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of the Cypress Bluff Community Development District to be held at 	, on 	, 2018, at 	.m. and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting.

Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners’ meeting and any adjournment or adjournments thereof, but may be revoked at any time by written notice of such revocation presented at the landowners’ meeting prior to the Proxy Holder’s exercising the voting rights conferred herein.

Printed Name of Legal Owner		
Signature of Legal Owner

Parcel Description		Date

Acreage	

Authorized Votes	

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

Total Number of Authorized Votes:

NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes (2018), a fraction of an acre is treated as one (1) acre entitling the landowner to one vote with respect thereto. Moreover, two (2) or more persons who own real property in common that is one acre or less are together entitled to only one vote for that real property.

If the fee simple landowner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto (e.g., bylaws, corporate resolution, etc.).

OFFICIAL BALLOT
CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT DUVAL COUNTY, FLORIDA
LANDOWNERS’ MEETING – 	, 2018

For Election (5 Supervisors): The two (2) candidates receiving the highest number of votes will each receive a four
year term, and the three (3) candidates receiving the next highest number of votes will each receive a two (2) year term, with the term of office for the successful candidates commencing upon election.

The undersigned certifies that he/she/it is the fee simple owner of land, or the proxy holder for the fee simple owner of land, located within the Cypress Bluff Community Development District and described as follows:

Description	Acreage

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel.] [If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

or

Attach Proxy.

I, 	, as Landowner, or as the proxy holder of   	 (Landowner) pursuant to the Landowner’s Proxy attached hereto, do cast my votes as follows:

NAME OF CANDIDATE	NUMBER OF VOTES

1.   		 	
2.   		 	
3.   		 	
4.   		 	
5.   		 	

Date: 		Signed:  	

Printed Name:  	

NINTH ORDER OF BUSINESS

Project Funding Agreement No.:	1
Project:	Amenity Center Design
Vendor:	 	
PROJECT FUNDING AGREEMENT BETWEEN THE CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT AND E-TOWN DEVELOPMENT, INC.

THIS   AGREEMENT   (“Agreement”)   is   made   and   entered   into   this    	
 	, 2018, by and between:

day of

Cypress Bluff Community Development District, a local unit of special- purpose government established pursuant  to  Chapter  190,  Florida  Statutes,  and located in Duval County, Florida (hereinafter "District"), and

E-Town Development, Inc., a Delaware limited liability company, the owner and developer of certain of the undeveloped lands within the District (hereinafter "Developer").

RECITALS

WHEREAS, the District was established pursuant to Chapter 190, Florida Statutes, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the Developer is the owner and/or developer of certain parcels of land located within the boundaries of the District (hereinafter, "Development") upon which the District's improvements have been or will be made; and

WHEREAS, the District, pursuant to Chapter 190, Florida Statutes, is authorized to levy such taxes, special assessments, fees, and other charges as may be necessary in furtherance of the District's activities and services; and

WHEREAS, the District is anticipated to be without sufficient funds available to provide for the feasibility analysis, design and engineering described in Exhibit A (collectively, the “Project”); and

WHEREAS, in order to induce the District to proceed at this time with the Project, the Developer desires to provide the funds necessary to enable the District to proceed with the Project if and when the District does not have available funds to proceed with the Project.

NOW, THEREFORE, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

Incorporation of Recitals. The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Agreement.

Funding. Developer agrees to make available to the District such monies as are necessary to enable the District to proceed with the Project, as such Project may be amended by the District. Developer will make such funds available on a monthly basis, within fifteen (15) days of a written request by the District. The funds shall be placed in the District's construction account with such depository as determined by the District. Notwithstanding anything to the contrary contained herein, Developer will have no input regarding the feasibility analysis, design or engineering of the Project or any construction of the Project and the District and its engineers, architects and contractors shall be solely responsible for the feasibility analysis, design, engineering, and construction of the Project and for all decisions, actions and omissions related to the feasibility analysis, design, engineering and construction of the Project. The District shall indemnify, defend and hold harmless the Developer from and against any claims, causes of action, damages, costs or expenses related to the feasibility analysis, design, engineering or construction of the Project.

Reimbursement. To the extent that funding of the Project now or hereafter qualifies for reimbursement by the District to the Developer, the District and the Developer hereby reserve the right to reimburse the funding provided for herein with funds available and permitted to be used for such purpose. Such reimbursement may be available as follows:

Future Bond Issuances. All funds provided by the Developer pursuant to this Agreement shall be reimbursable from proceeds of District financing for capital improvements if and when the District the chooses to issue bonds (upon a determination that they are properly reimbursable from bond counsel), and the District shall reimburse Developer in full, exclusive of interest, for these advances within 45 days of receipt of  the proceeds by the District of bonds or notes for the District’s capital projects. The Parties agree that this obligation is limited to financings undertaken within ten (10) years from the date of this Agreement, and in no way obligates the District to undertake financing to provide the reimbursement described herein.

Deferred Costs. To the extent that Deferred Costs (as defined by any Supplemental Trust Indenture or amendment thereto (“Indenture”)) are available now or in the future under the terms of the Indenture, the District and the Developer reserve to reimburse the funding provided for herein.

Default. A default by either party to this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of actual damages, injunctive relief and/or specific performance, but shall exclude, in any event, consequential, incidental, special or punitive damages.

Enforcement of Agreement. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.

Agreement. This Agreement shall constitute the final and complete expression of the agreement between the parties relating to the specific subject matter of this Agreement.

Amendments. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both parties.

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

Notices. All notices, requests, consents and other communications hereunder ("Notices") shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows:

If to District:	Cypress Bluff Community Development District
475 West Town Place, Suite 114 St. Augustine, Florida 32092 Attn: District Manager

With a copy to:	Hopping Green & Sams, P.A.
119 S. Monroe Street, Suite 300
Tallahassee, Florida 32301 Attn: District Counsel

If to Developer:	E-Town Development, Inc.
4310 Pablo Oaks Court Jacksonville, Florida 32224

With a copy to:	Gunster Yoakley & Stewart, P.A.
225 Water Street, Suite 1750
Jacksonville, FL 32202 Attn: Spencer Cummings

Except as otherwise provided herein, any Notice shall be deemed received only upon actual delivery at the address set forth herein. Notices delivered after 5:00p.m. (at the place of delivery) or on a non-business day, shall be deemed received on the next business day. If any time for giving Notice contained in this Agreement would otherwise expire on a non-business day, the Notice period shall be extended to the next succeeding business day.  Saturdays, Sundays and legal holidays recognized by the United States government shall not be regarded as business days. Counsel for the parties may deliver Notice on behalf of the party he/she represents. Any party or other person to whom Notices are to be sent or copied may notify the other parties and addressees of any change in name or address to which Notices shall be sent by providing the same on five (5) days written notice to the parties and addressees set forth herein.

Third Party Beneficiaries. This Agreement is solely for the benefit of the formal parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed

or implied is intended or shall be construed to confer  upon any person  or corporation  other  than the parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the  parties hereto and their respective representatives, successors and assigns.

Assignment. Neither party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other party.

Controlling  Law.   This Agreement and the provisions contained herein shall   be construed, interpreted and controlled according to the laws of the State of Florida.

Effective Date. The Agreement shall be effective after execution by all parties hereto and shall remain in effect unless terminated by any of the parties hereto.

Public Records. Developer understands and agrees that all documents of any kind provided to the District or to District staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law and the District's Record Retention Schedule.

Counterparts. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same instrument.

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

Attest:	CYPRESS BLUFF COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairman/Vice Chair, Board of Supervisors

E-TOWN DEVELOPMENT, INC.

By:	 Name:	 Title: 	

Exhibit A:	Description of Project

EXHIBIT A