New Port Tampa Bay Community Development District
12051 Corporate Boulevard Orlando, FL 32817
Phone 407-723-5900
www.newporttampabaycdd.com

The special meeting of the Board of Supervisors of New Port Tampa Bay Community Development District will be held Thursday, February 20, 2020 at 11:00 a.m. at 1510 W. Cleveland Street, Tampa, Florida, 33606. The following is the agenda for this meeting.

Call in number: 1-844-621-3956 (New) Passcode: 790 562 990 # (New)
BOARD OF SUPERVISORS’ MEETING AGENDA

Organizational Matters

Call to Order
Roll Call
Public Comment Period (During which time any member of the public may speak on a specific agenda item before the item is considered by the Board of Supervisors.)
Swearing in Newly Elected Board Members Dave D’Ambrosio, Drew Locher, Britney Mroczkowski
General Business Matters

Consideration of the November 19, 2019 Board of Supervisors’ Meeting Minutes
Consideration of the November 19, 2019 Landowners’ Election Meeting Minutes
Consideration of Resolution 2020-03, Canvassing and Certifying the Results of the Landowners’ Election
Consideration of Resolution 2020-04, Electing District Officers
Consideration of Resolution 2020-05, Designating Board Member Seats for the Upcoming General Election (under separate cover)
Consideration of FMS Bonds Underwriter Agreement
Consideration of Engineer’s Report for Marina Pointe (under separate cover)
Consideration of Assessment Methodology Report for Marina Pointe (under separate cover)
Consideration of Resolution 2020-06, Declaring Special Assessments (under separate cover)
Consideration of Resolution 2020-07, Setting Public Hearing for Imposing Special Assessments
(under separate cover)
Consideration of Resolution 2020-08, Delegation Award for 2020 Bonds
Second Supplemental Trust Indenture
Preliminary Limited Offering Memorandum
Bond Purchase Contract
Continuing Disclosure Agreement

Discussion and Approval of District Joinder and Execution of Lennar Phase II Proposed Re-Plat, Subdivision Agreement, and Related Items
Discussion and Approval of District Joinder and Execution of Marina Pointe Proposed Plat and Related Items
Discussion and Approval of Development Acquisition Agreement for Marina Pointe (under separate cover)
Consideration of Acquisition and Advanced Funding Agreement (under separate cover)
Consideration of Partial Assignment of Orion Marine Contract to the CDD (under separate cover)
Consideration of Direct Purchase of Rip-Rap (under separate cover)
Consideration of Acquisition of Certain Utilities Improvements within Eventide Drive (under separate cover)
Ratification/Consideration of Payment Authorization FY2020-21 – 2020-25
Ratification/Consideration of Westshore Marina District Phase 1 Master Infrastructure Improvements Payment Authorization Nos. 164-168
Ratification of Westshore Marina District Phase 2 Master Infrastructure Improvements Payment Authorization Nos. 74-77
Review of District Financial Position

Other Business

Staff Reports
District Counsel
District Engineer
District Manager

Audience Comments
Supervisors Requests

Adjournment

New Port Tampa Bay Community Development District

Consideration of the November 19, 2019 Board of Supervisors’ Meeting Minutes

MINUTES OF MEETING

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS’ MEETING MINUTES
Tuesday, November 19, 2019 at 11:00AM Law Offices of Straley Robin Vericker, 1510 W. Cleveland Street,
Tampa, Florida 33606

Board Members present:

Kevin Mays	Vice Chairman
Drew Locher	Assistant Secretary
Dave D’Ambrosio	Assistant Secretary Also present:
Vivian Carvalho	District Manager- PFM Group Consulting, LLC	
Venessa Ripoll	PFM Group Consulting, LLC			
Vivek Babbar	District Counsel- Straley Robin Vericker		
Britney Mroczkowski	BTI Partners				
Nicole Lynn	District Engineer- Ardurra	(joined	via	phone	
11:10 a.m.)					

FIRST ORDER OF BUSINESS	Organizational Matters Call to Order and Roll Call

Ms. Carvalho called the New Port Tampa Bay Community Development District Board of Supervisors Meeting to order at 11:04 a.m. Those in attendance are outlined above.

Public Comment Period

There were no members of the public present at this time.

Acceptance Letter of Resignation from Brian Van Slyke

Ms. Carvalho requested a motion to approve the letter of resignation.

On motion by Mr. Locher, second by Mr. Mays, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved the Letter of Resignation from Brian Van Slyke.

Consideration	of Replacement for Brian Van Slyke Seat 3 Expires November 2021
Ms. Carvalho asked for a recommendation to replace Mr. Van Slyke Seat 3.

On motion by Mr. Mays second by Mr. Locher, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District appointed Britney Mroczkowski to Seat 3.

Ms. Carvalho administered the oath of office to Ms. Mroczkowski. Ms. Carvalho asked if she would like to waive or receive compensation. She chose to waive compensation. District Counsel reviewed the Sunshine Law and Public Records Law.

Ms. Lynn the District Engineer joined the meeting in progress via phone at 11:10 a.m.

SECOND ORDER OF BUSINESS	General Business Matters

Consideration of the Minutes of the August 15, 2019 Board of Supervisors’ Meeting
The Board reviewed the minutes. There were no questions or edits.

On motion by Mr. Mays, second by Mr. D’Ambrosio, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved the Minutes of the August 15, 2019 Board of Supervisors’ Meeting.

Consideration	of	the Minutes of the August 15,

2019	Audit	Selection Committee Meeting
The Board reviewed the minutes. There were no questions or edits.

On motion by Mr. Mays, second by Ms. Mroczkowski, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved the Minutes of the August 15, 2019 Audit Selection Committee Meeting.

Review and Consideration of the ADA Compliance Agreement for Auditing Services
Ms. Carvalho explained that at the last meeting there was a discussion pertaining to ADA compliance relating to the website. The Board approved a proposal to go into effect as of October 1, 2019. The agreement includes the parameters that VBGlobalTech will have to adhere to and the proposals will be an exhibit to the Agreement.

Mr. Babbar noted that on page 27 it says the venue is in Nassau County and that needs to be changed to Hillsborough County.

Board members asked about the ADA compliance. Ms. Carvalho explained that photos and documents on the website must be readable audibly by a program for the visually impaired individuals. The term of the agreement is one year. A lengthy discussion regarding insurance requirements. Ms. Carvalho requested a motion to approve the Agreement with the change of County to Hillsborough County.

On motion by Mr. Locher, and second by Mr. Mays, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved the ADA Compliance Agreement for Auditing Services as amended to include change on page 27 to include Hillsborough County.

Consideration	& Acceptance of Fiscal Year 2018 Audit Report

The Board reviewed the Fiscal Year 2018 Audit Report. Ms. Carvalho explained the Audit Report process. Mr. Babbar noted that it was not considered a clean audit because the Debt Assessments and the Bonds that are outstanding.

On motion by Mr. Locher, and second by Ms. Mroczkowski, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District accepted the Fiscal Year 2018 Audit Report.

Consideration	of Resolution 2020-01, Annual Appropriations Budget and Adopting the Revised Budget for Fiscal Year 2019

Ms. Carvalho explained that the District has 60 days from the close out of the fiscal year to amend a budget if it is necessary. This District had some carry forward from the previous year. The Resolution calls that the District Manager’s Office has the ability to utilize the funds to offset the expenses that the District had to incur. The resolution reflects the amendment on the last column on the on roll assessments vs the carry forward that was utilized for the expenses tied to the contingency line item and it amends the budget to
$94,704.53.

Mr. Locher asked questions pertaining to ongoing CDD maintenance items. He asked if the CDD uses the HOA to maintain infrastructure. Mr. Babbar indicated that the CDD and the Master Association have a maintenance agreement in place with respect to certain infrastructure. Mr. Locher mentioned that at the front entry there are torches that were damaged in a storm and have been damaged for five months and they are trying to figure out how to repair them and which entity will pay for them. A discussion took place regarding CDD and the HOA responsibility. Ms. Carvalho stated that in the Governing Documents for the Master Association there is a lot of reference to the HOA maintaining and insuring some of the CDD assets.

Ms. Carvalho noted that it is a requirement that the District amend the Budget. The District was fortunate to have carry forward from last year and not to have to have a funding request from the Developer for the difference. District staff will look at how much money the District has in addition to what was utilized in the discussion.

Mr. Mays asked if the process to gets lights fixed and other maintenance will be handled post meeting. Ms. Carvalho replied yes because District staff had a conversation that initiated a couple weeks ago about insurance and in that conversation she looked at the Governing Documents for the HOA and it is not clear but says it may provide the HOA

with the parts of maintaining funding but also insuring even with the Seawall. District staff will have a conversation after the meeting with Counsel, Mr. Locher, Ms. Carvalho, and Ms. Ripoll to discuss the Governing Documents and the existing agreement between the HOA and CDD to determine operations going forward. If it requires a vote District Staff will bring it back to the Board.

On motion by Mr. Locher, and second by Mr. Mays with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved Resolution 2020-01, Annual Appropriations Budget and Adopting the Revised Budget for Fiscal Year 2019.

Ratification/Consideration of Payment Authorizations FY2019-15 – FY2019-20

The Board reviewed Payment Authorizations FY2019-15 – FY2019-20. Ms. Carvalho noted that these are payment authorizations that are tied specifically to the Operations and Maintenance Budget.

Mr. Locher noted that moving forward the District will need another signatory line as Mr. Van Slyke is no longer with the CDD. Ms. Carvalho mentioned that she prepared a resolution which she will discuss in the District Manager report at the end of the meeting. She noted that the officers of the District might need to be realigned before the end of the meeting.

The Board discussed the Tampa Bay Times ads. These were for fiscal year scheduled meetings and scheduled Landowner Election. Ms. Carvalho pointed out that there is a bill for FMIT and Egis in the packet. FMIT is the insurance that the District cancelled at the last meeting. The District is in the process of getting a refund from them due to double payment of insurance. Egis is the new insurance provider for the District. Ms. Carvalho requested a motion to ratify the payment authorizations accordingly.

On motion by Mr. Mays, and second by Mr. D’Ambrosio, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District ratified Payment Authorizations FY2019-15 – FY2019-20.

Ratification of Westshore Marina	Phase	1	Master Infrastructure Improvements Requisitions Nos. 159 -& 161-163

The Board reviewed Westshore Marina Phase 1 Master Infrastructure Improvements Requisitions Nos. 159 -& 161-163. Ms. Carvalho explained that this is tied to the actual construction project for the District.

On motion by Mr. Locher, and second by Ms. Mroczkowski, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved Westshore Marina Phase 1 Master Infrastructure Improvements Requisitions Nos. 159 -& 161-163.

Ratification/Consideration of	Westshore		Marina District	Phase	2	Master Infrastructure Improvements Requisitions Nos. 71-73

Ms. Carvalho reviewed stated that Requisitions Nos. 71-73. Mr. Locher discussed the Phase 2 Master Infrastructure.

On motion by Mr. Mays, and second by Ms. Mroczkowski, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved Westshore Marina Phase 2 Master Infrastructure Improvements Requisitions Nos. 71-73.

Review	of	District’s Financial Position

The Board reviewed the Financials Statements through October 31, 2019, the first month of the new Fiscal Year 2020. No action was required at this time.

THIRD ORDER OF BUSINESS	Other Business Staff Reports
District Counsel – Mr. Babbar had an update with respect to the cancellation of the Bonds. That transaction has been completed. He is waiting for the electronic Deed transfer from the Trustee to the Bondholders of any last payments or obligations that may be in their Trust Accounts relating to the SPE ownership.

District Engineer – No Report

District Manager – Ms. Carvalho presented Resolution 2020-02, Election of Officers. Mr. Van Slyke is no longer on the Board. He was the Vice-Chair and a new Vice-Chair needs to be appointed. Ms. Carvalho requested a recommendation for a new Slate of Officers. A discussion took place. Mr. Mays recommended the following: Noah Breakstone as Chairman, Kevin Mays as Vice-Chairman, Drew Locher, Dave D’Ambrosio, and Britney Mroczkowski as Assistant Secretaries, Vivian Carvalho, as Secretary, Venessa, Ripoll as Assistant Secretary, Jennifer Glasgow as Treasurer, and Amanda Lane as Assistant Treasurer.

Ms. Carvalho requested a motion to approve Resolution 2020-02.

On motion by Mr. Locher, and second by Ms. Mroczkowski, with all in favor, the Board of Supervisors’ for the New Port Tampa Bay Community Development District approved Resolution 2020-03, as follows; Noah Breakstone as Chairman, Kevin Mays as Vice- Chairman, Drew Locher, Dave D’Ambrosio, and Britney Mroczkowski as Assistant Secretaries, Vivian Carvalho, as Secretary, Venessa, Ripoll as Assistant Secretary, Jennifer Glasgow as Treasurer, and Amanda Lane as Assistant Treasurer.

Supervisor Requests and Audience Comments

Mr. Locher commented how beneficial the I-Pads are for the meeting. He thanked District Management for implementing them for the District.

There were no members of the public present.

FOURTH ORDER OF BUSINESS	Adjournment

There was no other business to discuss, Ms. Carvalho requested a motion to adjourn.

On motion by Mr. Mays, second by Mr. Locher with all in favor, the November 19, 2019 Board of Supervisors Meeting for the New Port Tampa Bay Community Development District was adjourned at 11:36AM.

Secretary/Assistant Secretary	Chairperson/Vice-Chairperson

New Port Tampa Bay Community Development District

Consideration of the November 19, 2019 Landowners’ Election Meeting Minutes

MINUTES OF MEETING

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS’ ELECTION MEETING MINUTES
Tuesday, November 19, 2019 at 11:00AM Law Offices of Straley Robin Vericker, 1510 W. Cleveland Street,
Tampa, Florida 33606

Present:

Kevin Mays	BTI Partners- Proxyholder	
Drew Locher	BTI Partners	
Dave D’Ambrosio	BTI Partners	
Vivek Babbar	District Counsel	
Vivian Carvalho	District Manager, PFM Group Consulting, LLC.	
Venessa Ripoll	PFM Group Consulting, LLC.	
Britney Mroczkowski	BTI Partners	

FIRST ORDER OF BUSINESS	Call to Order and Roll Call

Ms. Ripoll called the New Port Tampa Bay Landowners’ Election to order at 11:00 a.m. Those in attendance are outlined above.

SECOND ORDER OF BUSINESS	Appointment of Meeting Chairman

Mr. Mays appointed Ms. Ripoll as Chair of the meeting.

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

Kevin Mays is the authorized proxyholder and voter for BTI partners which owns 10.53 acres and allows for 16 votes.

Call for Nominations

Mr. Mays nominated Noah Breakstone, Drew Locher & Kevin Mays.

Election of Supervisors

The votes were cast as follows:

Seat 2: Drew Locher received 1 vote.
Seat 4: Noah Breakstone received 15 votes. Seat 5: Kevin Mays received 15 votes.

Thus, Noah Breakstone and Kevin Mays will each serve 4 year terms and Drew Locher will serve a 2 year term.

THIRD ORDER OF BUSINESS	Adjournment

Ms. Ripoll adjourned the Landowners’ Meeting at 11:01 a.m.

Secretary / Assistant Secretary	Chairperson / Vice Chairperson

2

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-03, Canvassing and Certifying the Results of the Landowners’ Election

RESOLUTION 2020-03

A RESOLUTION CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS ELECTION OF SUPERVISORS OF THE NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES

WHEREAS, following proper publication of notice thereof, such landowners meeting was held November 19, 2019 at which the below recited persons were duly elected by virtue of the votes cast in their respective favor; and

WHEREAS, this Resolution canvasses the votes and declares and certifies the results of said election;

NOW, THEREFORE, BE IT RESOLVED BY THE LANDOWNERS AND BOARD OF SUPERVISORS OF THE NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT;

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

 	  Votes    	

 	  Votes    	

 	  Votes    	

In accordance with said statute, and by virtue of the number of votes cast for the respective Supervisors, they are declared to have been elected for the following terms of office:

Four (4)
 	  Year Term
Four (4)
 	  Year Term
Two (2)
 	  Year Term

Said terms of office shall commence immediately upon the adoption of this Resolution PASSED AND ADOPTED THIS 	_ DAY OF 	, 2020.

Chairperson
NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

ATTEST:

Secretary

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-04, Electing District Officers

RESOLUTION 2020-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT ELECTING THE OFFICERS OF THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE

WHEREAS, the NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT
DISTRICT (hereinafter the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and

WHEREAS, pursuant to Section 190.006(6), Florida Statutes, as soon as practicable after each election or appointment to the Board of Supervisors (the “Board”), the Board shall organize by electing one of its members as chair and by electing a secretary, and such other officers as the Board may deem necessary.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT:

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

Section 4.	 	is elected Treasurer.

Section 5.	 	is elected as Assistant Treasurer.

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

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

PASSED AND ADOPTED THIS 	DAY OF 	, 2020. NEW PORT TAMPA BAY CDD		ATTEST:

Secretary/Assistant Secretary	Chairman/Vice-Chairman

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-05, Designating Board Member Seats for the Upcoming General Election (under separate cover)

New Port Tampa Bay Community Development District

Consideration of FMS Bonds Underwriter Agreement

f

llllilbonds
Municipal Bond Specialists
20660 W. Dixie Highway North Miami Beach, FL 33180
January 22, 2020

New Port Tampa Bay Community Development District c/o PFM Group Consulting LLC
12051  Corporate Boulevard
Orlando, Florida 32817 Attn:  Ms. Vivian Carvalho

Re: Agreement for Underwriter Services & G-17 Disclosure Dear Ms. Carvalho:
Thank you for the opportunity to work with the New Port Tampa Bay Community Development District (the "District") regarding the underwriting of the District's Special Assessment Bonds, Series 2020 (the "Bonds"). The District and FMSbonds , Inc.  ("FMS"), solely in its capacity as Underwriter, agree to the proposed terms set forth herein in Attachment
By executing this letter both parties agree to the terms set forth herein.

FMS's role is limited to act as Underwriter within the Scope of Services set forth herein as Attachment I, and not as a financial advisor or municipal advisor. FMS is not acting as a municipal advisor for the developer in connection with the subject transaction. Any information that FMS has previously provided was solely for discussion purposes in anticipation of being retained as your underwriter. Attachment II, attached hereto, contains the Municipal Securities Rulemaking Rule Board Rule G-17 Disclosure that the District should read in its entirety and acknowledge by signing below.
We look forward to working with you.

Yours truly,

FMSbo   nd	
By:
Name:  Jon Kessler	'( Title:	Executive Director

Agreed to and accepted as of the date first written above:

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

By:			 Name: 	_
Title:    	

ATTACHMENT I

Section 1	Scope of Services of FMS: FMS proposes that its duties as Underwriter shall be limited to the following:

To provide advice to the District on the structure, timing and terms of the Bonds;

To coordinate the financing process;
To conduct due diligence;

To assist in the preparation of an offering memorandum;

To review the assessment methodology and Bond documents;

To market and offer Bonds to investors.

Section 2	Terms and Conditions:
Underwriter Fee ("Underwriting Fee"). FMS shall act as sole lead underwriter. The Underwriting Fee to FMS for acting as Underwriter shall be 2% of the Par Amount of any Bonds issued. The Underwriting Fee shall be due and payable only upon the closing of the Bonds. The Underwriting Fee may be modified pursuant to a bond delegation or award resolution approved by the Board and consented to by the Underwriter.
Price and Interest Rates: The offering price and interest rates are expected  to  be based on recent comparable transactions in the market, if any. FMS and the District will jointly determine the offering price and interest rates immediately prior to the start of the order period, based on market conditions then prevailing.

Bond Purchase Agreement. The obligations of the Underwriter and those of the District would be subject to the satisfactory completion of due diligence and to the customary representations, warranties, covenants, conditions, including provisions respecting its termination contained in the form of a bond purchase agreement FMS will prepare and as generally used in connection with the offering of Bonds for this type of transaction.
Costs of Issuance. The District shall be responsible for the payment of all expenses relating to the offering, including but not limited to, attorney fees, consultant fees, costs associated with preparing offering documents, if any, the purchase agreement, regulatory fees and filing fees and expenses for qualification under blue sky laws designated by FMS and approved by the District.
Assumptions. The proposed terms and statements of intention set forth in this agreement are based on information currently available to FMS about the District and

the market for special assessment bonds similar to the Bonds and the assumptions that:
the financial condition and history of the project shall be substantially as understood, and the financial information for the relevant and appropriate period ended to be included in the final offering memorandum will not vary materially from those set forth in the material furnished to FMS;

no adverse developments shall occur which materially and adversely affect the underlying security and financial condition of the district;

the offering memorandum will comply with all applicable laws and regulations;
there will not be any unanticipated substantial delays on the part of the District in completing the transaction; and
all conditions of the Underwriter to purchase Bonds will be included in the bond purchase agreement and conditions shall be satisfied or waived, in the sole discretion of the Underwriter.
Information. The District agrees to reasonably  and actively assist FMS in achieving an underwriting that is satisfactory to FMS and the District. To assist FMS in the underwriting the District will (a) provide and cause the District's staff and its professionals to provide FMS upon request with all information reasonably deemed necessary by FMS to complete the underwritings, included but not limited to, information and evaluations prepared by the District and its advisors; and (b) otherwise assist FMS in its underwriting efforts.
Term of Engagement. The term of this Agreement shall commence as of the date of this Agreement and continue in full force and effect unless terminated by either party. In event of termination by the District without cause, FMS shall be entitled to recover its reasonable out of pocket expenses incurred up to the date of termination.

No Commitment. Notwithstanding the foregoing, nothing herein shall constitute an agreement to provide a firm commitment, underwriting or placement or arrangement of  any  securities  by  FMS  or, its  affiliates.  Any  such  commitment,  placement  or arrangement shall only be made a part of an underwriting agreement or purchase agreement at the time of the sale of the bonds.

The engagement contemplated hereby and this agreement are solely for the benefit of the District and FMS and their respective successors, assigns and representatives and no other person or entity shall acquire or have any right under or by virtue hereof.

This Agreement contains the entire understanding of the parties relating to the transactions contemplated hereby and this Agreement supersedes all  prior agreements, understandings and negotiations with respect thereto. This Agreement may be executed in counterparts each of which shall be an original but all of such counterparts shall constitute one and the same instrument.

No Financial Advisor.	FMS's role is limited to that of an Underwriter and not a Financial Advisor or Municipal Advisor

[Remainder of Page Intentionally Left Blank]

ATTACHMENT II

MSRB Rule G-17 Disclosure --- The District has engaged FMS to serve as underwriter, and not as a financial advisor or municipal advisor, in connection with the issuance of the Bonds. As part of our services as underwriter, FMS may provide advice concerning the structure, timing, terms, and other similar matters concerning the issuance of the Bonds.  We may also have provided  such advice as part of the process of seeking to be selected to serve as your underwriter. Any such advice was provided by FMS as an underwriter and not as your financial advisor in this transaction.

Pursuant to the Notice, we are required by the MSRB to advise you that:

MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.
The underwriter's primary role is to purchase the Bonds with a view to distribution in an arm's-length commercial transaction with the Issuer. As such, the underwriter has financial and other interests that differ from those of the Issuer.

Unlike a municipal advisor, the underwriter does not have a fiduciary duty to the Issuer under the federal securities laws and are, therefore, not required by federal law to act in the best interests of the Issuer without regard to their own financial or other interests.

The underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price, but must balance that duty with its duty to sell the Bonds to investors at prices that are fair and reasonable.

As underwriter, we will review the disclosure document for the Bonds in accordance with, and as part of, our responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction. 1

The underwriter will be compensated by a fee and/or a fee that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since an underwriter may have an incentive to recommend a transaction that is unnecessary or to recommend that the size of a transaction be larger than is necessary. The District acknowledges no such recommendation has been made by FMS.

1 Under federal securities law, an issuer of securities has the primary responsibility for disclosure to investors. The review of the offering document by the underwriters is solely for purposes of satisfying the underwriters' obligations under the federal securities laws and such review should not be construed by an issuer as a guarantee of the accuracy or completeness of the information in the offering document.

Please note nothing in this letter is an expressed nor an implied commitment by us to provide financing or to purchase or place the Bonds or any other securities. Any such commitment shall only be set forth in a bond purchase agreement or other appropriate form of agreement for the type of transaction undertaken by you.

Further, our participation in the transaction contemplated herein remains subject to, among other things, the execution of a bond purchase agreement (or other appropriate form of agreement), further internal review and approvals, satisfactory completion of our due diligence investigation and market conditions.

FMS is acting independently in seeking to act as an underwriter in the transactions contemplated herein and shall not be deemed for any purpose to be acting as an agent, joint venturer or partner of any other principal involved in the proposed financing. FMS assumes no responsibility, express or implied, for any actions or omissions of, or the performance of services by, the other underwriters in connection with the transactions contemplated herein or otherwise.

If you or any other Issuer representatives have any questions or concerns about these disclosures, please make those questions or concerns known immediately to FMS. In addition, Issuer should consult with its own financial, municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. Depending on the final structure of the transaction that the District and FMS decide to pursue, or if additional actual or perceived material conflicts are identified, we may be required to send you additional disclosures.

2

New Port Tampa Bay Community Development District

Consideration of Engineer’s Report for Marina Pointe (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Assessment Methodology Report for Marina Pointe (under separate
cover)

New Port Tampa Bay Community Development District

Consideration of Lands Legal Description (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-06, Declaring Special Assessments
(under separate cover)

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-07, Setting Public Hearing for Imposing Special Assessments (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Resolution 2020-08, Delegation Award for 2020 Bonds

RESOLUTION 2020-08

A RESOLUTION OF NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT SUPPLEMENTING ITS RESOLUTION NO. 2005-16 BY AUTHORIZING THE ISSUANCE OF ITS NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2020 IN A PRINCIPAL AMOUNT OF NOT EXCEEDING $12.0 MILLION FOR THE PRINCIPAL PURPOSE OF ACQUIRING AND CONSTRUCTING ASSESSABLE IMPROVEMENTS; DELEGATING TO THE CHAIRMAN OR VICE CHAIRMAN OF THE BOARD OF SUPERVISORS OF THE DISTRICT, SUBJECT TO COMPLIANCE WITH THE APPLICABLE PROVISIONS HEREOF, THE AUTHORITY TO AWARD THE SALE OF SUCH 2020 BONDS TO FMSBONDS, INC. BY EXECUTING AND DELIVERING TO SUCH UNDERWRITER A BOND PURCHASE CONTRACT AND APPROVING THE FORM THEREOF; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF THE SECOND SUPPLEMENTAL TRUST INDENTURE; APPOINTING U.S. BANK NATIONAL ASSOCIATION AS THE TRUSTEE, BOND REGISTRAR AND PAYING AGENT FOR SUCH 2020 BONDS; MAKING CERTAIN FINDINGS; APPROVING FORM OF SAID 2020 BONDS; APPROVING THE FORM OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND AUTHORIZING THE USE BY THE UNDERWRITER OF THE PRELIMINARY LIMITED OFFERING MEMORANDUM AND THE LIMITED OFFERING MEMORANDUM AND THE EXECUTION OF THE LIMITED OFFERING MEMORANDUM; APPROVING THE FORM OF THE CONTINUING DISCLOSURE AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF; AUTHORIZING CERTAIN OFFICIALS OF NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT AND OTHERS TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SAID 2020 BONDS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT TO SAID 2020 BONDS; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, New Port - Tampa Bay Community Development District (the "District")  is authorized by Florida Statutes, Chapter 190 (the "Act") and Ordinance No. 2005-233 of the City of Tampa, Florida, (the "Ordinance"), to issue its bonds for the purpose of acquiring and constructing assessable improvements all as provided in the Act and the Ordinance; and

WHEREAS, the District is authorized by the Act to make payments of principal, interest, and premium, if any, with respect to its bonds by levying and collecting special assessments on property located within the District and specially benefited by the assessable improvements to be financed with certain proceeds of its bonds; and

WHEREAS, the District pursuant to its Resolution No. 2005-16 (the "First Resolution") authorized the issuance of its not exceeding $95,000,000 principal amount of its special

assessment bonds (the "Bonds") in separate series for the purposes set forth in said First Resolution and approved the form of the Master Indenture (hereinafter defined) in substantially the form attached to the First Resolution; and

WHEREAS, the only Bonds previously issued by the District are its $43,510,000 initial principal amount of Special Assessment Bonds, Series 2006A and its $6,055,000 initial principal amount of Special Assessments Bonds, Series 2006B; and

WHEREAS, the Bonds were validated by final judgment of the Circuit Court in and for Hillsborough County, Florida, and the appeal period from such final judgment has expired with no appeal being filed; and

WHEREAS, the District now desires to supplement the First Resolution, to authorize the issuance of and award the sale of its Special Assessment Bonds, Series 2020 (the "2020 Bonds") in a principal amount not exceeding $12.0 Million, to approve the Supplemental Indenture (hereinafter defined) and to provide for various other matters relating to the issuance of the 2020 Bonds; and

WHEREAS, the Board of Supervisors of the District (the "Board") has received from FMSbonds, Inc. (the "Underwriter") a proposal in the form of a Bond Purchase Contract (the "Contract") for the purchase of the 2020 Bonds and the Board has determined that acceptance of such proposal and the sale of the 2020 Bonds to the Underwriter is in the best interest of the District for the reasons hereafter indicated;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT, as
follows:

SECTION 1. Definitions. All words and phrases used herein in capitalized form, unless otherwise defined herein, shall have the meaning ascribed to them in the Indenture (hereinafter defined).

SECTION 2. Authorization. There is hereby authorized to be issued the 2020 Bonds in a principal amount not exceeding $12,000,000. The 2020 Bonds shall be issued under and secured by that Master Trust Indenture dated as of February 1, 2006 (the "Master Indenture") as supplemented by that Second Supplemental Trust Indenture (the "Supplemental Indenture") both by and between the District and U.S. Bank National Association, as trustee (the "Trustee") (the Master Indenture and the Supplemental Indenture are referred to collectively as the "Indenture"). The proceeds of the 2020 Bonds shall be used for the purposes set forth in the Supplemental Indenture and the Limited Offering Memorandum (hereinafter defined).

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

Trustee is hereby appointed to serve as Trustee, Bond Registrar and Paying Agent under such Supplemental Indenture.

SECTION 4. Negotiated Sale. The Board hereby determines that  a negotiated sale of the 2020 Bonds to the Underwriter is in the best interest of the District because of prevailing market conditions, because delays caused by soliciting competitive bids could adversely affect the District’s ability to issue and deliver the 2020 Bonds at presently favorable interest rates, and because the nature of the security for the 2020 Bonds and the sources of payment of debt service on the 2020 Bonds require the participation of an underwriter in structuring the bond issue.

SECTION 5. Contract Approved. The Board hereby approves the Contract submitted by the Underwriter in substantially the form attached as Exhibit B hereto. The Chairman or  Vice Chairman of the Board is hereby authorized to execute the Contract and to deliver the Contract to the Underwriter with such changes, amendments, modifications, omissions and additions as may be approved by the executing Chairman or Vice Chairman; provided that (i)  the principal amount of the 2020 Bonds shall not exceed $12,000,000; (ii) the interest rate on none of the 2020 Bonds will exceed the maximum interest rate allowed under applicable Florida law without regard to any waiver of such maximum rate; (iii) the Underwriter's discount shall not exceed two percent (2.0%) of the principal amount of the 2020 Bonds; (iv) the 2020 Bonds shall be subject to optional redemption no later than November 1, 2031 at a Redemption Price not in excess of 100% of the principal amount to be redeemed plus accrued interest to the redemption date; and (v) the final maturity of the 2020 Bonds shall be no later than the maximum maturity allowed under applicable Florida law.

SECTION 6. Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The District hereby approves the Preliminary Limited Offering Memorandum in substantially the form attached hereto as Exhibit C (the "Preliminary Limited Offering Memorandum") and authorizes its distribution and use by the Underwriter in connection with the offering for the sale of the 2020 Bonds. If between the date hereof and the mailing of the Preliminary Limited Offering Memorandum it is necessary to make insertions, modifications and changes to the Preliminary Limited Offering Memorandum, the Chairman or Vice Chairman is hereby authorized to approve such insertions, changes and modifications, and, the Chairman or Vice Chairman is hereby authorized to deem the Preliminary Limited Offering Memorandum "final" within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") under the Securities Exchange Act of 1934, in the form as mailed and in furtherance thereof to execute a certificate evidencing same. The preparation of a final Limited Offering Memorandum is hereby approved and the Chairman or Vice Chairman is hereby authorized to execute such final Limited Offering Memorandum to be dated the date of the award of the 2020 Bonds and, upon such award, to deliver the same to the Underwriter for use by it in connection with the sale and distribution of the 2020 Bonds. The Limited Offering Memorandum shall be substantially in the form of the final Preliminary Limited Offering Memorandum, with such changes as shall be approved by the Chairman or Vice Chairman as necessary to conform to the details of the 2020 Bonds and such other insertions, modifications and changes as may be approved by the Chairman or Vice Chairman. The execution and delivery of the Limited Offering Memorandum by the Chairman or Vice Chairman shall constitute evidence of the approval thereof. The District hereby authorizes the use of the Preliminary Limited Offering

Memorandum and the Limited Offering Memorandum and the information contained therein in connection with the offering and sale of the 2020 Bonds.

SECTION 7. Form of 2020 Bonds. The 2020 Bonds shall be in substantially the form  as set forth in the exhibit to the Supplemental Indenture, with such additions, deletions and other changes thereto as the officials of the Board executing the 2020 Bonds shall approve, such approval to be conclusively evidenced by the execution of the 2020 Bonds (by manual or facsimile signature) by such officials. The Board hereby authorizes and approves the use of a facsimile of the District seal on the 2020 Bonds.

SECTION 8. Continuing Disclosure Agreement. The form and content of the Continuing Disclosure Agreement (the "Disclosure Document") relating to the 2020 Bonds attached hereto as Exhibit D is hereby approved. The Chairman or Vice Chairman and the Secretary or any Assistant Secretary are hereby authorized to execute on behalf of the District  the Disclosure Document in substantially the form attached hereto, with such additions, deletions, and other changes as may be necessitated by applicable law, this Resolution and the Contract as such officers may approve (such approval to be conclusively evidenced by their execution of the Disclosure Document).

SECTION 9. Open Meetings. It is hereby found and determined that all official acts of this Board concerning and relating to the issuance, sale, and delivery of the 2020 Bonds, including but not limited to adoption of this Resolution, were taken in open meetings of the members of the Board and all deliberations of the members of the Board that resulted in such official acts were in meetings open to the public, in compliance with all legal requirements including, but not limited to, the requirement of Florida Statutes, Section 286.011.

SECTION 10. Other Actions. The Chairman, the Vice Chairman, the Secretary, any Assistant Secretary and the District Manager of the District, and any authorized designee thereof (collectively, the "District Officers"), Akerman LLP, as Bond Counsel, Straley Robin Vericker,
P.A. the District's General Counsel, and any other consultant or experts retained by the District, are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the 2020 Bonds and the consummation of all transactions in connection therewith. The District Officers are hereby authorized and directed to execute all necessary or desirable certificates, documents, papers, and agreements necessary to the undertaking and fulfillment of all transactions referred to in or contemplated by the Supplemental Indenture, the Preliminary Limited Offering Memorandum, the Limited Offering Memorandum, this Resolution, the Disclosure Document and the Contract.

SECTION 11. Approval of Prior Actions. All actions taken to date by the members of the Board and the officers, agents, and employees of the District in furtherance of the issuance of the Bonds are hereby approved, confirmed and ratified.

SECTION 12. Inconsistent Resolutions and Motions. All prior resolutions of the Board inconsistent with the provisions of this Resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and, except as so modified, supplemented and amended hereby, shall remain in full force and effect.

SECTION 13. 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 14. Effective Date. This Resolution shall become effective  immediately upon its adoption.

ADOPTED this 20th day of February, 2020.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

[SEAL]
Attest:

By:_		 Secretary

By:_		 Chairman

New Port Tampa Bay Community Development District

Second Supplemental Trust Indenture

SECOND SUPPLEMENTAL TRUST INDENTURE BETWEEN
NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT AND
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of April 1, 2020

TABLE OF CONTENTS

This Table of Contents is incorporated herein for ease of reference only and shall not be deemed a part of the Second Supplemental Trust Indenture.
ARTICLE I DEFINITIONS	3
Section 101.	Definitions	3
ARTICLE II AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2020 BONDS	10
Section 201.	Authorization of Series 2020 Bonds; Book-Entry Only Form	10
Section 202.	Terms of Series 2020 Bonds	12
Section 203.	Dating; Interest Accrual	12
Section 204.	Denominations	12
Section 205.	Paying Agent	12
Section 206.	Bond Registrar	12
Section 207.	Conditions Precedent to Issuance of Series 2020 Bonds	12
Section 208.	Continuing Disclosure	13
ARTICLE III REDEMPTION AND PURCHASE OF SERIES 2020 BONDS	14
ARTICLE IV DEPOSIT OF SERIES 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF	14
Section 401.	Establishment of Accounts	14
Section 402.	Use of 2020 Bond Proceeds	14
Section 403.	Acquisition and Construction Fund	15
Section 404.	Costs of Issuance Account	15
Section 405.	2020 Reserve Account	16
Section 406.	Application of Prepayment Principal; 2020 Prepayment Account	16
Section 407.	Tax Covenants and Rebate Account	16
Section 408.	Establishment of 2020 Revenue Account in Revenue Fund;
Application of Series 2020 Accounts and Investment Earnings	17
ARTICLE V CONCERNING THE TRUSTEE	19
Section 501.	Acceptance by Trustee	19
Section 502.	Limitation of Trustee's Responsibility	19
Section 503.	Trustee's Duties	20
Section 504.	Brokerage Confirmations	20
Section 505.	Patriot Act Requirements of Trustee	20
ARTICLE VI MISCELLANEOUS	20
Section 601.	Confirmation of Master Indenture	20
Section 602.	Additional Covenant Regarding 2020 Assessments	20
Section 603.	Limitation on Additional Debt	21
Section 604.	Additional Matters Relating to Delinquent Assessments	21

Section 605.	Additional Matters Relating to Series 2020 Assessments and
Assessment Proceedings	22
Section 606.	Additional Matters Relating to Events of Default	22
Section 607.	Provisions relating to Bankruptcy or Insolvency of Landowner	23
Section 608.	Assignment of Collateral Assignment	24
Section 609.	Third Party Beneficiaries	24
Section 610.	Enforcement of True-Up Agreement and Completion Agreement	25

Exhibit "A" The Series 2020 Bonds
Exhibit "B" Requisition for Series 2020 Bonds (Acquisition and Construction)
Exhibit "C" Description of 2020 Project

ii

SECOND SUPPLEMENTAL TRUST INDENTURE

THIS	SECOND	SUPPLEMENTAL	TRUST	INDENTURE	(the	"Second
Supplemental Indenture") dated as of April 1, 2020, from NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT  (the "District") to U.S. BANK NATIONAL
ASSOCIATION, as trustee (the "Trustee"), a national banking association authorized to accept and execute trusts of the character herein set out within the State of Florida. All capitalized  terms not otherwise defined herein shall have the meaning ascribed thereto in the Master Indenture (hereinafter defined).

WHEREAS, the District has entered into a Master Trust Indenture dated as of February 1, 2006 (the "Master Indenture"), with the Trustee to secure the issuance of its New Port - Tampa Bay Community Development District Special Assessment Bonds (the "Bonds"), issuable in one or more Series from time to time; and

WHEREAS, pursuant to Resolution No. 2005-16 adopted by the Board of the District on September 14, 2005 (the "Bond Resolution"), the District has authorized the issuance of its not exceeding $95,000,000 New Port - Tampa Bay Community Development District Special Assessment Bonds, in one or more Series, and authorized the execution and delivery of the Master Indenture to secure the issuance of the Bonds; and

WHEREAS, the Bonds were validated by the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida in and for Hillsborough County, Florida in a final judgment rendered on November 22, 2005 and the appeal period from such final judgment has expired with no appeal being taken; and

WHEREAS, the only Bonds previously issued by the District are its $43,510,000 initial principal amount of Special Assessment Bonds, Series 2006A and its $6,055,000 initial principal amount of Special Assessments Bonds, Series 2006B; and

WHEREAS, the Board of the District has duly adopted resolutions pursuant to Sections 170.03, 170.07 and 170.08, Florida Statutes, defining assessable property to be benefited by the 2020 Project (hereinafter defined), defining the portion of the Cost of the 2020 Project with respect to which Series 2020 Assessments (hereinafter defined) will be imposed and the manner in which such Series 2020 Assessments shall be levied against such benefited property within the District, directing the preparation of an assessment roll calling for a public hearing of the District at which owners of property to be subject to the Series 2020 Assessments may be heard as to the propriety and advisability of undertaking the 2020 Project, as to the cost thereof, the manner of payment therefor, and the amount to be assessed against each property improved by the 2020 Project, and stating the intent of the District to issue the Series 2020 Bonds (as herein defined) secured by such Series 2020 Assessments to finance the costs of the acquisition and construction of the 2020 Project and the Board of the District has duly adopted a resolution, following a public hearing conducted in accordance with the Act, to fix and establish the Series 2020 Assessments and the benefited property (collectively the "Assessment Resolution"); and

WHEREAS, pursuant to the Bond Resolution, as supplemented by District Resolution
 	 the District has authorized the issuance, sale and delivery of its $ 	New Port -

Tampa Bay Community Development District Special Assessment Bonds, Series 2020 (the “Series 2020 Bonds”) as a Series of Bonds under the Master Indenture and authorized the execution and delivery of this Second Supplemental Indenture (collectively with the Master Indenture, the "Indenture") to secure the issuance of the Series 2020 Bonds and to set forth the terms of the Series 2020 Bonds; and

WHEREAS, the District will apply the proceeds of the Series 2020 Bonds to: (i) finance the Cost of acquisition, construction, installation and equipping of a portion of the 2020 Project, which 2020 Project is further described in Exhibit C hereto (hereinafter, the "2020 Project"); (ii) pay certain costs associated with the issuance of the Series 2020 Bonds; (iii) to pay a portion of the interest accruing on the Series 2020 Bonds; and (iv) fund the 2020 Reserve Account as herein provided; and

WHEREAS, the execution and delivery of the Series 2020 Bonds and of this Second Supplemental Indenture have been duly authorized by the Board of the District and all things necessary to make the Series 2020 Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Second Supplemental Indenture a valid and binding agreement and, together with the Master Indenture, a valid and binding lien on the 2020 Trust Estate (as hereinafter defined) have been done;

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

That the District, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the mutual covenants herein contained, the purchase and acceptance of the Series 2020 Bonds by the purchaser or purchasers thereof, and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to further secure the payment of the principal and Redemption Price of, and interest on, all Series 2020 Bonds Outstanding from time to time, according to their tenor and effect, and such other payments required to be made under the Master Indenture or hereunder, and to further secure the observance and performance by the District of all the covenants, expressed or implied in the Master Indenture, in this Second Supplemental Indenture and in the Series 2020 Bonds: (a) has executed and delivered this Second Supplemental Indenture and (b) does hereby, grant, bargain, sell, convey, transfer, assign and pledge unto the Trustee, and unto its successors in interest the trusts under the Master Indenture, and to them and their successors and assigns forever, all right, title and interest of the District, in, to and under, subject to the terms and conditions  of the Master Indenture and the provisions of the Master Indenture pertaining to the application thereof for or to the purposes and on the terms set forth in the Master Indenture, all revenues derived by the District from the Series 2020 Assessments levied and imposed pursuant to the Assessment Proceedings as the same may be amended from time to time (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Cost of Issuance Account) established hereby (the "2020 Pledged Funds" and collectively with the "2020 Pledged Revenues," the "2020 Trust Estate") which shall comprise the Trust Estate securing only the Series 2020 Bonds;

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

IN TRUST NEVERTHELESS, except as in each such case may otherwise be provided in the Master Indenture, upon the terms and trusts in the Master Indenture set forth for the equal and proportionate benefit, security and protection of all and singular the present and future Owners of the Series 2020 Bonds issued or to be issued under and secured by this Second Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, of any Series 2020 Bond over any other Series 2020 Bond by reason of priority in their issue, sale or execution;

PROVIDED HOWEVER, that if the District, its successors or assigns, shall well and duly pay, or cause to be paid, or make due provision for the payment of the principal and Redemption Price of the Series 2020 Bonds or any Series 2020 Bond secured and Outstanding under this Second Supplemental Indenture and the interest due or to become due thereon, at the times and in the manner mentioned in the Series 2020 Bonds and this Second Supplemental Indenture, according to the true intent and meaning thereof, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of the Master Indenture and this Second Supplemental Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provision of the Master Indenture and this Second Supplemental Indenture, then upon such final payments, this Second Supplemental Indenture and the rights hereby granted shall cease and terminate, with respect to all Series 2020 Bonds or any Series 2020 Bond of a particular maturity, otherwise this Second Supplemental Indenture shall remain in full force and effect;

THIS SECOND SUPPLEMENTAL INDENTURE FURTHER WITNESSETH, and
it is expressly declared, that all Series 2020 Bonds issued and secured hereunder are to be issued, authenticated and delivered and all of the rights and property pledged to the payment thereof are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Master Indenture (except as amended directly or by implication by this Second Supplemental Indenture), including this Second Supplemental Indenture, expressed, and the District has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective Owners, from time to time, of the Series 2020 Bonds, as follows:

ARTICLE I DEFINITIONS

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

"Acquisition Agreement" shall mean any document, including any and all amendments thereto, pursuant to which the Developer conveys to the District any portion of the 2020 Project.

"Amortization Installments" shall mean the moneys required to be deposited in the Sinking Fund Account within the Debt Service Fund for the purpose of redeeming and paying when due any Term Bonds.

"Assessment Interest" shall mean the interest on Series 2020 Assessments received by the District which is pledged to the Series 2020 Bonds, other than Delinquent Assessment Interest.

"Assessment Principal" shall mean the principal amount of Series 2020 Assessments received by the District which are pledged to the Series 2020 Bonds, other than Delinquent Assessment Principal and Prepayment Principal.

"Assessment Proceedings" shall mean the proceedings of the District with respect to the establishment, levy and collection of the Series 2020 Assessments, including the Assessment Resolution and any supplemental proceedings undertaken by the District with respect to the Series 2020 Assessments.

"Beneficial Owner" shall mean the owners from time to time of the Series 2020 Bonds for federal income tax purposes.

"Bond Depository" shall mean the securities depository existing from time to time under Section 201 hereof.

"Bond Participants" shall mean those broker-dealers, banks and other financial institutions from time to time for which the Bond Depository holds Series 2020 Bonds as securities depository.

"Collateral Assignment" shall mean that certain Collateral Assignment and Assumption of Development Rights Relating to the New Port - Tampa Bay Community Development District and dated the initial delivery date of the Series 2020 Bonds, between the District and the Developer, as amended from time to time.

"Continuing Disclosure Agreement" means that certain Continuing Disclosure Agreement dated the date of issuance and delivery of the Series 2020 Bonds, among the District and the Developer and joined in by the Trustee and Disclosure Representative (as defined therein), as originally executed and as it may be amended from time to time in accordance with the terms thereof.

"Delinquent Assessment Interest" shall mean Assessment Interest deposited with the Trustee after the date on which such Assessment Interest has become due and payable in accordance with applicable law or proceedings of the District.

"Delinquent Assessment Principal" shall mean Assessment Principal deposited with the Trustee after the date on which such Assessment Principal has become due and payable in accordance with applicable law or proceedings of the District.

"Developer" shall mean 	, a 	limited liability company.

"DTC" shall mean The Depository Trust Company, New York, New York, and its successors and assigns.

“Interest Payment Date” shall mean each May 1 and November 1, commencing November 1, 2020.

“Investment Obligations” 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); Fannie Mae (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.

money market deposit accounts, time deposits, and certificates of deposits issued by commercial banks, savings and loan associations or mutual savings banks whose short-term obligations are rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S & P; and

commercial paper rated in the top two rating category by both Moody’s and S&P at the time of purchase;

municipal securities issued by any state or commonwealth of the United States or political subdivision thereof or constituted authority thereof including, but not limited to, municipal corporations, school districts and other special districts, the interest on which is exempt from federal income taxation under Section 103 of the Code and rated A- or higher by Moody’s, Fitch or S&P at the time of purchase;

both (A) 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 for such fund by both Moody’s and S&P, and (B) shares of money market mutual funds that invest only in Government Obligations and obligations of any of the following agencies: Government National Mortgage Association (including participation certificates issued by such association); Fannie Mae (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 and repurchase agreements secured by such obligations, which funds are rated in the highest categories for such funds by both Moody’s and S&P at the time of purchase;

repurchase agreements, which will be collateralized at the onset of the repurchase agreement of at least 103% marked to market weekly by the provider 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 “AA” by S&P and “Aa” by Moody’s provided that the repurchase agreement shall provide that if during its term the provider’s rating by either S&P or Moody’s falls below “AA-” or “Aa3,” 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 “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or (B) repurchase all collateral and terminate the repurchase agreement. Further, if the provider’s rating by either S&P or Moody’s falls below “A-” or “A3,” respectively, the provider must immediately notify the District and the Trustee of and must at the direction of the District to the provider, within ten (10) calendar days, either (1) maintain collateral at levels sufficient to maintain an “AA” rated investment from S&P and an “Aa” rated investment from Moody’s, or
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) calendar days of the date such conditions apply, then the repurchase agreement shall provide that the Trustee shall be entitled to, and in such event, the Trustee shall withdraw the entire amount invested plus accrued interest within ten (10) Business Days following the Trustee knowing of such failure. Any repurchase agreement entered into pursuant to this Indenture shall contain the following additional provisions:

Failure to maintain the requisite collateral percentage will require the District 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’s books);

The repurchase agreement shall state and an opinion of legal counsel in form and in substance satisfactory to the District addressed to the District and the Trustee 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 “repurchase agreement” as defined in the United States Bankruptcy Code and, if the provider is a domestic bank, a “qualified financial contract” as defined in the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) 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 District and the Trustee of any change in its long-term debt rating;

The District shall represent that it has no knowledge of any fraud involved in the repurchase transaction;

The District and the Trustee shall receive the opinion of legal counsel (which opinion shall be addressed to the District and the Trustee and shall be in form and substance

satisfactory to the District) 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;

The interest with respect to the repurchase transaction shall be payable at the times and in the amounts necessary in order to make funds available when required under this Supplemental Indenture;

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 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 District, the Trustee, or a third-party acceptable to, and acting solely as agent for, the Trustee (the “Holder of the Collateral”) shall be delivered and transferred in compliance with applicable state and federal laws (other than by means of entries on provider’s 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 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;

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’s or S&P (if the term of such agreement does not exceed 365 days), or has an unsecured, uninsured and unguaranteed obligation (or claims paying ability) rated by Aa2 or better by Moody’s 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 Series 2020 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’ notice unless otherwise specified in this 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 District and the Trustee receive an opinion of legal counsel that such agreement is an enforceable obligation of such insurance company, bank, financial institution or parent;

in the event of a suspension, withdrawal, or downgrade below Aa3, AA- or AA- by Moody’s, S&P or Fitch, respectively, the provider shall notify the District and the Trustee within five (5) Business Days of such downgrade event and the provider shall at its option, within ten (10) Business Days after notice is given to the District and the Trustee take any one of the following actions:

collateralize the agreement at levels, sufficient to maintain an “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a market to market approach, or

assign the agreement to another provider, as long as the minimum rating criteria of “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a market to market approach; or

have the agreement guaranteed by a provider which results in a minimum rating criteria of an “AA” rated investment from S&P or Fitch and an “Aa2” from Moody’s with a market to market approach; or

repay all amounts due and owing under the agreement.

In the event the provider has not satisfied any one of the above conditions within three (3) calendar days of the date such conditions apply, then the agreement shall provide that the Trustee 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 District of Columbia, if such obligations are, at the time of purchase, rated A- or better by at least two (2) of the following rating agencies: Moody’s, S&P or Fitch or AA- or better by either S&P or Fitch or Aa- by Moody’s;

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, at the time of purchase, is rated at least “AA” by S&P (without regard to gradation) or at least “Aa” by Moody’s (without regard to gradation);

other investments permitted by Florida law and directed by the District.

Under all circumstances, the Trustee shall be entitled to conclusively rely that any investment directed in writing by the District is permitted under the Indenture and are legal investments for funds of the Issuer.

"Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Series 2020 Bonds then Outstanding.

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

"Operation and Maintenance Assessments" shall mean non-ad valorem special assessments levied by the District pursuant to the Act and other applicable law on assessable District lands for the operation and maintenance of the 2020 Project and/or the operations of the District.

"Participating Underwriter" shall have the meaning ascribed to it in the Continuing Disclosure Agreement.

"Prepayment Principal" shall mean the excess amount of Assessment Principal received by the District over the Assessment Principal then due, but shall not include Delinquent Assessment Principal. Prepayment Principal shall not include the proceeds of any refunding bonds.

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

"Series 2020 Assessments" shall mean the Assessments levied against properties within the District specially benefited by the 2020 Project all as described in the Assessment Proceedings.

["Substantially Absorbed" means the date at least 90% of the principal portion of the Series 2020 Assessments have been assigned to residential units that have received certificates of occupancy.]

"Term Bonds" shall mean the Series 2020 Bonds that mature on one date and that are subject to mandatory redemption from Amortization Installments.

“True Up Agreement” shall mean, the True-Up Agreement between the District and the Developer Regarding the True Up and Payment of Series 2020 Project Assessments, dated April
 	, 2020.

"2020 Acquisition and Construction Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) of this Second Supplemental Indenture.

"2020 Costs of Issuance Account" shall mean the Account so designated, established as a separate Account within the Acquisition and Construction Fund pursuant to Section 401(a) of this Second Supplemental Indenture.

"2020 Interest Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 401(b) of this Second Supplemental Indenture.

“2020 Optional Redemption Account” shall mean the Account so designated, established as a separate Account within the Bond Redemption Fund pursuant to Section 401(c) of this Second Supplemental Indenture.

"2020 Prepayment Account" shall mean the Account so designated, established as a separate Account within the Bond Redemption Fund pursuant to Section 401(c) of this Second Supplemental Indenture.

"2020 Rebate Account" shall mean the Account so designated, established pursuant to Section 4.07 of this Second Supplemental Indenture.

"2020 Reserve Account" shall mean the Account established as a separate Account within the Debt Service Reserve Fund pursuant to Section 401(d) of this Second Supplemental Indenture.

"2020 Reserve Account Requirement" shall mean 	.

"2020 Revenue Account" shall mean the Account so designated, established as a separate Account within the Revenue Fund pursuant to Section 401(e) of this Second Supplemental Indenture.

"2020 Sinking Fund Account" shall mean the Account so designated, established as a separate Account within the Debt Service Fund pursuant to Section 401(b) of this Second Supplemental Indenture.

ARTICLE II
AUTHORIZATION, ISSUANCE AND PROVISIONS OF SERIES 2020 BONDS

Section 201. Authorization of Series 2020 Bonds; Book-Entry Only Form. The Series 2020 Bonds are hereby authorized to be issued in the aggregate principal amount of $ 	 for the purposes enumerated in the recitals hereto. The Series 2020 Bonds shall be substantially in the form set forth as Exhibit A to this Second Supplemental Indenture. Each Series 2020 Bond shall bear the designation "2020" and be numbered consecutively from 1 upwards.

The Series 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2020 Bond for each maturity of Series 2020 Bonds and shall be numbered consecutively from R-1 and up. Upon initial issuance, the ownership of such  Series 2020 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of The Depository Trust Company, New York, New York ("DTC"), the initial Bond Depository. Except as provided in this Section 201, all of the Outstanding Series 2020 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC.

With respect to Series 2020 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant or to any Beneficial Owner. Without limiting the immediately preceding sentence,  the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Bond Participant with respect to any ownership interest in the Series 2020 Bonds, (ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2020 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2020 Bonds. The District, the Trustee, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Series 2020 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such Series 2020 Bond for the purpose of payment of principal, premium and interest with respect to such Series 2020 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2020 Bond, for the purpose of registering transfers with respect to such Series 2020 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2020 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided herein and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2020 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions hereof. Upon delivery by  DTC to the District of written notice to the effect that DTC has determined to substitute a new Nominee in place of Cede & Co., and subject to the provisions therein with respect to Record Dates, the words "Cede & Co." in this Second Supplemental Indenture shall refer to such new Nominee of DTC; and upon receipt of such a notice the District shall promptly deliver a copy of the same to the Trustee, Bond Registrar and the Paying Agent.

Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2020 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the Beneficial Owners of the Series 2020 Bonds or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Series 2020 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Beneficial Owners shall designate, in accordance with the provisions hereof.

Section 202.	Terms of Series 2020 Bonds. The Series 2020 Bonds shall be issued as
          ( ) Term Bonds as set forth below and shall bear interest at the fixed interest rate per annum and shall mature in the amounts and on the dates set forth below:

$ 	, 	% Term Bond due November 1, 20 

$ 	, 	% Term Bond due November 1, 20 

$ 	, 	% Term Bond due November 1, 20 

Section 203. Dating;  Interest Accrual.  Each Series 2020 Bond upon initial issuance  shall be dated April , 2020. Each Series 2020 Bond shall also bear its date of authentication. Each Series 2020 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2020 Bond has been paid, in which event such Series 2020 Bond shall bear interest from its date of authentication; or (ii) is prior to the first Interest Payment Date for the Series 2020 Bonds, in which event such Series 2020 Bond shall bear interest from its date. Interest on the Series 2020 Bonds shall be due and payable on each May 1 and November 1, commencing November 1, 2020, and shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 204. Denominations. The Series 2020 Bonds shall be issued in Authorized Denominations.

Section 205. Paying Agent. The District appoints the Trustee as Paying Agent for the Series 2020 Bonds.

Section 206.  Bond Registrar.  The District appoints the Trustee as Bond Registrar for  the Series 2020 Bonds.

Section 207. Conditions Precedent to Issuance of Series 2020 Bonds. In addition to complying with the requirements set forth in Section 207 of the Master Indenture in connection with the issuance of the Series 2020 Bonds, all the Series 2020 Bonds shall be executed by the District for delivery to the Trustee and thereupon shall be authenticated by the Trustee and delivered to the District or upon its order, but only upon the further receipt by the Trustee of:

(a)	Certified copies of the Assessment Proceedings;	
(b)	Executed originals of the Master Indenture and this Second Supplemental	
Indenture;		
(c)	A Bond Counsel opinion also addressed to the Trustee or with respect to	
which the Trustee has received a customary reliance letter substantially to the effect that; (i) the Indenture has been duly authorized and executed by the District and constitutes a valid and binding obligation of the District; (ii) the Series 2020 Bonds have been duly authorized, executed and delivered by the District and are valid and binding special obligations of the District, payable solely from the sources provided therefor in the Indenture; (iii) the interest on the Series 2020 Bonds is excludable from gross income for federal income tax purposes; and (iv) the Series 2020

Bonds and the interest paid thereon are exempt from all taxes imposed by the State of Florida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes on corporations and other entities, as defined therein.

An opinion of Counsel to the District addressed to the Trustee substantially to the effect that; (i) the District has been duly established and validly exists as a community development district under the Act, (ii) the District has good right and lawful authority under the Act to undertake the 2020 Project being financed with the proceeds of the Series 2020 Bonds, 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 having lawful jurisdiction in order to undertake the 2020 Project, (iii) all proceedings undertaken by the District with respect to the Series 2020 Assessments have been in accordance with Florida law, (iv) the District has taken all action necessary to levy and impose the Series 2020 Assessments, and (v) the Series 2020 Assessments are legal, valid and binding liens upon the property against which such Series 2020 Assessments are made, coequal with the lien of all state, county, district and municipal taxes, superior in dignity to all other liens, titles and claims, until paid;

A certificate of a Responsible Officer to the effect that, upon the authentication and delivery of the Series 2020 Bonds, the District will not be in default in the performance of the terms and provisions of the Master Indenture or this Second Supplemental Indenture;

A certificate or certificates of the District's engineer certifying as to the accuracy of the information set forth in the District engineer's report regarding the 2020 Project; and

A certified copy of the final judgment of validation together with a certificate of no appeal.

Delivery to the Trustee of the net proceeds from the issuance of the Series 2020 Bonds shall constitute conclusive proof of the delivery of the items described above to the satisfaction of the Issuer and the underwriter of the Series 2020 Bonds.

Section 208. Continuing Disclosure.  The District hereby covenants and agrees that it  will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provisions of the Indenture, failure of the District to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may and, at the request of any Participating Underwriter (as defined in Rule 15c2-12 of the Securities and Exchange Commission) or the Holders of at least 25% aggregate principal amount of Outstanding Series 2020 Bonds, and receipt of indemnity satisfactory to the Trustee shall, or any such Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the District to comply with its obligations under this Section.

ARTICLE III
REDEMPTION AND PURCHASE OF SERIES 2020 BONDS

The Series 2020 Bonds are subject to redemption prior to maturity as provided in the form thereof set forth as Exhibit A to this Second Supplemental Indenture. Series 2020 Bonds may be purchased as provided in Article III of the Master Indenture. If at the time of mailing the notice of any redemption, the District shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem all the Series 2020 Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption moneys with the Trustee or Paying Agent, as the case may be, not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited.

ARTICLE IV
DEPOSIT OF SERIES 2020 BOND PROCEEDS AND APPLICATION THEREOF; ESTABLISHMENT OF ACCOUNTS AND OPERATION THEREOF

Section 401.	Establishment of Accounts.

There are hereby established within the Acquisition and Construction Fund held by the Trustee the following accounts:

a 2020 Acquisition and Construction Account; and

a 2020 Costs of Issuance Account;

There are hereby established within the Debt Service Fund held by the Trustee a 2020 Sinking Fund Account, and a 2020 Interest Account;

There is hereby established within the Bond Redemption Fund a 2020 Prepayment Account and a 2020 Optional Redemption Account;

There is hereby established within the Reserve Fund held by the Trustee a 2020 Reserve Account, which account shall be held for the benefit of all of the Series 2020 Bonds without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another; and

There is hereby established within the Revenue Fund held by the Trustee a 2020 Revenue Account.

Section 402. Use of 2020 Bond Proceeds.  Following the Trustee's receipt of the items  set forth in Section 207 of the Master Indenture and Section 207 hereof; the net proceeds of sale of the Series  2020 Bonds, $ 	(face amount of Series 2020 Bonds less underwriter's discount of $ 	) shall be delivered to the Trustee by the District and be applied as follows:

$ 	, representing the 2020 Reserve Account Requirement, shall be deposited to the 2020 Reserve Account;

$ 	, representing costs of issuance relating to the Series 2020 Bonds, shall be deposited to the credit of the 2020 Costs of Issuance Account;

$ 	, shall be deposited to the 2020 Interest Account; and

$ 	of the proceeds of the Series 2020 Bonds remaining after the deposits above shall be deposited to the credit of the 2020 Acquisition and Construction Account of the Acquisition and Construction Fund.

Section 403.	Acquisition and Construction Fund.

Amounts on deposit in the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the 2020 Project upon presentment to the Trustee of a properly signed requisition in substantially the form of Exhibit B.

Any balance remaining in the 2020 Acquisition and Construction Account after the Date of Completion of the 2020 Project and after retaining the amount, if any, of all remaining unpaid Cost of the 2020 Project set forth in the Engineers' Certificate establishing such Date of Completion, shall be deposited in the 2020 Prepayment Account in the Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2020 Bonds in the manner prescribed in the Series 2020 Bonds. At such time as there are no amounts on deposit in the 2020 Acquisition and Construction Account such account shall be closed. No such transfer to the 2020 Prepayment Account shall be made if on the date of such proposed transfer the Trustee has knowledge that an Event of Default exists until such Event of Default no longer exists or is waived or the Trustee is directed by the Majority Owners to otherwise apply such moneys.

In accordance with the provisions of the Indenture, the Series 2020 Bonds are payable solely from the 2020 Trust Estate. The District acknowledges hereby that (i) the 2020 Trust Estate includes, without limitation, all amounts on deposit in the 2020 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the 2020 Trust Estate may not be used by the District (whether to pay costs of the 2020 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the 2020 Project and payment is for such work and (iii) the 2020 Trust Estate may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to the 2020 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

Section 404. Costs of Issuance Account. There shall be deposited in the 2020 Costs of Issuance Account $ 	which shall, at the written direction of a Responsible Officer to the Trustee, be used to pay the costs of issuance relating to the Series 2020 Bonds. Any amounts on deposit in the 2020 Costs of Issuance Account ninety (90) days after the date of initial delivery of the Series 2020 Bonds, for which the District has not provided a pending requisition,

shall be transferred over and deposited into the 2020 Acquisition and Construction Account and used for the purposes permitted therefor and the Cost of Issuance Account shall be closed.

Section 405. 2020 Reserve Account. Amounts on deposit in the 2020 Reserve Account except as provided elsewhere in the Master Indenture or in this Second Supplemental Indenture shall be used only for the purpose of making payments into the 2020 Interest Account and the 2020 Sinking Fund Account to pay the Series 2020 Bonds, without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

The Trustee, on or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2020 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the 2020 Reserve Account, from the first legally available sources of the District.

All earnings on investments in the 2020 Reserve Account shall be deposited to the 2020 Revenue Account provided no deficiency exists in the 2020 Reserve Account except that prior to the Date of Completion of the 2020 Project earnings shall be deposited to the 2020 Acquisition and Construction Account if a deficiency does not exist in the 2020 Reserve Account and if a deficiency does exist earnings shall remain on deposit in the 2020 Reserve Account until the deficiency is cured. Such Account shall consist only of cash and Investment Securities.

Notwithstanding the foregoing on the earliest date on which there is on deposit in the 2020 Reserve Account, sufficient monies, taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2020 Bonds, together with accrued interest on such Series 2020 Bonds to the earliest date of redemption, then the Trustee shall transfer to the 2020 Prepayment Account the amount on deposit in the 2020 Reserve Account to pay and redeem all of the Outstanding 2020 Bonds on the earliest such date.

Section 406. Application of Prepayment Principal; 2020 Prepayment Account. All Prepayment Principal shall upon receipt by the Trustee be deposited to the 2020 Prepayment Account. At the time the District deposits Prepayment Principal with the Trustee it shall notify the Trustee in writing as to the amount of Prepayment Principal. Amounts on deposit in the 2020 Prepayment Account shall be applied to the extraordinary mandatory redemption of the Series 2020 Bonds in the manner prescribed in the Series 2020 Bonds.

The Trustee is not responsible to verify if any payment is Prepayment Principal and may conclusively rely as accurate upon the classification of the District as Prepayment Principal and in the absence of such notification will conclude that such payment is not Prepayment Principal.

Section 407. Tax Covenants and Rebate Account.  The District shall comply with the  Tax Regulatory Covenants (including deposits to and payments from the 2020 Rebate Account hereby established) included as part of the closing transcript for the Series 2020 Bonds, as amended and supplemented from time to time in accordance with its terms. Amounts in the 2020

Rebate Account hereby established shall be directed by the District for investment only in Government Obligations. To the extent any amounts in the 2020 Rebate Account are not needed to comply with the Tax Regulation Covenants, such amounts shall be transferred as directed by the District to any other fund or account created hereunder.

Notwithstanding anything to the contrary contained in the Master Indenture, the District covenants with the holders of the Series 2020 Bonds that it shall comply with the requirements of Code necessary to maintain the exclusion of interest on the Series 2020 Bonds from gross income for purposes of federal income taxation, including the payment of any amount required  to be rebated to the U.S. Treasury pursuant to the Code, and, in particular, that it shall not make or direct the making of any investment or other use of proceeds of such Series 2020 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the interest on such 2020 Bonds to be or become subject to federal income taxation, nor shall it fail to do  any act which is necessary to prevent such interest from becoming subject to federal income taxation. The District further covenants that neither the District nor any other person under its control or direction will make any investment or other use of the proceeds of the Series 2020 Bonds (or amounts deemed to be proceeds under the Code) in any manner which would cause the 2020 Bonds to be "private activity bonds" as that term is defined in Section 141 of the Code (or any successor provision thereto), or "arbitrage bonds" as that term is defined in Section 148 of the Code (or any successor provision thereto) and that it will comply with such sections of the Code throughout the term of the Series 2020 Bonds.

Section 408. Establishment of 2020 Revenue Account in Revenue Fund; Application of Series 2020 Accounts and Investment Earnings.

Amounts on deposit in the 2020 Revenue Account shall be applied in accordance with the provisions hereof. Except as otherwise provided herein, the Series 2020 Assessments will be collected in accordance with the provisions of Sections 197.3631, 197.3632 and 197.3635, Florida Statute. Following an Event of Default, the Majority Owners may direct the District as to the collection method for the Series 2020 Assessments provided such method complies with Florida law. The District covenants to assess, levy, and enforce the payment  of the Series 2020 Assessments at times and in amounts as shall be necessary in order to pay, when due, Debt Service on the Series 2020 Bonds and to pay or cause to be paid the proceeds of such Series 2020 Assessments as received to the Trustee for deposit to the 2020 Revenue Account.

Upon deposit of the revenues from the Series 2020 Assessments including the interest thereon with the Trustee, the District shall provide the Trustee a written accounting setting forth the amounts of such Series 2020 Assessments in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Assessment Interest which shall be deposited into the 2020 Interest
Account;

Assessment Principal, which shall be deposited into the 2020
Sinking Fund Account;

Prepayment Principal which shall be deposited into the 2020 Prepayment Account;

Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal from the 2020 Reserve Account to pay the principal of Series 2020 Bonds, to the extent that less than the 2020 Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Sinking Fund Account;

Delinquent Assessment Interest shall first be applied to restore the amount of any withdrawal from the 2020 Reserve Account to pay the interest of Series 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in a 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Interest Account;

The balance shall be deposited in the 2020 Revenue Account.

On each March 15, June 15, September 15 and December 15 (or if such Day is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the 2020 Prepayment Account and, if the balance therein is greater than zero, shall, upon written authorization from the District, transfer, but only after transferring sufficient amounts as directed by the District from the 2020 Revenue Account to pay amounts due on the next Interest Payment Date, from the 2020 Revenue Account for deposit into such Prepayment Account, an amount sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of Series 2020 Bonds on the next succeeding Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Account in accordance with the provisions for extraordinary redemption of Series 2020 Bonds. All interest due in regard to such prepayments shall be paid from the 2020 Interest Account or, if insufficient amounts are on deposit in the 2020 Interest Account to pay such interest, then from the 2020 Revenue Account.

Anything herein or in the Master Indenture to the contrary, on each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall transfer from amounts on deposit in the 2020 Revenue Account to the Funds and Accounts designated below, the following amounts in the following order of priority:

FIRST, to the 2020 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2020 Bonds then Outstanding on such May 1 or November 1, less any other amount already on deposit in the 2020 Interest Account not previously credited;

SECOND, beginning on November 1, , and no later than the Business Day next preceding each November 1 thereafter while Series 2020 Bonds remain Outstanding, to the 2020 Sinking Fund Account, an amount equal to the Amortization Installment on the Series 2020

Bonds due on such November 1 or the principal maturing on such November 1, less any amount on deposit in the 2020 Sinking Fund Account not previously credited;

THIRD, to the 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit therein equal to the 2020 Reserve Account Requirement with respect to the 2020 Bonds; and

FOURTH, the balance shall be retained in the 2020 Revenue Account.

Anything herein to the contrary notwithstanding, it shall not constitute an Event of Default hereunder if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefor; provided, however, that nothing in this paragraph is meant to change what are otherwise Events of Default as provided for in Article X of the Master Trust Indenture and Section 606 herein.

On any date required by the Tax Regulation Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the 2020 Revenue Account to the 2020 Rebate Account established for the Series 2020 Bonds in the Rebate Fund the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Regulatory Covenants. To the extent  insufficient moneys are on deposit in the 2020 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

Anything herein or in the Master Indenture to the contrary notwithstanding, amounts on deposit in all of the Funds and Accounts held as security for the Series 2020 Bonds shall be invested only in Investment Obligations, and further, earnings on investments in the 2020 Acquisition and Construction Account and the 2020 Cost of Issuance Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2020 Revenue Account, 2020 Sinking Fund Account, the 2020 Interest Account and the 2020 Prepayment Account and the 2020 Optional Redemption Account in the Bond Redemption Fund shall be deposited, as realized, to the credit of the 2020 Revenue Account and used for the purpose of such Account.

Earnings on investments in the 2020 Reserve Account shall be disposed of as provided in Section 405 hereof.

ARTICLE V CONCERNING THE TRUSTEE

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

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

Section 503. Trustee's Duties. Nothing contained herein shall limit the rights, benefits, privileges, protection and entitlements inuring to the Trustee under the Master Indenture, including, particularly, Article VI thereof, all of which shall apply to the actions of the Trustee under this Second Supplemental Indenture.

Section 504. Brokerage Confirmations. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder and under the Master Indenture with respect to the 2020 Bonds Outstanding.

Section 505. Patriot Act Requirements of 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 identified each person who opens an account. For a non-individual person such as business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person’s formation and existence as a legal entity. The Trustee may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

ARTICLE VI MISCELLANEOUS

Section 601. Confirmation of Master Indenture. As supplemented by this Second Supplemental Indenture, the Master Indenture is in all respect ratified and confirmed, and this Second Supplemental Indenture shall be read, taken and construed as a part of the Master Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the Master Indenture, except insofar as modified herein, shall apply and remain in full force and effect with respect to this Second Supplemental Indenture and to the Series 2020 Bonds issued hereunder. To the extent of any conflicts between the terms and provisions of the Master Indenture and this Second Supplemental Indenture the terms and provisions hereof shall control.

Section 602. Additional Covenant Regarding 2020 Assessments. In addition, and not in limitation of, the covenants contained elsewhere in this Second Supplemental Indenture and in the Master Indenture, the District covenants to comply with the terms of the proceedings heretofore adopted with respect to the 2020 Assessments, including the assessment methodology, prepared by PFM Financial Advisors, LLC. (the "Report"), and to levy the 2020 Assessments and any required true up payments as set forth in the Report, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2020 Bonds, when due. The District also agrees that it shall not amend the Report in any material manner without the written consent of the Majority Owners.

The District shall directly collect the Series 2020 Assessments in lieu of the Uniform Method with respect to any assessable lands until such time as such lots are platted, unless the District Manager is directed otherwise by Majority Owners.

Section 603. Limitation on Additional Debt. Other than Bonds issued to  refund  a  portion of Outstanding Series 2020 Bonds, the issuance of which as determined by the District results in present value debt service savings, the District shall not, while any Series 2020 Bonds are outstanding, issue or incur any debt payable in whole or in part from the 2020 Trust Estate.  In addition, the District covenants not to issue any other Bonds or other debt obligations secured by Assessments on assessable lands which are also encumbered by the Series 2020 Assessments for any capital project unless the Series 2020 Assessments have been Substantially Absorbed; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2020 Assessments which as determined by the District, are necessary for health, safety, and welfare reasons or to remediate a natural disaster. The District may issue Bonds or other debt obligations secured by Assessments on assessable lands not encumbered by the Series 2020 Assessments without limitation except as limited by the documents pursuant to which such Bonds or debt are issued. The Trustee and the District may rely on a certificate from the District Manager regarding such status of the residential units and the Series 2020 Assessments and in the absence of receipt of such certificate, may assume Substantial Absorption has not occurred.

Section 604.	Additional Matters Relating to Delinquent Assessments.

Notwithstanding anything herein or in the Master Indenture to the contrary, the following provisions shall apply with respect to the Series 2020 Assessments and Series 2020 Bonds: If any property shall be offered for sale for the nonpayment of any Series 2020 Assessments, and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the District, after receiving the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Outstanding, specifying whether the District is to take title to the property in its corporate name or in the name of a special purpose entity, may purchase the property for an amount approved by the Majority Owners (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special-purpose entity title to the property for the benefit of the Owners of the Series 2020 Bonds. The District, either through its own actions, or actions caused to be taken by the District through the Trustee, shall have the power to and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the 2020 Revenue Account. The District, either through its own actions, or actions caused to be taken by the District through the Trustee, agrees that it shall, after being provided assurances satisfactory to it of payment of its fees, costs and expenses for doing so, be required to take the measures provided by law for listing for sale of property acquired by it as trustee for the Owners of the Series 2020 Bonds within sixty (60) days after the receipt of the request therefore signed by the Trustee, acting at the direction of the Majority Owners of the Series 2020 Outstanding . The District may pay costs associated with any actions taken by the District pursuant to this paragraph from any moneys legally available for such purpose held under the Indenture, provided such action does not adversely impact the tax-exempt status of the interest on the Series 2020 Bonds.

Notwithstanding anything to the contrary herein or in the Master Indenture, the District acknowledges and agrees that (i) upon failure of any property owner to pay when due any installment of Series 2020 Assessments that are billed directly by the District,

that the entire Series 2020 Assessments levied on the property for which such installment of Series 2020 Assessments is due and unpaid, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and, with the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Bonds Outstanding, the District shall promptly, but in any event within ninety (90) days of the receipt of such consent, cause to be brought the necessary legal proceedings for the foreclosure of liens of the delinquent Series 2020 Assessments, 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.

Section 605. Additional Matters Relating to Series 2020 Assessments and Assessment Proceedings. The District covenants and agrees that upon the occurrence and continuance of an Event of Default with respect to the Series 2020 Bonds, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of delinquent Series 2020 Assessments that are directly billed and collected by the District, as well as delinquent direct billed Operation and Maintenance Assessments, and the provisions for the foreclosure of liens of delinquent Series 2020 Assessments that are directly billed and collected by the District, as well as delinquent direct billed Operation and Maintenance Assessments, all in a manner consistent with the Master Indenture and this Second Supplemental Indenture. All Series 2020  Assessments that are billed and collected directly by the District shall be due and payable no later than thirty (30) days prior to each Interest Payment Date and shall become delinquent thereafter.

Section 606.	Additional Matters Relating to Events of Default.

In addition to the events set forth in Section 902 of the Master Indenture, each of the following events shall be an Event of Default with respect to the Series 2020 Bonds, notwithstanding anything to the contrary in the Master Indenture:

Any portion of the Series 2020 Assessments pledged to the Series 2020 Bonds shall have become delinquent and, as the result thereof, the Indenture authorizes the Trustee to withdraw funds in an amount greater than fifteen percent (15%) of the amount on deposit in 2020 Reserve Account to pay the Debt Service on the Series 2020 Bonds (regardless of whether the Trustee does or does not actually withdraw such funds from the 2020 Reserve Account to pay the Debt Service on the Series 2020 Bonds) (the foregoing being referred to as a "2020 Reserve Account Event") unless within sixty (60) days from the 2020 Reserve Account Event the District has either paid to the Trustee (i) the amounts, if any, withdrawn from the 2020 Reserve Account or (ii) the portion of the Delinquent Assessment Principal and Delinquent Assessment Interest giving rise to the 2020 Reserve Account Event are no longer delinquent; and

More than fifteen percent (15%) of the Operation and Maintenance Assessments that are directly billed by the District and levied by the District on tax parcels subject to the Series 2020 Assessments are not paid by the date such are due and payable and such default continues for sixty (60) days after the date when due. The District shall give written notice to the Trustee of the occurrence of such event not later than 10 days after the end of the sixty day period referred to in the preceding sentence. The Trustee shall not be deemed to have knowledge of the occurrence of such an Event of Default absent notice thereof from the District.

Section 607.	Provisions relating to Bankruptcy or Insolvency of Landowner.

The provisions of this Section 607 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least three percent (3%) of the Series 2020 Assessments pledged to the Series 2020 Bonds Outstanding (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding").

The District acknowledges and agrees that, although the Series 2020 Bonds were issued by the District, the Owners of the Series 2020 Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer:

the District hereby agrees that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Bonds Outstanding, prior to making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceedings or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding, the Outstanding Series 2020 Bonds or any rights of the Trustee under the Indenture (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent);

the District hereby agrees that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding, the Series 2020 Bonds Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee;

the District hereby agrees that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent);

the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the

District shall not oppose the Trustee in seeking to exercise any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Series 2020 Assessments relating the Series 2020 Bonds Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to make any election under Section 1111(b) of the Bankruptcy Code; and

The District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceedings or take any other action in such Proceedings, which is adverse to Trustee's enforcement or the District's claim and rights with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the  foregoing, the District agrees that the Trustee shall have the right (i) to file a proof of claim with respect to the Series 2020 Assessments pledged to the Series 2020 Bonds Outstanding, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the provisions of the immediately preceding paragraphs, nothing in this Section shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for Operation and Maintenance Assessments, and the District shall be free to pursue such claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for Operation and Maintenance Assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in clause (b)(iv) or (b)(v) above.

Section 608. Assignment of Collateral Assignment.

The District hereby assigns its rights under the Collateral Assignment to the Trustee for the benefit of the Owners, from time to time, of the Series 2020 Bonds. Such assignment shall not be considered an assumption by the Trustee of any obligations thereunder.

Section 609. Third Party Beneficiaries. This  Second  Supplemental  Indenture  shall inure solely to the benefit of the District, the Trustee and the Holders from time to time of the Series 2020 Bonds, and shall create no rights in any other person or entity.

Section 610. Enforcement of True-Up Agreement and Completion Agreement . The District, either through its own actions, or actions caused to be taken through the Trustee, covenants that it shall strictly enforce all of the provisions of the Completion Agreement and the True-Up Agreement, and, upon the occurrence and continuance of a default under such agreements, the District covenants and agrees that the Trustee, at the written direction of the Majority Owners of the Series 2020 Bonds shall, subject to the Trustee’s rights under Article VI of the Master Indenture, act on behalf of, and in the District’s stead, to enforce the provisions of such agreements and to pursue all available remedies under applicable law or in equity.  Anything herein or in the Master Indenture to the contrary notwithstanding, failure of the District to enforce, or permit the Trustee to enforce in its stead, all of the provisions of the Completion Agreement and the True-Up Agreement upon demand of the Majority Owners of the Series 2020 Bonds, or the Trustee at the written direction of the Majority Owners of the Series 2020 Bonds, shall constitute an Event of Default under the Indenture without benefit of any period for cure.

IN	WITNESS	WHEREOF,	NEW	PORT	-	TAMPA	BAY	COMMUNITY
DEVELOPMENT DISTRICT has caused these presents to be signed in its name and on its behalf by its Chairperson, and its official seal to be hereunto affixed and attested by its Secretary, thereunto duly authorized, and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized signatory.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

[SEAL]

By:		 Chairperson, Board of Supervisors

ATTEST:

By:		 Secretary

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		 Vice President

No. 2020R- 

EXHIBIT A

$ 	

United States of America State of Florida

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BOND, SERIES 2020

Interest	Maturity	Dated	
Rate	Date	Date	CUSIP	
 	%	November 1,  		 	, 2020	 		

Registered Owner:	CEDE & CO.

Principal Amount:	 	

MILLION 	_  HUNDRED   	

THOUSAND AND

NO/100 DOLLARS

THE NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT HAS ESTABLISHED A BOOK ENTRY SYSTEM OF REGISTRATION FOR THIS SERIES 2020 BOND. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THE INDENTURE, CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), WILL BE THE REGISTERED OWNER AND WILL HOLD THIS SERIES 2020 BOND ON BEHALF OF EACH BENEFICIAL OWNER HEREOF. BY ACCEPTANCE OF A CONFIRMATION OF PURCHASE, DELIVERY OR TRANSFER, EACH BENEFICIAL OWNER OF THIS SERIES 2020 BOND SHALL BE DEEMED TO HAVE AGREED TO SUCH ARRANGEMENT. CEDE & CO., AS REGISTERED OWNER OF THIS SERIES 2020 BOND, MAY BE TREATED AS THE OWNER OF IT FOR ALL PURPOSES.

UNLESS THIS SERIES 2020 BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, WITH RESPECT TO ANY SERIES 2020 BOND REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NEW   PORT   -   TAMPA   BAY   COMMUNITY   DEVELOPMENT   DISTRICT,   a
community development district duly created and existing pursuant to Chapter 190, Florida Statutes (the "District"), for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the Registered Owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Series 2020 Bond shall have been called for redemption in whole or in part and payment of the Redemption Price (as defined in the Indenture mentioned hereinafter) shall have been duly made or provided for, the principal amount shown above and to

pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent Interest Payment Date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above, on May 1 and November 1 of each year (each, an "Interest Payment Date"), commencing on November 1, 2020, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. Notwithstanding the foregoing, if any Interest Payment Date is not a Business Day (as defined in the Indenture hereinafter mentioned), then all amounts due on such Interest Payment Date shall be payable on the first Business Day succeeding such Interest Payment Date, but shall be deemed paid on such Interest Payment Date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as hereinafter defined), be paid to the Registered Owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth (15th) day of the calendar  month next preceding such Interest Payment Date; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 of the Master Indenture, the payment of interest and principal or Redemption Price shall be made by the Paying Agent (hereinafter defined) to such person, who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the Registered Owner of this Series 2020 Bond. Any payment of principal, or Redemption Price or interest shall be made only in accordance with standard DTC practices. Interest on this Bond will be computed on the basis of a 360-day year of twelve 30 day months.

This Bond is one of a duly authorized issue of bonds of the District designated "Special Assessment Bonds, Series 2020" (the "Series 2020 Bonds") issuable under and governed by the terms of a Master Trust Indenture, dated as of February 1, 2006 (the "Master Indenture"), between the District and U.S. Bank National Association as trustee (the "Trustee"), as supplemented by a Second Supplemental Trust Indenture, dated as of April 1, 2020 (the "Supplemental Indenture"), between the District and the Trustee (the Master Indenture as supplemented by the Supplemental Indenture is hereafter referred to as the "Indenture"). The Series 2020 Bonds are issued in an aggregate principal amount of $ 	for the purposes of
financing the Cost of acquiring, constructing and equipping certain assessable improvements (the "2020 Project"); (ii) paying certain costs associated with the issuance of the Series 2020 Bonds; (iii) paying a portion of the interest to accrue on the Series 2020 Bonds; and (iv) making a deposit into the 2020 Reserve Account for the benefit of all of the Series 2020 Bonds.

NEITHER THIS SERIES 2020 BOND NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THIS SERIES 2020 BOND AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE SERIES 2020 BONDS. RATHER, DEBT

SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE, OR THE SERIES 2020 BONDS, SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE SERIES 2020 BONDS, ALL AS PROVIDED HEREIN AND IN THE INDENTURE.

All acts, conditions and things required by the Constitution and laws of the State of Florida and the resolutions of the District to happen, exist and be performed precedent to and in the issuance of this Series 2020 Bond and the execution of the Indenture, have happened, exist and have been performed as so required. This Series 2020 Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Indenture until it shall have been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed hereon.

IN WITNESS WHEREOF, New Port - Tampa Bay Community Development District has caused this Series 2020 Bond to bear the signature the Chairperson of its Board of Supervisors and the official seal of the District to be impressed or imprinted hereon and attested by the signature of its Secretary.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

(SEAL)	By:  	
Chairperson, Board of Supervisors

ATTEST:

By:		 Secretary

CERTIFICATE OF AUTHENTICATION

This Series 2020 Bond is one of the Bonds of the Series designated herein, described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION, as Registrar

By:		 Vice President

Date of Authentication:

This Series 2020 Bond is issued under and pursuant to the Constitution and laws of the State of Florida, particularly Chapter 190, Florida Statutes, as amended, and other applicable provisions of law and pursuant to the Indenture, executed counterparts of which Indenture are on file at the designated office of the Trustee. Reference is hereby made to the Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Series 2020 Bonds, the collection, receipt and disposition of revenues and the funds charged with and pledged to the payment of the principal, and Redemption Price of, and the interest on, the Series 2020 Bonds, the nature and extent of the security thereby created, the covenants of the District with respect to the levy and collection of the 2020 Pledged Revenues (as defined in the Indenture), the terms and conditions under which the Series 2020 Bonds are or may be issued, the rights, duties, obligations and immunities of the District and the Trustee under the Indenture and the rights of the Registered Owners and Beneficial Owners of the Series 2020 Bonds, and, by the acceptance of this Series 2020 Bond, the Registered Owner and Beneficial Owners hereof assent to all of the provisions of the Indenture. Terms not otherwise defined herein shall have  the meaning ascribed to them in the Indenture. The Series 2020 Bonds are equally and ratably secured by the 2020 Trust Estate, without preference or priority of one Series 2020 Bond over another.

The Series 2020 Bonds are issuable only as registered bonds without coupons in current interest form in denominations of $5,000 or any integral multiple thereof (an "Authorized Denomination"). This Series 2020 Bond is transferable by the Registered Owner hereof or his duly authorized attorney at the designated corporate trust office of the Trustee as Bond Registrar (the "Bond Registrar"), upon surrender of this Series 2020 Bond, accompanied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Bond Registrar, subject to such reasonable regulations as the District or the Bond Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Series 2020 Bond or Series 2020 Bonds, in the same aggregate principal amount and of the same maturity as the Series 2020 Bond or Series 2020 Bonds transferred, will be issued to the transferee. At the designated corporate trust office of the Bond Registrar in the manner and subject to the limitations and conditions provided in the Indenture and without cost, except for any tax or other governmental charge, Series 2020 Bonds may be exchanged for an equal aggregate principal amount of Series 2020 Bonds of the same maturity, in Authorized Denominations and bearing interest at the same rate or rates.

The District has established a book-entry system of registration for the Series 2020 Bonds. Except as specifically provided otherwise in the Indenture, an agent will hold this Series 2020 Bond on behalf of the Beneficial Owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the Beneficial Owner of this Series 2020 Bond shall be deemed to have agreed to such arrangement.

Optional Redemption

The  Series  2020  Bonds  maturing  after November 1 	are subject to redemption prior to maturity in whole or in part at the option of the District on any date on or after November 1 	at the Redemption Price of 100% of the principal amount of the Series 2020 Bonds to be redeemed plus accrued interest to the redemption date.

Mandatory Redemption

The  Series  2020  Bonds  maturing  November  1    	

are subject to mandatory

redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on November 1 of the years and
in the principal amounts set forth below.	

Year	Amortization Install ment
$	

*

*Maturity

The  Series  2020  Bonds  maturing  November  1 	are subject to mandatory
redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization Install
Year	ment
$

*

*Maturity

The  Series  2020  Bonds  maturing  November  1    	

are subject to mandatory

redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization Install
Year	ment
$

*

*Maturity

The  Series  2020  Bonds  maturing  November  1    	

are subject to mandatory

redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the redemption date, on November 1 of the years and
in the principal amounts set forth below.	

Year	Amortization Install ment
$	

*

*Maturity

Any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds.

Upon redemption or purchase of the Series 2020 Bonds (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so that debt service on the Series 2020 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2020 Bonds.

Extraordinary Mandatory Redemption

The Series 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the Series 2020 Bonds treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding Series 2020 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Quarterly Redemption Date, if and to the extent that any one or more of the following shall have occurred:

On or after Date of Completion of the 2020 Project by application of moneys transferred from the 2020 Acquisition and Construction Account to the 2020 Prepayment Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2020 Prepayment Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Account from any other sources; or

When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all the Series 2020 Bonds then Outstanding as provided in the Supplemental Indenture.

If less than all of the Series 2020 Bonds of a maturity subject to redemption shall be called for redemption, the particular such Series 2020 Bonds or portions of such Series 2020 Bonds of that maturity to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

Notice of each redemption of Series 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of Series 2020 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2020 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2020 Bonds or such portions thereof on such date, interest on such Series 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2020 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2020 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent.

The Owner of this Series 2020 Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture.

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

Any moneys held by the Trustee or Paying Agent in trust for the payment and discharge of any Series 2020 Bond which remain unclaimed for three (3) years after the date when such Series 2020 Bond has become due and payable, either at its stated maturity date or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for three (3) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Series 2020 Bond became due and payable, shall be paid to the District, and thereupon and thereafter no claimant shall have any rights against the Trustee or Paying Agent to or in respect of such moneys.

If the District deposits or causes to be deposited with the Trustee funds or Federal Securities (as defined in the Indenture) sufficient to pay the principal or Redemption Price of any

Series 2020 Bonds becoming due at maturity or by call for redemption in the manner set forth in the Indenture, together with the interest accrued to the due date, the lien of such Series 2020 Bonds as to the 2020 Trust Estate shall be discharged, except for the rights of the Owners thereof with respect to the funds so deposited as provided in the Indenture.

This Series 2020 Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida.

This Series 2020 Bond is issued with the intent that the laws of the State of Florida shall govern its construction.

CERTIFICATE OF VALIDATION

This Series 2020 Bond is one of a Series of Bonds which were validated by judgment of the Circuit Court in and for Hillsborough County, Florida, rendered on November 22, 2005.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

By:		 Chairperson, Board of Supervisors

[FORM OF ABBREVIATIONS FOR SERIES 2020 BONDS]

The following abbreviations, when used in the inscription on the face of the within Series 2020 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 tenant by the entireties	
JT TEN	as joint tenants with the right of survivorship and not as tenants in common	

UNIFORM TRANS MIN ACT -	 	

Custodian	 	

under	Uniform

Transfers to Minors Act 	(State)

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

For value received, the undersigned hereby sells, assigns and transfers unto
 	 the within Series 2020 Bond and all rights thereunder,   and   hereby  irrevocably  constitutes  and  appoints 	, attorney to transfer the said Series 2020 Bond on the books of the District, with full power of substitution in the premises.

Date: 	

Social Security Number of Employer Identification Number of Transferee:

Signature guaranteed:

NOTICE: The assignor's signature to this Assignment must correspond with the name as it appears on the face of the within Series 2020 Bond in every particular without alteration or any change whatever.

NOTICE: Signatures (s) must be guaranteed by guarantor institution participating in the Securities Transfer Agents Medallion Program or such other guaranteed program acceptable to the Trustee.

EXHIBIT B

FORM OF REQUISITION 2020 ACQUISITION AND CONSTRUCTION ACCOUNT

New Port - Tampa Bay Community Development District Hillsborough County, Florida

U.S. Bank National Association, as Trustee Orlando, Florida

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT BONDS, SERIES 2020

The undersigned, a Responsible Officer of the New Port - Tampa Bay Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank National Association, as trustee (the "Trustee"), dated as of February 1, 2006, as supplemented by that certain Second Supplemental Trust Indenture dated as of April 1, 2020 (collectively, the "Indenture") (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):

Account from which disbursement to be made: 2020 Acquisition and Construction Account

The undersigned hereby certifies that:

obligations in the stated amount set forth above have been incurred by the District;

each disbursement set forth above is a proper charge against the Account referenced in "E" above;

each disbursement set forth above was incurred in connection with the Cost of the 2020 Project;

each disbursement represents a Cost of the 2020 Project which has not previously been paid; and

the costs set forth in the requisition are reasonable.

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Copies of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested or other similar evidence of proof of payment is on file with the District.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

By:_		 Responsible Officer

Date: 	

The undersigned District Engineer hereby certifies that; (i) this disbursement is for the Cost of the 2020 Project and is consistent with the report of the District Engineer, as such report has been amended or modified; (ii) that the portion of the 2020 Project improvements being acquired from the proceeds of the 2020 Bonds have been completed in accordance with the plans and specifications therefor; (iii) the 2020 Project improvements subject to this disbursement are constructed in a sound workmanlike manner and in accordance with industry standards; (iv) the purchase price being paid by the District for the 2020 Project improvements being acquired pursuant to this disbursement is no more than the lesser of the fair market value of such improvements and the actual Cost of construction of such improvements; and (v) the plans and specifications for the 2020 Project improvements subject to this disbursement have been approved by all Regulatory Bodies required to approve them.

District Engineer

EXHIBIT C DESCRIPTION OF 2020 PROJECT
ASSESSABLE IMPROVEMENTS AS DESCRIBED IN THE REPORT OF DATED 	, 2020 AND AS REVISED FROM TIME TO TIME.

New Port Tampa Bay Community Development District

Preliminary Limited Offering Memorandum

This Preliminary Limited Offering Memorandum and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Limited Offering Memorandum constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2020 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction. The District has deemed this Preliminary Limited Offering Memorandum "final," except for permitted omissions, within the contemplation of Rule 15c2-12 promulgated by the Securities and Exchange Commission.

DRAFT-1
GrayRobinson, P.A. February 13, 2020

PRELIMINARY LIMITED OFFERING MEMORANDUM DATED 	, 2020

NEW ISSUE - BOOK-ENTRY ONLY
LIMITED OFFERING	NOT RATED

In the opinion of Bond Counsel (as hereinafter defined), under existing statutes, regulations, published rulings and court decisions, and assuming compliance by the District with the tax covenants described herein and the accuracy of certain representations included in the closing transcript for the Series 2020 Bonds (as hereinafter defined), interest on the Series 2020 Bonds is, under Section 103 of the Code (as hereinafter defined), excludable from gross income for federal income tax purposes, and is not a specific preference item for purposes of the federal alternative minimum tax. See "TAX MATTERS" herein. Bond Counsel is further of the opinion that the Series 2020 Bonds and interest thereon are not subject to taxation under the laws of the State of Florida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes.

$ 	*
NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT (CITY OF TAMPA, FLORIDA)
SPECIAL ASSESSMENT BONDS, SERIES 2020

Dated: Date of Issuance	Due: As set forth herein.

The New Port - Tampa Bay Community Development District Special Assessment Bonds, Series 2020 (the "Series 2020 Bonds") are being issued by the New Port - Tampa Bay Community Development District (the "District") only in fully registered form, without coupons, in denominations of $5,000 or any integral multiple thereof. The Series 2020 Bonds will bear interest at the fixed rates set forth below, calculated on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on each May 1 and November 1, commencing November 1, 2020. The Series 2020 Bonds, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company ("DTC") of New York, New York. Purchases of beneficial interests in the Series 2020 Bonds will be made only in book-entry form. Accordingly, principal of and interest on the Series 2020 Bonds will be paid from the 2020 Trust Estate (as hereinafter defined) by U.S. Bank National Association, as trustee (the "Trustee") directly to DTC as the registered owner thereof. Disbursements of such payments to the DTC Participants (as hereinafter defined) is the responsibility of DTC and disbursements of such payments to the beneficial owners is the responsibility of DTC Participants and the Indirect Participants (as hereinafter defined), as more fully described herein. Any purchaser of a beneficial interest of a Series 2020 Bond must maintain an account with a broker or dealer who is, or acts through, a DTC Participant to receive payment of the principal of and interest on such Series 2020 Bond. See "DESCRIPTION OF THE SERIES 2020 BONDS – Book-Entry System" herein.

Proceeds of the Series 2020 Bonds will be applied to: (i) finance the cost of acquisition, construction, installation and equipping of a portion of the 2020 Project (as defined herein); (ii) pay certain costs associated with the issuance of the Series 2020 Bonds; (iii) pay a portion of the interest accruing on the Series 2020 Bonds; and (iv) fund the 2020 Reserve Account (as defined herein). See "ESTIMATED SOURCES AND USES OF SERIES 2020 BOND PROCEEDS."

The District, which is the issuer of the Series 2020 Bonds, is a local unit of special purpose government of the State of Florida, created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 2005-233 enacted by the City of Tampa, Florida (the "City") on August 25, 2005, as supplemented by Ordinance Nos. 2006-322 and 2009-63 by the City on December 21, 2006 and April 16, 2009, respectively (collectively, the "Ordinance"). The Series 2020 Bonds are being issued pursuant to the Act, Resolutions 2005-16 and 2020-   adopted by the Board of Supervisors of the District (the "Board") on September 14, 2005 and February 20, 2020, respectively, and a Master Trust Indenture, dated as of February 1, 2006, as supplemented by a Second Supplemental Trust Indenture dated as of April 1, 2020 (collectively, the "Indenture"), each by and between the District and the Trustee.

The Series 2020 Bonds are equally and ratably secured by the 2020 Trust Estate, without preference or priority of one Series 2020 Bond over another. The 2020 Trust Estate consists of all right, title and interest of the District in, to and under, subject to the terms and conditions of the Indenture, the revenues derived by the District from the Series 2020 Assessments levied and imposed pursuant to the hereinafter-defined Assessment Proceedings as the same may be amended from time to time (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Cost of Issuance Account) established under the Indenture (the "2020 Pledged Funds"). The "Series 2020 Assessments" are the Assessments levied against properties within the District specially benefitted by the 2020 Project as described in the Assessment Proceedings. "Assessments" mean all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act as amended from time to time, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170 Florida Statutes, as amended if any such interest is collected by or on behalf of the Governing Body, and any applicable penalties collected by or on behalf of the District, together with any and all amount received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to a such and pledged to the Series 2020 Bonds pursuant to the Second Supplemental Indenture authorizing the issuance of the Series 2020 Bonds. The 2020 Trust Estate shall not include (A) any moneys transferred to the Series 2020 Rebate Account, or investment earnings thereon, and (B) "special assessments" levied and collected by the District under Section
190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(4) of the Act (it being expressly understood that the lien and pledge of the Indenture shall not apply to any of the moneys described in the foregoing clauses (A) and (B) of the proviso). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS."

The Series 2020 Bonds are subject to optional, mandatory sinking fund and extraordinary mandatory redemption prior to maturity. See "DESCRIPTION OF THE SERIES 2020 BONDS – Redemption Provisions" herein.

NEITHER THE SERIES 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE SERIES 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE SERIES 2020 BONDS, ALL AS PROVIDED IN THE INDENTURE.

The Series 2020 Bonds involve a degree of risk (see "BONDOWNERS' RISKS" herein) and are not suitable for all investors (see "SUITABILITY FOR INVESTMENT" herein). The Underwriter named below is limiting this offering to "accredited investors" within the meaning of Chapter 517, Florida Statutes, and the rules of the Florida Department of Financial Services promulgated thereunder. The limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for the Series 2020 Bonds. The Series 2020 Bonds are not credit enhanced or rated and no application has been made for a rating with respect to the Series 2020 Bonds.

This cover page contains information for quick reference only. It is not a summary of the Series 2020 Bonds. Investors must read the entire Limited Offering Memorandum to obtain information essential to the making of an informed investment decision.

MATURITY SCHEDULE

$ 	–       % Series 2020 Term Bond due November 1, 20
$ 	–       % Series 2020 Term Bond due November 1, 20
$ 	–       % Series 2020 Term Bond due November 1, 20
$ 	–       % Series 2020 Term Bond due November 1, 20

, Yield 	%, Price 	CUSIP # 	**
, Yield 	%, Price 	CUSIP # 	**
, Yield 	%, Price 	CUSIP # 	**
, Yield 	%, Price 	CUSIP # 	**

The Series 2020 Bonds are offered for delivery when, as and if issued by the District and subject to the receipt of the approving legal opinion of Akerman LLP, Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel, Straley Robin Vericker P.A., Tampa, Florida, for the Developers (as defined herein) by their counsel, Hopping Green & Sams P.A., Tallahassee, Florida, and for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida. It is expected that the Series 2020 Bonds will be delivered in book-entry form through the facilities of DTC on or about 	, 2020.

Dated: 	, 2020.

FMSbonds, Inc.

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

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS
Noah Breakstone,* Chairperson Kevin Mays,* Vice Chairperson
David D’Ambrosio,* Assistant Secretary Drew Locher,* Assistant Secretary
Britney Mroczkowski,* Assistant Secretary

* Employee of, or affiliated with, the Developer

DISTRICT MANAGER

PFM Group Consulting LLC Orlando, Florida

METHODOLOGY CONSULTANT

PFM Financial Advisors LLC Orlando, Florida

DISTRICT COUNSEL

Straley Robin Vericker P.A. Tampa, Florida

BOND COUNSEL

Akerman LLP Orlando, Florida

DISTRICT ENGINEER

Ardurra Group, Inc.
Tampa, Florida

NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE DISTRICT TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS LIMITED OFFERING MEMORANDUM, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DISTRICT. THIS LIMITED OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SERIES 2020 BONDS AND THERE SHALL BE NO OFFER, SOLICITATION, OR SALE OF THE SERIES 2020 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE.
THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE DEVELOPERS (AS HEREINAFTER DEFINED), THE DISTRICT, PUBLIC DOCUMENTS, RECORDS AND OTHER SOURCES, WHICH SOURCES ARE BELIEVED TO BE RELIABLE BUT WHICH INFORMATION IS NOT GUARANTEED AS TO ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION OF, THE UNDERWRITER NAMED ON THE COVER PAGE OF THIS LIMITED OFFERING MEMORANDUM. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS LIMITED OFFERING MEMORANDUM IN ACCORDANCE WITH, AND AS PART OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN CONTAINED ARE SUBJECT TO CHANGE WITHOUT NOTICE AND NEITHER THE DELIVERY OF THIS LIMITED OFFERING MEMORANDUM, NOR ANY SALE MADE HEREUNDER, SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT OR THE DEVELOPERS OR IN THE STATUS OF THE DEVELOPMENT OR THE 2020 PROJECT (AS SUCH TERMS ARE HEREINAFTER DEFINED) SINCE THE DATE HEREOF.
THE SERIES 2020 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON CERTAIN EXEMPTIONS SET FORTH IN SUCH ACTS. THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE SERIES 2020 BONDS IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF ANY JURISDICTIONS WHEREIN THESE SECURITIES HAVE BEEN OR WILL BE REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THE DISTRICT, THE COUNTY, THE STATE, NOR ANY OTHER POLITICAL SUBDIVISIONS THEREOF HAVE GUARANTEED OR PASSED UPON THE MERITS OF THE SERIES 2020 BONDS, UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM.
"FORWARD-LOOKING STATEMENTS" ARE USED IN THIS DOCUMENT BY USING FORWARD LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "INTENDS," "EXPECTS," "BELIEVES," "ANTICIPATES," "ESTIMATES," OR OTHERS.

THE READER IS CAUTIONED THAT FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND UNCERTAINTIES INCLUDE GENERAL ECONOMIC AND BUSINESS CONDITIONS, CONDITIONS IN THE FINANCIAL MARKETS AND REAL ESTATE MARKET, THE DISTRICT'S COLLECTION OF SERIES 2020 ASSESSMENTS, AND VARIOUS OTHER FACTORS WHICH MAY BE BEYOND THE DISTRICT'S AND THE DEVELOPERS' CONTROL. BECAUSE THE DISTRICT AND THE DEVELOPERS CANNOT PREDICT ALL FACTORS THAT MAY AFFECT FUTURE DECISIONS, ACTIONS, EVENTS, OR FINANCIAL CIRCUMSTANCES, WHAT ACTUALLY HAPPENS MAY BE DIFFERENT FROM WHAT IS INCLUDED IN FORWARD-LOOKING STATEMENTS.
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE DISTRICT AND THE DEVELOPERS DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY OF THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED, OCCUR, OTHER THAN AS DESCRIBED UNDER "CONTINUING DISCLOSURE" HEREIN.
THIS LIMITED OFFERING MEMORANDUM IS BEING PROVIDED TO PROSPECTIVE PURCHASERS IN ELECTRONIC FORMAT ON THE FOLLOWING WEBSITES: WWW.MUNIOS.COM AND WWW.EMMA.MSRB.ORG. THIS LIMITED OFFERING MEMORANDUM MAY BE RELIED UPON ONLY IF IT IS PRINTED IN ITS ENTIRETY DIRECTLY FROM EITHER OF SUCH WEBSITES.
THIS PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE DISTRICT FOR PURPOSES OF RULE 15C2-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1).

TABLE OF CONTENTS
PAGE

INTRODUCTION	1
DESCRIPTION OF THE SERIES 2020 BONDS	3
General Description	3
Redemption Provisions	4
Notice of Redemption	7
Purchase of Series 2020 Bonds	7
Book-Entry System	7
SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS	9
General	9
Covenant to Levy the Series 2020 Assessments	10
Prepayment of Series 2020 Assessments	11
Limitation on Issuance of Additional Bonds	11
Covenant Against Sale or Encumbrances	12
2020 Acquisition and Construction Account	12
2020 Reserve Account	13
Deposit and Application of the Series 2020 Pledged Revenues	13
Indenture Provisions Relating to Bankruptcy or Insolvency of Landowners	15
Certain Remedies upon an Event of Default	16
Foreclosure of Series 2020 Assessment Lien	18
ENFORCEMENT OF ASSESSMENT COLLECTIONS	18
General	18
Alternative Uniform Tax Collection Procedure for Series 2020 Assessments	19
Foreclosure	22
BONDOWNERS' RISKS	22
Concentration of Land Ownership	22
Bankruptcy and Related Risks	23
Series 2020 Assessments Are Non-Recourse	23
Regulatory and Environmental Risks	24
Economic Conditions and Changes in Development Plans	24
Other Taxes and Assessments	25
Condominium Covenants and Restrictions	25
Sales to Foreign Nationals	25
Limited Secondary Market for Series 2020 Bonds	26
Inadequacy of 2020 Reserve Account	26
Legal Delays	26
IRS Examination and Audit Risk	27
Loss of Exemption from Securities Registration	28
Federal Tax Reform	29
State Tax Reform	29
Insufficient Resources or Other Factors Causing Failure to Complete the 2020 Project or the Construction of Homes within the Assessment Area	29
Payment of Series 2020 Assessments after Bank Foreclosure	30
ESTIMATED SOURCES AND USES OF SERIES 2020 BOND PROCEEDS	31
DEBT SERVICE REQUIREMENTS	32

THE DISTRICT	33
General Information	33
Legal Powers and Authority	33
Board of Supervisors	33
The District Manager and Other Consultants	35
Prior Bonds and Bond Defaults	35
THE 2020 PROJECT	36
ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS	38
THE DEVELOPMENT	39
General	39
Assessment Area	41
Land Acquisition and Finance Plan	41
Land Sales in The District	42
Development Plan and Building Construction Status	42
Marketing and Absorption	43
Product Offerings	43
Development Approvals	44
Utilities	44
Environmental	44
Taxes, Fees and Assessments	44
Competition	45
Developer Agreements	46
THE MASTER DEVELOPER AND THE TOWER DEVELOPERS	47
The Master Developer	47
Tower Developers	48
TAX MATTERS	48
Opinion of Bond Counsel	48
Collateral Tax Consequences	48
Other Tax Matters	48
[Original Issue Discount]	49
AGREEMENT BY THE STATE	49
LEGALITY FOR INVESTMENT	49
SUITABILITY FOR INVESTMENT	50
ENFORCEABILITY OF REMEDIES	50
LITIGATION	50
The District	50
The Developers	50
CONTINGENT FEES	50
NO RATING	51
EXPERTS	51
FINANCIAL INFORMATION	51
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS	51
CONTINUING DISCLOSURE	52

UNDERWRITING	52
VALIDATION	52
LEGAL MATTERS	53
AUTHORIZATION AND APPROVAL	54

APPENDIX A:	COPY OF MASTER INDENTURE AND PROPOSED FORM OF		
	SUPPLEMENTAL INDENTURE	A-1	
APPENDIX B:	PROPOSED FORM OF APPROVING OPINION OF BOND COUNSEL	B-1	
APPENDIX C:	ENGINEER'S REPORT	C-1	
APPENDIX D:	ASSESSMENT METHODOLOGY	D-1	
APPENDIX E:	DISTRICT'S FINANCIAL STATEMENTS	E-1	
APPENDIX F:	PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT	F-1	

LIMITED OFFERING MEMORANDUM

$ 	*
NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT (CITY OF TAMPA, FLORIDA)
SPECIAL ASSESSMENT BONDS, SERIES 2020 INTRODUCTION
The purpose of this Limited Offering Memorandum, including the cover page and appendices attached hereto, is to set forth certain information in connection with the offering for sale by the New Port
- Tampa Bay Community Development District (the "District") of  its $ 	* Special Assessment Bonds, Series 2020 (the "Series 2020 Bonds").

THE SERIES 2020 BONDS ARE NOT A SUITABLE INVESTMENT FOR ALL INVESTORS. PURSUANT TO APPLICABLE STATE LAW, THE UNDERWRITER IS LIMITING THIS INITIAL OFFERING OF THE SERIES 2020 BONDS TO ONLY ACCREDITED INVESTORS WITHIN THE MEANING OF THE RULES OF THE FLORIDA DEPARTMENT OF FINANCIAL SERVICES. THE LIMITATION OF THE INITIAL OFFERING TO ACCREDITED INVESTORS DOES NOT DENOTE RESTRICTIONS ON TRANSFER IN ANY SECONDARY MARKET FOR THE SERIES 2020 BONDS. POTENTIAL INVESTORS ARE SOLELY RESPONSIBLE FOR EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SERIES 2020 BONDS. SEE "BONDOWNERS' RISKS" AND "SUITABILITY FOR INVESTMENT" HEREIN.

The District, which is the issuer of the Series 2020 Bonds, is a local unit of special purpose government of the State of Florida, created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended (the "Act"), and by Ordinance No. 2005-233 enacted by the City Commission of the City of Tampa, Florida (the "City") on August 25, 2005, as supplemented by Ordinance Nos. 2006-322 and 2009-63 enacted by the City Commission of the City on December 21, 2006 and April 16, 2009, respectively (collectively, the "Ordinance"). The District was created for the purpose of delivering certain community development services and facilities for the benefit of District Lands (as hereinafter defined) and has previously determined to undertake, in one or more stages, the acquisition and/or construction of public improvements and community facilities as set forth in the Act for the special benefit of the District Lands. The Act authorizes the District to issue bonds for the purposes of, among others, financing, funding, planning, establishing, acquiring, constructing or reconstructing, enlarging or extending, or equipping water management, water supply, sewer and wastewater management, bridges or culverts, public roads, street lights and other basic infrastructure projects within or without the boundaries of the District as provided in the Act. The District has previously determined to design, acquire and construct certain public infrastructure improvements associated with the development of the District Lands including, but not limited to water and sewer facilities, stormwater management, roadways, landscaping, and other related improvements (collectively, the "CIP"). See "THE 2020 PROJECT" herein.

The boundaries of the District include approximately 53 acres of land (the "District Lands") situated entirely within the incorporated municipal boundaries of the City, located in Hillsborough County, Florida (the "County"). The District Lands are being developed as a mixed-use waterfront community known as the Westshore Marina District (the "Development"). At buildout, the Development is planned to contain residential, commercial and recreational components, portions of which are currently completed or under construction. See "THE DEVELOPMENT – General" herein for more information.

* Preliminary, subject to change.

The District is issuing the Series 2020 Bonds to fund the public infrastructure (the "2020 Project," as further described herein) associated with the development of approximately 8.5 gross acres of the District Lands known as Marina Pointe. Marina Pointe is intended to be developed into a waterfront condominium community with condominium towers consisting of 347 residential condominium units, two parking garages, a marina, recreational walkway and other features. See "THE 2020 PROJECT" and "APPENDIX C: ENGINEER'S REPORT" herein for more information regarding the 2020 Project.

The Series 2020 Bonds will be secured primarily by the revenues received by the District from the Series 2020 Assessments (as defined herein). The Series 2020 Assessments will initially be levied on [five platted condominium tracts (the "Assessment Area") and, upon receipt of the first certificate of occupancy issued in each condominium tower, will be allocated to individual units in accordance with the Assessment Methodology]. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF
ASSESSMENTS" herein. The Assessment Area is being developed in phases, with each tower corresponding to a phase of development. See "THE DEVELOPMENT" herein for more information regarding the development of the Assessment Area.

[New Port Tampa Holdings, LLC, a Delaware limited liability company (the "Master Developer"), owns all of the assessable land in the Assessment Area and is serving as the master developer of the Development. It is expected that, prior to issuance of the Series 2020 Bonds, the Master Developer will transfer the ownership and development rights associated with each of the Towers to an affiliated, special- purpose entity that will construct such Tower (collectively, the "Tower Developers") (the Master Developer and the Tower Developers are collectively referred to herein as the "Developers"). See "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS" herein for more information regarding the Developer.]

The Series 2020 Bonds are being issued pursuant to the Act, Resolution Nos. 2005-16 and 2020-
      , adopted by the Board of Supervisors of the District (the "Board") on September 14, 2005 and February 20, 2020, respectively (collectively, the "Resolutions"), and a Master Trust Indenture, dated as of February 1, 2006 (the "Master Indenture"), as supplemented by a Second Supplemental Trust Indenture dated as of April 1, 2020 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank National Association (the "Trustee"), as trustee. All capitalized terms used in this Limited Offering Memorandum that are defined in the Indenture and not defined herein shall have the respective meanings set forth in the Indenture. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE"
hereto.

The Series 2020 Bonds are equally and ratably secured by the 2020 Trust Estate, without preference or priority of one Series 2020 Bond over another. The 2020 Trust Estate consists of all right, title and interest of the District in, to and under, subject to the terms of the Indenture, the revenues derived by the District from the Series 2020 Assessments levied and imposed pursuant to the hereinafter-defined Assessment Proceedings (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Cost of Issuance Account) established under the Indenture (the "2020 Pledged Funds"). The "Series 2020 Assessments" shall mean the Assessments levied against properties within the District specially benefitted by the 2020 Project as described in the Assessment Proceedings. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS" herein.

Proceeds of the Series 2020 Bonds will be applied to: (i) finance the cost of acquisition, construction, installation and equipping of a portion of the 2020 Project; (ii) pay certain costs associated with the issuance of the Series 2020 Bonds; (iii) to pay a portion of the interest accruing on the Series 2020 Bonds; and (iv) fund the 2020 Reserve Account (as defined herein). See "ESTIMATED SOURCES AND USES OF SERIES 2020 BOND PROCEEDS" herein.

There follows in this Limited Offering Memorandum a brief description of the District, the 2020 Project, the Development, the Assessment Area, the Developers and summaries of the terms of the Series 2020 Bonds, the Indenture and certain provisions of the Act. All references herein to the Indenture and the Act are qualified in their entirety by reference to such documents and statute, and all references to the Series 2020 Bonds are qualified by reference to the form thereof and the information with respect thereto contained in the Indenture. A copy of the Master Indenture and proposed form of the Second Supplemental Indenture appear as APPENDIX A hereto.

This Limited Offering Memorandum speaks only as of its date and the information contained herein is subject to change.

DESCRIPTION OF THE SERIES 2020 BONDS

General Description

The Series 2020 Bonds are being issued only in fully registered form, in denominations of $5,000 or any integral multiples thereof (an "Authorized Denomination"). The Series 2020 Bonds will initially be sold only to "accredited investors" within the meaning of Chapter 517, Florida Statutes, as amended, and the rules promulgated thereunder by the Florida Department of Financial Services. The limitation of the initial offering to accredited investors does not denote restrictions on transfer in any secondary market for the Series 2020 Bonds. See "SUITABILITY FOR INVESTMENT" herein.

The Series 2020 Bonds will be dated as of the date of their delivery, will bear interest at the rates per annum and, subject to the redemption provisions set forth below, will mature on the dates set forth on the cover page of this Limited Offering Memorandum. Each Series 2020 Bond shall bear interest from the Interest Payment Date to which interest has been paid next preceding the date of its authentication, unless the date of its authentication: (i) is an Interest Payment Date to which interest on such Series 2020 Bond has been paid, in which event such Series 2020 Bond shall bear interest from its date of authentication; or
is prior to the first Interest Payment Date for the Series 2020 Bonds, in which event such Series 2020 Bond shall bear interest from its date. Interest on the Series 2020 Bonds will be computed on the basis of a 360-day year of twelve 30-day months and will be due and payable on each May 1 and November 1, commencing November 1, 2020.

The Series 2020 Bonds shall be initially issued in the form of a separate single certificated fully registered Series 2020 Bond for each maturity thereof. Upon initial issuance, the ownership of each such Series 2020 Bond shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), the initial Bond Depository. Except as provided in the Indenture, all of the Outstanding Series 2020 Bonds shall be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC. The Second Supplemental Indenture provides that, with respect to Series 2020 Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any such Bond Participant (as hereinafter defined) or to any Beneficial Owner (as hereinafter defined). Without limiting the immediately preceding sentence, the District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Bond Participant with respect to any ownership interest in the Series 2020 Bonds,
(ii) the delivery to any Bond Participant or any other person other than an Owner, as shown in the registration books kept by the Bond Registrar, of any notice with respect to the Series 2020 Bonds, including any notice of redemption, or (iii) the payment to any Bond Participant or any other person, other than an Owner, as shown in the registration books kept by the Bond Registrar, of any amount with respect to principal of, premium, if any, or interest on the Series 2020 Bonds. The District, the Trustee, the Bond

Registrar and the Paying Agent shall treat and consider the person in whose name each Series 2020 Bond is registered in the registration books kept by the Bond Registrar as the absolute owner of such Series 2020 Bond for the purpose of payment of principal, and interest with respect to such Series 2020 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2020 Bond, for the purpose of registering transfers with respect to such Series 2020 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2020 Bonds only to or upon the order of the respective Owners, as shown in the registration books kept by the Bond Registrar, or their respective attorneys duly authorized in writing, as provided in the Indenture and all such payments shall be valid and effective to fully satisfy and discharge the District's obligations with respect to payment of principal of, premium, if any, and interest on the Series 2020 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Bond Registrar, shall receive a certificated Series 2020 Bond evidencing the obligation of the District to make payments of principal, premium, if any, and interest pursuant to the provisions thereof. Upon receipt by the Trustee or the District of written notice from DTC: (i) confirming that DTC has received written notice from the District to the effect that a continuation of the requirement that all of the Outstanding Series 2020 Bonds be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, is not in the best interest of the beneficial owners of the Series 2020 Bonds, or (ii) to the effect that DTC is unable or unwilling to discharge its responsibilities and no substitute Bond Depository willing to undertake the functions of DTC hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, the Series 2020 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as Nominee of DTC, but may be registered in whatever name or names Owners transferring or exchanging the  Series  2020  Bonds  shall  designate,  in  accordance  with  the  provisions  of  the  Indenture.  See     " - Book-Entry System" herein.

U.S. Bank National Association is the Trustee, Bond Registrar and Paying Agent for the Series 2020 Bonds.

Redemption Provisions

Optional Redemption

The Series 2020 Bonds maturing after November 1, 20 are subject to redemption prior to  maturity in whole or in part at the option of the District on any date on or after November 1, 20 at the Redemption Price of 100% of the principal amount of the Series 2020 Bonds to be redeemed plus accrued interest to the redemption date.

Mandatory Sinking Fund Redemption

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part  by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Year	Amortization Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part  by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Year	Amortization Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part  by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Year	Amortization Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part  by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Year	Amortization Installment
$

*

* Maturity

Any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds.

Upon redemption or purchase of the Series 2020 Bonds (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so that debt service on the Series 2020 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2020 Bonds.

Extraordinary Mandatory Redemption

The Series 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the Series 2020 Bonds, treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding Series 2020 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Quarterly Redemption Date, if and to the extent that any one or more of the following shall have occurred:

On or after Date of Completion of the 2020 Project by application of moneys transferred from the 2020 Acquisition and Construction Account to the 2020 Prepayment Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2020 Prepayment Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Account from any other sources; or

When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all the Series 2020 Bonds then Outstanding as provided in the Second Supplemental Indenture.

If less than all of the Series 2020 Bonds of a maturity subject to redemption shall be called for redemption, the particular such Series 2020 Bonds or portions of such Series 2020 Bonds of that maturity to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

As used herein, "Quarterly Redemption Date" shall mean each February 1, May 1, August 1 and November 1.

Notice of Redemption

Notice of each redemption of Series 2020 Bonds is required to be mailed by the Bond Registrar, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to each Registered Owner of Series 2020 Bonds to be redeemed at the address of such Registered Owner recorded on the bond register maintained by the Bond Registrar. On the date designated for redemption, notice having been given and money for the payment of the Redemption Price being held by the Paying Agent, all as provided in the Indenture, the Series 2020 Bonds or such portions thereof so called for redemption shall become and be due and payable at the Redemption Price provided for the redemption of such Series 2020 Bonds or such portions thereof on such date, interest on such Series 2020 Bonds or such portions thereof so called for redemption shall cease to accrue, such Series 2020 Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Indenture and the Owners thereof shall have no rights in respect of such Series 2020 Bonds or such portions thereof so called for redemption except to receive payments of the Redemption Price thereof so held by the Paying Agent.

If at the time of mailing the notice of any redemption, the District shall not have deposited with the Trustee or Paying Agent moneys sufficient to redeem all the Series 2020 Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption moneys with the Trustee or Paying Agent, as the case may be, not later than the redemption date, and such notice shall be of no effect unless such moneys are so deposited.

Purchase of Series 2020 Bonds

At the written direction of the District, the Trustee shall apply moneys from time to time available in the 2020 Sinking Fund Account to the purchase of Series 2020 Bonds 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. Any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds.

Book-Entry System

The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC, and the District does not make any representation or warranty or take any responsibility for the accuracy or completeness of such information.

DTC will act as securities depository for the Series 2020 Bonds. The Series 2020 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each maturity of the Series 2020 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

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

Purchases of the Series 2020 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2020 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2020 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2020 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2020 Bonds, except in the event that use of the book- entry system for the Series 2020 Bonds is discontinued.

To facilitate subsequent transfers, all Series 2020 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2020 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2020 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2020 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2020 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2020 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2020 Bonds may wish to ascertain that the nominee holding the Series 2020 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the

alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Series 2020 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such series or maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2020 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2020 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and interest payments on the Series 2020 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the District or the Paying Agent, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Series 2020 Bonds at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, the Series 2020 Bonds are required to be printed and delivered.

The District may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, the Series 2020 Bonds will be printed and delivered to DTC.

SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS

General

NEITHER THE SERIES 2020 BONDS NOR THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON SHALL CONSTITUTE A GENERAL OBLIGATION OR GENERAL INDEBTEDNESS OF THE DISTRICT WITHIN THE MEANING OF THE CONSTITUTION AND LAWS OF FLORIDA. THE SERIES 2020 BONDS AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE THEREON DO NOT CONSTITUTE EITHER A PLEDGE OF THE FULL FAITH AND CREDIT OF THE DISTRICT OR A LIEN UPON ANY PROPERTY OF THE DISTRICT OTHER THAN AS PROVIDED IN THE INDENTURE. NO OWNER OR ANY OTHER PERSON SHALL EVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OF THE DISTRICT OR ANY OTHER PUBLIC AUTHORITY OR GOVERNMENTAL BODY TO PAY DEBT SERVICE OR TO PAY ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE

INDENTURE OR THE SERIES 2020 BONDS. RATHER, DEBT SERVICE AND ANY OTHER AMOUNTS REQUIRED TO BE PAID PURSUANT TO THE INDENTURE OR THE SERIES 2020 BONDS SHALL BE PAYABLE SOLELY FROM, AND SHALL BE SECURED SOLELY BY, THE 2020 PLEDGED REVENUES AND THE 2020 PLEDGED FUNDS PLEDGED TO THE SERIES 2020 BONDS, ALL AS PROVIDED IN THE INDENTURE.

The Series 2020 Bonds are equally and ratably secured by the 2020 Trust Estate, without preference or priority of one Series 2020 Bond over another. The 2020 Trust Estate consists of all right, title and interest of the District in, to and under, subject to the terms and conditions of the Indenture, the revenues derived by the District from the Series 2020 Assessments levied and imposed pursuant to the hereinafter- defined Assessment Proceedings as the same may be amended from time to time (the "2020 Pledged Revenues") and the Funds and Accounts (except for the 2020 Rebate Account and the 2020 Cost of Issuance Account) established under the Indenture (the "2020 Pledged Funds").

The "Series 2020 Assessments" are the Assessments levied against properties within the District specially benefitted by the 2020 Project as described in the Assessment Proceedings. "Assessments" mean all assessments levied and collected by or on behalf of the District pursuant to Section 190.022 of the Act as amended from time to time, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170 Florida Statutes, as amended if any such interest is collected by or on behalf of the Governing Body, and any applicable penalties collected by or on behalf of the District, together with any and all amount received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to a such and pledged to the Series 2020 Bonds pursuant to the Second Supplemental Indenture authorizing the issuance of the Series 2020 Bonds. The 2020 Trust Estate shall not include (A) any moneys transferred to the Series 2020 Rebate Account, or investment earnings thereon, and (B) "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes or "maintenance special assessments" levied and collected by the District under Section 190.021(4) 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 classes (A) and
of this proviso).

The Series 2020 Assessments are imposed and levied pursuant to the Act, resolutions of the District adopted prior to delivery of the Series 2020 Bonds as amended and supplemented from time to time (collectively, the "Assessment Resolutions") and assessment proceedings conducted by the District including the Assessment Methodology (as hereinafter defined and, together with the Assessment Resolutions, the "Assessment Proceedings"). See "APPENDIX D: ASSESSMENT METHODOLOGY" attached hereto for additional information. Non-ad valorem assessments, including the Series 2020 Assessments, are not based on millage and are not taxes, but can become a lien against the homestead as permitted in Section 4, Article X of the Florida State Constitution. The Series 2020 Assessments will constitute a lien against the land as to which the Series 2020 Assessments are imposed. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

Covenant to Levy the Series 2020 Assessments

The District will covenant in the Indenture to comply with the terms of the proceedings adopted with respect to the Series 2020 Assessments, including the Assessment Methodology, and to levy Series 2020 Assessments and any required true-up payments as set forth in the Assessment Methodology, in such manner as will generate funds sufficient to pay the principal of and interest on the Series 2020 Bonds when due. The District will further agree that it shall not amend the Assessment Methodology in any material manner without the written consent of the Majority Owners.

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

Prepayment of Series 2020 Assessments

[Pursuant to the Assessment Proceedings, any owner of land against which a Series 2020 Assessment has been levied may pay the principal balance of such Series 2020 Assessment, in whole or in part at any time, if there is also paid an amount equal to the interest that would otherwise be due on such balance to the earlier of the next succeeding November 1 or May 1 which is at least 45 days after the date of payment.

Pursuant to the Act and the Assessment Proceedings, an owner of property subject to the levy of Series 2020 Assessments may pay the entire balance of the Series 2020 Assessments remaining due, without interest, within thirty (30) days after the 2020 Project has been completed or acquired by the District, and the Board has adopted a resolution accepting the 2020 Project pursuant to Chapter 170.09, Florida Statutes. The Developers, as the owners of all of the property within the Assessment Area, will covenant to waive this right on behalf of themselves and their respective successors and assigns in connection with the issuance of the Series 2020 Bonds.

Any Prepayment of Series 2020 Assessments will result in the extraordinary mandatory redemption of a portion of the Series 2020 Bonds as indicated under "DESCRIPTION OF THE SERIES 2020 BONDS
– Redemption Provisions – Extraordinary Mandatory Redemption." The prepayment of Series 2020 Assessments does not entitle the owner of the property to a discount for early payment.

Limitation on Issuance of Additional Bonds

Other than Bonds issued to refund a portion of Outstanding Series 2020 Bonds, the issuance of which as determined by the District results in present value debt service savings, the District shall not, while any Series 2020 Bonds are outstanding, issue or incur any debt payable in whole or in part from the 2020 Trust Estate. In addition, the District will covenant not to issue any other Bonds or other debt obligations secured by Assessments on assessable lands which are also encumbered by the Series 2020 Assessments for any capital project unless the Series 2020 Assessments have been Substantially Absorbed; provided, however, that the foregoing shall not preclude the imposition of Assessments on property subject to the Series 2020 Assessment which as determined by the District are necessary for the health, safety, and welfare reasons or to remediate a natural disaster. The District may issue Bonds or other debt obligations secured by Assessments on assessable lands not encumbered by the Series 2020 Assessments without limitation except as limited by the documents pursuant to which such Bonds or dent are issued. "Substantially Absorbed" means the date at least [ninety percent (90%)] of the principal portion of the Series 2020 Assessments have been assigned to residential units that have received certificates of occupancy. The Trustee and the District may rely on a certificate from the District Manager regarding such status of the

residential units and the Series 2020 Assessments, and, in the absence of receipt of such certificate, may assume Substantial Absorption has not occurred.

Notwithstanding the above paragraph to the contrary, certain operation and maintenance assessments have and will continue to be levied upon the same lands subject to the Series 2020 Assessments; however, such assessments will not be available to pay debt service on the Series 2020 Bonds. The Series 2020 Assessments and the operation and maintenance assessments will have coequal lien status on the District Lands. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF
ASSESSMENTS" and "THE DEVELOPMENT – Taxes, Fees and Assessments" herein.

Covenant Against Sale or Encumbrances

In the Master Indenture, the District has covenanted that, until such time as there are no Bonds of a Series Outstanding, it will not sell, lease or otherwise dispose of or encumber the related Series Project or any part thereof, except as permitted in the Master Indenture. See "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE" attached hereto for more information.

2020 Acquisition and Construction Account

Pursuant to the Second Supplemental Indenture, there is established within the Acquisition and Construction Fund held by the Trustee the 2020 Acquisition and Construction Account. Amounts on deposit in the 2020 Acquisition and Construction Account shall be applied to pay the Costs of the 2020 Project upon presentment to the Trustee of a properly signed requisition in substantially the form attached to the Second Supplemental Indenture.

Any balance remaining in the 2020 Acquisition and Construction Account after the Date of Completion of the 2020 Project and after retaining the amount, if any, of all remaining unpaid Costs of the 2020 Project set forth in the Engineers' Certificate establishing such Date of Completion, shall be deposited in the 2020 Prepayment Account in the Bond Redemption Fund and applied to the extraordinary mandatory redemption of the Series 2020 Bonds in the manner prescribed in the Series 2020 Bonds. At such time as there are no amounts on deposit in the 2020 Acquisition and Construction Account such account shall be closed. No such transfer to the 2020 Prepayment Account shall be made if on the date of such proposed transfer the Trustee has knowledge that an Event of Default exists until such Event of Default no longer exists or is waived or the Trustee is directed by the Majority Owners to otherwise apply such moneys.

In accordance with the provisions of the Indenture, the Series 2020 Bonds are payable solely from the 2020 Trust Estate. The District will acknowledge that (i) the 2020 Trust Estate includes, without limitation, all amounts on deposit in the 2020 Acquisition and Construction Account then held by the Trustee, (ii) upon the occurrence of an Event of Default with respect to the Series 2020 Bonds, the 2020 Trust Estate may not be used by the District (whether to pay costs of the 2020 Project or otherwise) without the consent of the Majority Owners, except to the extent that prior to the occurrence of the Event of Default the District had incurred a binding obligation with third parties for work on the 2020 Project and payment is for such work and (iii) the 2020 Trust Estate may be used by the Trustee, at the direction or with the approval of the Majority Owners, to pay costs and expenses incurred in connection with the pursuit of remedies under the Indenture. The District shall not enter into any binding agreement with respect to the 2020 Project after the occurrence of an Event of Default unless authorized in writing by the Majority Owners.

2020 Reserve Account

Pursuant to the Second Supplemental Indenture, there is established within the Debt Service Reserve Fund a 2020 Reserve Account, which account shall be funded in the amount of the 2020 Reserve Account Requirement upon issuance of the Series 2020 Bonds. See "ESTIMATED SOURCES AND USES OF PROCEEDS" herein.

[The "2020 Reserve Account Requirement" shall mean 	.]

Amounts on deposit in the 2020 Reserve Account except as provided elsewhere in the Indenture shall be used only for the purpose of making payments into the 2020 Interest Account and the 2020 Sinking Fund Account to pay the Series 2020 Bonds, without distinction as to Series 2020 Bonds and without privilege or priority of one Series 2020 Bond over another, when due when the moneys on deposit in such Accounts and available therefor are insufficient.

The Trustee, on or before the forty-fifth day (or if such day is not a Business Day, on the Business Day next preceding such day) next preceding each Interest Payment Date, after taking into account all payments and transfers made as of such date, shall compute the value of the 2020 Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the 2020 Reserve Account, from the first legally available sources of the District.

All earnings on investments in the 2020 Reserve Account shall be deposited to the 2020 Revenue Account provided no deficiency exists in the 2020 Reserve Account except that prior to the Date of Completion of the 2020 Project earnings shall be deposited to the 2020 Acquisition and Construction Account if a deficiency does not exist in the 2020 Reserve Account and if a deficiency does exist earnings shall remain on deposit in the 2020 Reserve Account until the deficiency is cured. Such Account shall consist only of cash and Investment Securities.

Notwithstanding the foregoing on the earliest date on which there is on deposit in the 2020 Reserve Account, sufficient monies, taking into account other monies available therefor, to pay and redeem all of the Outstanding Series 2020 Bonds, together with accrued interest on such Series 2020 Bonds to the earliest date of redemption, then the Trustee shall transfer to the 2020 Prepayment Account the amount on deposit in the 2020 Reserve Account to pay and redeem all of the Outstanding 2020 Bonds on the earliest such date.

Deposit and Application of the Series 2020 Pledged Revenues

Pursuant to the Second Supplemental Indenture, there is established within the Revenue Fund a 2020 Revenue Account into which the revenues from the Series 2020 Assessments shall be deposited. Upon deposit of the revenues from the Series 2020 Assessments including the interest thereon with the Trustee, the District shall provide the Trustee a written accounting setting forth the amounts of such Series 2020 Assessments in the following categories which shall be deposited by the Trustee into the Funds and Accounts established hereunder as follows:

Assessment Interest which shall be deposited into the 2020 Interest Account;

Assessment Principal, which shall be deposited into the 2020 Sinking Fund Account;

Prepayment Principal which shall be deposited into the 2020 Prepayment Account;

Delinquent Assessment Principal shall first be applied to restore the amount of any withdrawal, from the 2020 Reserve Account to pay the principal of Series 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in the 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Sinking Fund Account;

Delinquent Assessment Interest shall first be applied to restore the amount of any withdrawal, from the 2020 Reserve Account to pay the interest of Series 2020 Bonds to the extent that less than the 2020 Reserve Account Requirement is on deposit in a 2020 Reserve Account, and, the balance, if any, shall be deposited into the 2020 Interest Account;

The balance shall be deposited in the 2020 Revenue Account.

On each March 15, June 15, September 15 and December 15 (or if such Day is not a Business Day, on the Business Day next preceding such day), the Trustee shall determine the amount on deposit in the 2020 Prepayment Account and, if the balance therein is greater than zero, shall, upon written authorization from the District, transfer, but only after transferring sufficient amounts as directed by the District from the 2020 Revenue Account to pay amounts due on the next Interest Payment Date, from the 2020 Revenue Account for deposit into such Prepayment Account, an amount sufficient to increase the amount on deposit therein to the next integral multiple of $5,000, and, shall thereupon give notice and cause the extraordinary mandatory redemption of Series 2020 Bonds on the next succeeding Quarterly Redemption Date in the maximum aggregate principal amount for which moneys are then on deposit in such Prepayment Account in accordance with the provisions for extraordinary redemption of Series 2020 Bonds. All interest due in regard to such prepayments shall be paid from the 2020 Interest Account or, if insufficient amounts are on deposit in the 2020 Interest Account to pay such interest, then from the 2020 Revenue Account.

Anything in the Indenture to the contrary, on each May 1 and November 1 (or if such May 1 or November 1 is not a Business Day, on the Business Day preceding such May 1 or November 1), the Trustee shall transfer from amounts on deposit in the 2020 Revenue Account to the Funds and Accounts designated below, the following amounts in the following order of priority:

FIRST, to the 2020 Interest Account of the Debt Service Fund, an amount equal to the amount of interest payable on all Series 2020 Bonds then Outstanding on such May 1 or November 1, less any other amount already on deposit in the 2020 Interest Account not previously credited;

SECOND, beginning on November  1,  , and no later  than the Business Day next  preceding  each November 1 thereafter while Series 2020 Bonds remain Outstanding, to the 2020 Sinking Fund Account, an amount equal to the Amortization Installment on the Series 2020 Bonds due on such November 1 or the principal maturing on such November 1, less any amount on deposit in the 2020 Sinking Fund Account not previously credited;

THIRD, to the 2020 Reserve Account, the amount, if any, which is necessary to make the amount on deposit equal to the 2020 Reserve Account Requirement with respect to the Series 2020 Bonds; and

FOURTH, the balance shall be retained in the 2020 Revenue Account.

Anything in the Indenture to the contrary notwithstanding, it shall not constitute an Event of Default if the full amount of the foregoing deposits are not made due to an insufficiency of funds therefore; provided, however, that nothing in this paragraph is meant to change what are otherwise Events of Default as provided in the Indenture.

On any date required by the Tax Regulation Covenants, the District shall give the Trustee written direction to, and the Trustee shall, transfer from the 2020 Revenue Account to the 2020 Rebate Account established for the Series 2020 Bonds in the Rebate Fund the amount due and owing to the United States, which amount shall be paid, to the United States, when due, in accordance with such Tax Regulatory Covenants. To the extent insufficient moneys are on deposit in the 2020 Revenue Account to make the transfer provided for in the immediately preceding sentence the District shall deposit with the Trustee from available moneys of the District the amount of any such insufficiency.

Anything in the Indenture to the contrary notwithstanding, amounts on deposit in all of the Funds and Accounts held as security for the Series 2020 Bonds shall be invested only in Investment Obligations, and further, earnings on investments in the accounts in the 2020 Acquisition and Construction Account and the 2020 Cost of Issuance Account shall be retained as realized, in such Accounts and used for the purpose of such Accounts. Earnings on investments in the 2020 Revenue Account, 2020 Sinking Fund Account, the 2020 Interest Account, 2020 Prepayment Account and the 2020 Optional Redemption Account in the Bond Redemption Fund shall be deposited, as realized, to the credit of the 2020 Revenue Account and used for the purpose of such Account.

Indenture Provisions Relating to Bankruptcy or Insolvency of Landowners

The Indenture will contain the following provisions which, pursuant to the Indenture, shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel subject to at least three percent (3%) of the Series 2020 Assessments pledged to the Series 2020 Bonds Outstanding (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding"). The District will acknowledge and agree that, although the Series 2020 Bonds were issued by the District, the Owners of the Series 2020 Bonds are categorically the party with the ultimate financial stake in the transaction and, consequently, the party with a vested and pecuniary interest in a Proceeding. In the event of any Proceeding involving an Insolvent Taxpayer: (i) the District will agree that it shall seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Bonds Outstanding, prior to making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceedings or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding, the Outstanding Series 2020 Bonds or any rights of the Trustee under the Indenture (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent);
(ii) the District will agree that it shall not make any election, give any consent, commence any action or file any motion, claim, obligation, notice or application or take any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding, the Series 2020 Bonds Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee; (iii) the District will agree that it shall seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Series 2020 Bonds Outstanding, to the proposed action if the District does not receive a written response from the Trustee within thirty (30) days following receipt by the Trustee of the written request for consent); (iv) the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise any and all rights and taking any and all actions available to the District in connection with any

Proceeding of any Insolvent Taxpayer, including without limitation, the right to file and/or prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Series 2020 Assessments relating the Series 2020 Bonds Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to make any election under Section 1111(b) of the Bankruptcy Code; and
the District shall not challenge the validity or amount of any claim submitted in good faith in such Proceeding by the Trustee or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceedings or take any other action in such Proceedings, which is adverse to Trustee's enforcement or the District's claim and rights with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District will agree that the Trustee shall have the right (i) to file a proof of claim with respect to the Series 2020 Assessments pledged to the Series 2020 Bonds Outstanding, (ii) to deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and (iii) to defend any objection filed to said proof of claim.

Notwithstanding the provisions of the immediately preceding paragraph, nothing in the immediately preceding paragraph shall preclude the District from becoming a party to a Proceeding in order to enforce a claim for operation and maintenance assessments, and the District shall be free to pursue such claim in such manner as it shall deem appropriate in its sole and absolute discretion. Any actions taken by the District in pursuance of its claim for operation and maintenance assessments in any Proceeding shall not be considered an action adverse or inconsistent with the Trustee's rights or consents with respect to the Series 2020 Assessments relating to the Series 2020 Bonds Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in clauses (iv) or (v) above. See "BONDOWNERS' RISKS – Bankruptcy Risks" for more information regarding Indenture provisions relating to bankruptcy or insolvency of the Developer.

Certain Remedies upon an Event of Default

The Indenture provides that each of the following shall be an "Event of Default" under the Indenture, with respect to the Series 2020 Bonds:

any payment of Debt Service on the Series 2020 Bonds is not made when due;

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

the District admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the 2020 Project;

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

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

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

the District shall be default in the due and punctual performance of any of the material covenants, conditions, agreements and provisions contained in the Series 2020 Bonds or in the Indenture relating to the Series 2020 Bonds on the part of the District to be performed (other than a default in the payment of Debt Service on the Series 2020 Bonds when due, which is an Event of Default under the Master Indenture) and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by owners of not less than ten percent (10%) in aggregate principal amount of the Series 2020 Bonds then Outstanding and affected by such amendment;

any portion of the Series 2020 Assessments pledged to the Series 2020 Bonds shall have become delinquent and, as the result thereof, the Indenture authorizes the Trustee to withdraw funds in an amount greater than fifteen percent (15%) of the amount on deposit in 2020 Reserve Account to pay the Debt Service on the Series 2020 Bonds (regardless of whether the Trustee does or does not actually withdraw such funds from the 2020 Reserve Account to pay the Debt Service on the Series 2020 Bonds) (the foregoing being referred to as a "2020 Reserve Account Event") unless within sixty (60) days from the 2020 Reserve Account Event the District has either paid to the Trustee (i) the amounts, if any, withdrawn from the 2020 Reserve Account or (ii) the portion of the Delinquent Assessment Principal and Delinquent Assessment Interest giving rise to the 2020 Reserve Account Event are paid and are no longer delinquent; and

more than fifteen percent (15%) of the Operation and Maintenance Assessments that are directly billed by the District and levied by the District on tax parcels subject to the Series 2020 Assessments are not paid by the date such are due and payable and such default continues for sixty (60) days after the date when due. The District shall give written notice to the Trustee of the occurrence of the event not later than then 10 days after the end of the sixty-day period referred to in the preceding sentence. The Trustee shall not be deemed to have knowledge of the occurrence of such an Event of Default absent notice thereof from the District.

Upon the happening and continuance of any Event of Default with respect to the Series 2020 Bonds, the Trustee or, if the Trustee is unwilling or unable to act, the Owners of not less than [fifty-one percent (51%)] of the aggregate principal amount of the Series 2020 Bonds then Outstanding may protect and enforce the rights of the Owners of the Series 2020 Bonds under Florida law and under the Master Indenture, the Second Supplemental Indenture and the Series 2020 Bonds, by such proceedings in equity or at law, either for the specific performance of any covenant or agreement contained in the Indenture or in aid or execution of any power granted in the Indenture or for the enforcement of any proper legal or equitable remedy, as the Trustee or the Owners of the Series 2020 Bonds, as the case may be, shall deem most effectual to protect and enforce such rights.

Notwithstanding any provisions in the Indenture to the contrary, no declaration of acceleration shall occur as the result of an Event of Default specified in clause (a) above except to the extent that the Series 2020 Assessments have been accelerated and are currently due and payable in accordance with applicable law.

If any proceeding taken by the Trustee or any Owner on account of any default shall have been discontinued or abandoned for any reason, then the District and the Owner shall be restored to their former positions and rights hereunder, respectively, and all rights and remedies of the Owners shall continue as though no such proceeding had been taken.

Except as provided in the Master Indenture, no owner of any of the Series 2020 Bonds shall have any right in any manner whatever to affect, disturb or prejudice the security of the Indenture or to enforce any right thereunder except in the manner provided in the Indenture, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Owners of the Series 2020 Bonds.

No remedy conferred upon the Trustee or the Owners is intended to be exclusive of any other remedy provided in the Indenture, and each such remedy shall be cumulative and shall be in addition to every other remedy given thereunder.

Foreclosure of Series 2020 Assessment Lien

Notwithstanding any other provisions of the Indenture to the contrary, the Second Supplemental Indenture provides that the following shall apply with respect to the Series 2020 Assessments and Series 2020 Bonds: if any property shall be offered for sale for the nonpayment of any Series 2020 Assessments, and no person or persons shall purchase such property for an amount equal to the full amount due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the District, after receiving the written consent of the Trustee, acting at the direction of the Majority Owners of the Series 2020 Outstanding, specifying whether the District is to take title to the property in its corporate name or in the name of a special purpose entity, may purchase the property for an amount less than or equal to the balance due on the Series 2020 Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), from any legally available funds of the District and the District shall receive in its corporate name or in the name of a special-purpose entity title to the property for the benefit of the Owners of the Series 2020 Bonds. The District, either through its own actions, or actions caused to be taken by the District through the Trustee, shall have the power to and shall lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the 2020 Revenue Account. The District, either through its own actions, or actions caused to be taken by the District through the Trustee, agrees that it shall, after being provided assurances satisfactory to it of payment of its fees, costs and expenses for doing so, be required to take the measures provided by law for listing for sale of property acquired by it as trustee for the Owners of the Series 2020 Bonds within sixty (60) days after the receipt of the request therefore signed by the Trustee, acting at the direction of the Majority Owners of the Series 2020 Outstanding. The District may pay costs associated with any actions taken by the District pursuant to this paragraph from any moneys legally available for such purpose held under the Indenture, provided such action does not adversely impact the tax-exempt status of the interest on the Series 2020 Bonds.

ENFORCEMENT OF ASSESSMENT COLLECTIONS

General

The primary source of payment for the Series 2020 Bonds is revenues received by the District from the Series 2020 Assessments imposed on certain lands in the Assessment Area specially benefited by the 2020 Project pursuant to the Assessment Proceedings. See "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D: ASSESSMENT METHODOLOGY."

The determination, order, levy, and collection of Series 2020 Assessments must be done in compliance with procedural requirements and guidelines provided by State law. Failure by the District, the Hillsborough County Tax Collector (the "Tax Collector") or the Hillsborough County Property Appraiser

(the "Property Appraiser") to comply with such requirements could result in a delay in the collection of, or the complete inability to collect, the Series 2020 Assessments during any year. Such delays in the collection of Series 2020 Assessments, or complete inability to collect Series 2020 Assessments, would have a material adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2020 Bonds. To the extent that landowners fail to pay the Series 2020 Assessments, delay payments, or are unable to pay the same, the successful pursuance of collection procedures available to the District is essential to continued payment of principal of and interest on the Series 2020 Bonds. See "BONDOWNERS' RISKS."

The Act provides for various methods of collection of delinquent Series 2020 Assessments by reference to other provisions of the Florida Statutes. The following is a description of certain statutory provisions of assessment payment and collection procedures appearing in the Florida Statutes but is qualified in its entirety by reference to such statutes.

Alternative Uniform Tax Collection Procedure for Series 2020 Assessments

Initially, the Developers will directly pay the Series 2020 Assessments to the District. [After the first condominium unit within each tower within the Assessment Area its assigned its certificate of occupancy, the Series 2020 Assessments will be allocated to the units within such tower and] the Series 2020 Assessments will thereafter be collected pursuant to the Uniform Method of collection (the "Uniform Method"). At such times as the Series 2020 Assessments are collected pursuant to the Uniform Method, the provisions of this section shall be come applicable. The Florida Statutes provide that, subject to certain conditions, non-ad valorem special assessments may be collected by using the Uniform Method. The Uniform Method is available only in the event the District complies with statutory and regulatory requirements and enters into agreements with the Tax Collector and Property Appraiser providing for the Series 2020 Assessments to be levied and then collected in this manner. The District's election to use a certain collection method with respect to the Series 2020 Assessments does not preclude it from electing to use another collection method in the future, subject to the provisions of the Indenture. See "−Foreclosure" below with respect to collection of delinquent assessments not collected pursuant to the Uniform Method.

If the Uniform Method of collection is utilized, the Series 2020 Assessments will be collected together with County, special district, and other ad valorem taxes and non-ad valorem assessments, all of which will appear on the tax bill (also referred to as a "tax notice") issued to each landowner in the Assessment Area. The statutes relating to enforcement of ad valorem taxes and non-ad valorem assessments provide that such taxes and assessments become due and payable on November 1 of the year when assessed, or as soon thereafter as the certified tax roll is received by the Tax Collector, and constitute a lien upon the land from January 1 of such year until paid or barred by operation of law. Such taxes and assessments (including the Series 2020 Assessments, if any, being collected by the Uniform Method) are to be billed, and landowners in the District are required to pay, all such taxes and assessments, without preference in payment of any particular increment of the tax bill, such as the increment owing for the Series 2020 Assessments. Upon any receipt of moneys by the Tax Collector from the Series 2020 Assessments, such moneys will be delivered to the District, which will remit such Series 2020 Assessments to the Trustee for deposit to the 2020 Revenue Account within the Revenue Fund, except that any Prepayments of Series 2020 Assessments shall be deposited to the 2020 Prepayment Account of the Bond Redemption Fund created under the Indenture and applied in accordance therewith.

All County, school and special district, including the District, ad valorem taxes, non-ad valorem special assessments, including the Series 2020 Assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on bonds are payable at one time, except for partial payment schedules as may be provided by Sections 197.374 and 197.222, Florida Statutes. Partial payments made pursuant to Sections 197.374 and 197.222, Florida Statutes, are distributed in equal proportion to all taxing districts

and levying authorities applicable to that account. If a taxpayer does not make complete payment of the total amount, he or she cannot designate specific line items on his or her tax bill as deemed paid in full. In such cases, the Tax Collector does not accept such partial payment and the partial payment is returned to the taxpayer. Therefore, in the event the Series 2020 Assessments are to be collected pursuant to the Uniform Method, any failure to pay any one line item would cause the Series 2020 Assessments to not be collected to that extent, which could have a significant adverse effect on the ability of the District to make full or punctual payment of the debt service requirements on the Series 2020 Bonds.

Under the Uniform Method, if the Series 2020 Assessments are paid during November when due or during the following three months, the taxpayer is granted a variable discount equal to 4% in November and decreasing one percentage point per month to 1% in February. All unpaid taxes and assessments become delinquent on April 1 of the year following assessment. The Tax Collector is required to collect the ad valorem taxes and non-ad valorem special assessments on the tax bill prior to April 1 and, after that date, to institute statutory procedures upon delinquency to collect such taxes and assessments through the sale of "tax certificates," as discussed below. Delay in the mailing of tax notices to taxpayers may result in a delay throughout this process.

Neither the District nor the Underwriter can give any assurance to the holders of the Series 2020 Bonds (1) that the past experience of the Tax Collector with regard to tax and special assessment delinquencies is applicable in any way to the Series 2020 Assessments, (2) that future landowners and taxpayers in the District will pay such Series 2020 Assessments, (3) that a market may exist in the future for tax certificates in the event of sale of such certificates for taxable units within the District, or (4) that the eventual sale of tax certificates for real property within the District, if any, will be for an amount sufficient to pay amounts due under the Assessment Proceedings to discharge the lien of the Series 2020 Assessments and all other liens that are coequal therewith.

Collection of delinquent Series 2020 Assessments under the Uniform Method is, in essence, based upon the sale by the Tax Collector of "tax certificates" and remittance of the proceeds of such sale to the District for payment of the Series 2020 Assessments due. In the event of a delinquency in the payment of taxes and assessments on real property, the landowners may, prior to the sale of tax certificates, pay the total amount of delinquent ad valorem taxes and non-ad valorem assessments plus the cost of advertising and the applicable interest charge on the amount of such delinquent taxes and assessments. If the landowners does not act, the Tax Collector is required to attempt to sell tax certificates on such property to the person who pays the delinquent taxes and assessments owing, penalties and interest thereon and certain costs, and who accepts the lowest interest rate per annum to be borne by the certificates (but not more than 18%). Tax certificates are sold by public bid. If there are no bidders, the tax certificate is issued to the County. The County is to hold, but not pay for, the tax certificate with respect to the property, bearing interest at the maximum legal rate of interest (currently 18%). The Tax Collector does not collect any money if tax certificates are "struck off" (issued) to the County. The County may sell such certificates to the public at any time at the principal amount thereof plus interest at the rate of not more than 18% per annum and a fee. Proceeds from the sale of tax certificates are required to be used to pay taxes and assessments (including the Series 2020 Assessments), interest, costs and charges on the real property described in the certificate. The demand for such certificates is dependent upon various factors, which include the rate of interest that can be earned by ownership of such certificates and the underlying value of the land that is the subject of such certificates and which may be subject to sale at the demand of the certificate holder. Therefore, the underlying market value of the property within the District may affect the demand for certificates and the successful collection of the Series 2020 Assessments, which are the primary source of payment of the Series 2020 Bonds. Legal proceedings under Federal bankruptcy law brought by or against a landowner who has not yet paid his or her property taxes or assessments would likely result in a delay in the sale of tax certificates.

Any tax certificate in the hands of a person other than the County may be redeemed and canceled, in whole or in part (under certain circumstances), at any time before a tax deed is issued or the property is placed on the list of lands available for sale, at a price equal to the face amount of the certificate or portion thereof together with all interest, costs, charges and omitted taxes due. Regardless of the interest rate actually borne by the certificates, persons redeeming tax certificates must pay a minimum interest rate of 5%, unless the rate borne by the certificates is zero percent. The proceeds of such a redemption are paid to the Tax Collector who transmits to the holder of the tax certificate such proceeds less service charges, and the certificate is canceled. Redemption of tax certificates held by the County is effected by purchase of such certificates from the County, as described in the preceding paragraph.

Any holder, other than the County, of a tax certificate that has not been redeemed has seven years from the date of issuance of the tax certificate during which to act against the land that is the subject of the tax certificate. After an initial period ending two years from April 1 of the year of issuance of a certificate, during which period actions against the land are held in abeyance to allow for sales and redemptions of tax certificates, and before the expiration of seven years from the date of issuance, the holder of a certificate may apply for a tax deed to the subject land. The applicant is required to pay to the Tax Collector at the time of application all amounts required to redeem or purchase all outstanding tax certificates covering the land, plus interest, any omitted taxes or delinquent taxes and interest, and current taxes, if due. If the County holds a tax certificate on property valued at $5,000 or more and has not succeeded in selling it, the County must apply for a tax deed two years after April 1 of the year of issuance of the certificate. The County pays costs and fees to the Tax Collector but not any amount to redeem any other outstanding certificates covering the land. Thereafter, the property is advertised for public sale.

In any such public sale conducted by the Clerk of the Circuit Court, the private holder of the tax certificate who is seeking a tax deed for non-homestead property is deemed to submit a minimum bid equal to the amount required to redeem the tax certificate, charges for the cost of sale, including costs incurred for the service of notice required by statute, redemption of other tax certificates on the land, and the amount paid by such holder in applying for the tax deed, plus interest thereon. In the case of homestead property, the minimum bid is also deemed to include, in addition to the amount of money required for the minimum bid on non-homestead property, an amount equal to one-half of the latest assessed value of the homestead. If there are no higher bids, the holder receives title to the land, and the amounts paid for the certificate and in applying for a tax deed are credited toward the purchase price. If there are other bids, the holder may enter the bidding. The highest bidder is awarded title to the land. The portion of proceeds of such sale needed to redeem the tax certificate, and all other amounts paid by such person in applying for a tax deed, are forwarded to the holder thereof or credited to such holder if such holder is the successful bidder. Excess proceeds are distributed first to satisfy governmental liens against the land and then to the former title holder of the property (less service charges), lienholder of record, mortgagees of record, vendees of recorded contracts for deeds, and other lienholders and any other person to whom the land was last assessed on the tax roll for the year in which the land was assessed, all as their interest may appear.

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

If there are no bidders at the public sale, the County may, at any time within ninety (90) days from the date of offering for public sale, purchase the land without further notice or advertising for a statutorily prescribed opening bid. After ninety (90) days have passed, any person or governmental unit may purchase the land by paying the amount of the opening bid. Ad valorem taxes and non-ad valorem assessments accruing after the date of public sale do not require repetition of the bidding process but are added to the minimum bid. Three years from the date of delinquency, unsold lands escheat to the County in which they

are located and all tax certificates and liens against the property are canceled and a deed is executed vesting title in the governing board of such County.

Foreclosure

The following discussion regarding foreclosure is not applicable if the Series 2020 Assessments are being collected pursuant to the Uniform Method. In the event that the District itself directly levies and enforces, pursuant to Chapters 170 and 190, Florida Statutes, the collection of the Series 2020 Assessments levied on the land within the District, Section 170.10, Florida Statutes provides that upon the failure of any property owner to pay all or any part of the principal of a special assessment, including a Series 2020 Assessment, or the interest thereon, when due, the governing body of the entity levying the assessment is authorized to commence legal proceedings for the enforcement of the payment thereof, including commencement of an action in chancery, commencement of a foreclosure proceeding in the same manner as the foreclosure of a real estate mortgage, or commencement of an action under Chapter 173, Florida Statutes relating to foreclosure of municipal tax and special assessment liens. Such a proceeding is in rem, meaning that it is brought against the land not against the owner. In light of the one-year tolling period required before the District may commence a foreclosure action under Chapter 173, Florida Statutes, it is likely that the District would commence an action to foreclose in the same manner as the foreclosure of a real estate mortgage, rather than proceeding under Chapter 173, Florida Statutes.

Enforcement of the obligation to pay Series 2020 Assessments and the ability to foreclose the lien of such Series 2020 Assessments upon the failure to pay such Series 2020 Assessments may not be readily available or may be limited as such enforcement is dependent upon judicial action which is often subject to discretion and delay.

BONDOWNERS' RISKS

There are certain risks inherent in an investment in bonds issued by a public authority or governmental body in the State and secured by special assessments. Certain of these risks are described in other sections of this Limited Offering Memorandum. Certain additional risks are associated with the Series 2020 Bonds offered hereby and are set forth below. Prospective investors in the Series 2020 Bonds should have such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Series 2020 Bonds and have the ability to bear the economic risks of such prospective investment, including a complete loss of such investment. This section does not purport to summarize all risks that may be associated with purchasing or owning the Series 2020 Bonds, and prospective purchasers are advised to read this Limited Offering Memorandum in its entirety for a more complete description of investment considerations relating to the Series 2020 Bonds.

Concentration of Land Ownership

As of the date of delivery of the Series 2020 Bonds, the Developers own all of the assessable lands within the Assessment Area, which are the lands that will be subject to the Series 2020 Assessments securing the Series 2020 Bonds. Payment of the Series 2020 Assessments is primarily dependent upon their timely payment by the Developers and the other future landowners in the Assessment Area. Non-payment of the Series 2020 Assessments by any of the landowners could have a substantial adverse impact upon the District's ability to pay debt service on the Series 2020 Bonds. See "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS" and "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES
2020 BONDS" herein.

Bankruptcy and Related Risks

In the event of the institution of bankruptcy or similar proceedings with respect to the Developers or any other owner of benefited property, delays could occur in the payment of debt service on the Series 2020 Bonds, as such bankruptcy could negatively impact the ability of: (i) the Developers and any other landowner to pay the Series 2020 Assessments; (ii) the Tax Collector to sell tax certificates in relation to such property with respect to the Series 2020 Assessments being collected pursuant to the Uniform Method; and (iii) the District to foreclose the lien of the Series 2020 Assessments not being collected pursuant to the Uniform Method. In addition, the remedies available to the Owners of the Series 2020 Bonds under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, the remedies specified by federal, state and local law and in the Indenture and the Series 2020 Bonds, including, without limitation, enforcement of the obligation to pay Series 2020 Assessments and the ability of the District to foreclose the lien of the Series 2020 Assessments if not being collected pursuant to the Uniform Method, may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2020 Bonds (including Bond Counsel's approving opinion) will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. The inability, either partially or fully, to enforce remedies available with respect to the Series 2020 Bonds could have a material adverse impact on the interest of the Owners thereof.

A 2011 bankruptcy court decision in Florida held that the governing body of a community development district, and not the bondholders or indenture trustee, was the creditor of the landowners/debtors in bankruptcy with respect to claims for special assessments, and thus only the district could vote to approve or disapprove a reorganization plan submitted by the debtors in the case. The district voted in favor of the plan. The governing body of the district was at that time elected by the landowners rather than qualified electors. Under the reorganization plan that was approved, a two-year moratorium was placed on the debtor landowners' payment of special assessments. As a result of this non-payment of assessments, debt service payments on the district's bonds were delayed for two years or longer. The Indenture provides for the delegation of certain rights from the District to the Trustee in the event of a bankruptcy or similar proceeding with respect to an "Insolvent Taxpayer" (as previously defined). See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS – Indenture Provisions
Relating to Bankruptcy or Insolvency of Landowners." The District cannot express any view whether such delegation would be enforceable.

Series 2020 Assessments Are Non-Recourse

The principal security for the payment of the principal and interest on the Series 2020 Bonds is the timely collection of the Series 2020 Assessments. The Series 2020 Assessments do not constitute a personal indebtedness of the landowners of the land subject thereto, but are secured by a lien on such land. There is no assurance that the Developers or subsequent landowners will be able to pay the Series 2020 Assessments or that they will pay such Series 2020 Assessments even though financially able to do so. Neither the Developers nor any other subsequent landowners have any personal obligation to pay the Series 2020 Assessments. Neither the Developers nor any subsequent landowners are guarantors of payment of any Series 2020 Assessments, and the recourse for the failure of the Developers or any subsequent landowner to pay the Series 2020 Assessments is limited to the collection proceedings against the land subject to such unpaid Series 2020 Assessments, as described herein. Therefore the likelihood of collection of the Series 2020 Assessments may ultimately depend on the market value of the land subject to the Series 2020 Assessments. While the ability of the Developers or subsequent landowners to pay the Series 2020 Assessments is a relevant factor, the willingness of the Developers or subsequent landowners to pay the Series 2020 Assessments, which may also be affected by the value of the land subject to the Series 2020

Assessments, is also an important factor in the collection of Series 2020 Assessments. The failure of the Developers or subsequent landowners to pay the Series 2020 Assessments could render the District unable to collect delinquent Series 2020 Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2020 Bonds.

Regulatory and Environmental Risks

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

The value of the land within the District, the success of the Development, the development of the Assessment Area and the likelihood of timely payment of principal and interest on the Series 2020 Bonds could be affected by environmental factors with respect to the land in the District. Should the land be contaminated by hazardous materials, this could materially and adversely affect the value of the land in the District, which could materially and adversely affect the success of the development of the lands within the District and the likelihood of the timely payment of the Series 2020 Bonds. The District has not performed, nor has the District requested that there be performed on its behalf, any independent assessment of the environmental conditions within the District. See "THE DEVELOPMENT – Environmental" for information on environmental site assessments obtained or received. Nevertheless, it is possible that hazardous environmental conditions could exist within the District or in the vicinity of the District and that such conditions could have a material and adverse impact upon the value of the benefited lands within the District. No assurance can be given that unknown hazardous materials, protected animals or vegetative species, etc., do not currently exist or may not develop in the future, whether originating within the District or from surrounding property, and what effect such may have on the development or sale of the lands in the Assessment Area.

The value of the lands subject to the Series 2020 Assessments could also be adversely impacted by flooding or wind damage caused by hurricanes, tropical storms, or other catastrophic events. In addition to potential damage or destruction to any existing development or construction in or near the Assessment Area, such catastrophic events could potentially render the lands in the Assessment Area unable to support future development. The occurrence of any such events could materially adversely impact the District's ability to pay principal and interest on the Series 2020 Bonds. The Series 2020 Bonds are not insured, and the District's casualty insurance policies do not insure against losses incurred on private lands within its boundaries.

Economic Conditions and Changes in Development Plans

The successful development of the Assessment Area and the sale of residential units therein, once such homes are built, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developers. Moreover, the Developers have the right to modify or change plans for development of the Assessment Area from time to time, including, without limitation, land use changes, changes in the overall land and phasing plans, and changes to the type, mix, size and number of units to be developed, and may seek in the future, in accordance with and subject to the provisions of the Act, to contract or expand the boundaries of the District.

Other Taxes and Assessments

The willingness and/or ability of an owner of benefited land to pay the Series 2020 Assessments could be affected by the existence of other taxes and assessments imposed upon such property by the District, the County or any other local special purpose or general purpose governmental entities. County, school, special district taxes and special assessments, and voter-approved ad valorem taxes levied to pay principal of and interest on debt, including the Series 2020 Assessments, collected pursuant to the Uniform Method are payable at one time. Public entities whose boundaries overlap those of the District could, without the consent of the owners of the land within the District, impose additional taxes on the property within the District. The District anticipates imposing operation and maintenance assessments encumbering the same property encumbered by the Series 2020 Assessments. In addition, lands within the District may also be subject to assessments by property owners' and homeowners' associations. See "THE DEVELOPMENT – Taxes, Fees and Assessments" for additional information.

Under Florida law, a landowner may contest the assessed valuation determined for its property that forms the basis of ad-valorem taxes such landowner must pay. During this contest period, the sale of a tax certificate under the Uniform Method will be suspended. If the Series 2020 Assessments are being collected along with ad valorem taxes pursuant to the Uniform Method, tax certificates will not be sold with respect to such Series 2020 Assessment, even though the landowner is not contesting the amount of the Series 2020 Assessment. However, Section 194.014, Florida Statutes, requires taxpayers challenging the assessed value of their property to pay all non-ad valorem taxes and at least 75% of their ad valorem taxes before they become delinquent. Likewise, taxpayers who challenge the denial of an exemption or classification or a determination that their improvements were substantially complete must pay all non-ad valorem assessments and the amount of ad valorem taxes that they admit in good faith to be owing. If a taxpayer fails to pay property taxes as set forth above, the Value Adjustment Board considering the taxpayer's challenge is required to deny such petition by written decision by April 20 of such year.

Condominium Covenants and Restrictions

The Assessment Area is being developed as a condominium community, and therefore the lands comprising the Assessment Area and the individual condominium units, once they are completed and sold, will be subject to certain recorded covenants and restrictions that affect their use (the "Restrictions"). The Restrictions could ultimately affect the value of the condominium units and the ability of the Tax Collector to sell tax certificates thereon, or in the case of Series 2020 Assessments that are being collected directly, the value of the condominium units to potential third parties at a foreclosure sale in the event that Series 2020 Assessments become delinquent. Such adverse effects could render the District unable to collect delinquent Series 2020 Assessments, if any, and provided such delinquencies are significant, could negatively impact the ability of the District to make the full or punctual payment of debt service on the Series 2020 Bonds.

Sales to Foreign Nationals

The successful sale of condominium units within the Assessment Area, once such units are completed, may be affected by unforeseen changes in general economic conditions, fluctuations in the real estate market and other factors beyond the control of the Developers. Specifically, since some of condominium units within the Assessment Area are expected to be sold to foreign nationals, changes in immigration laws of the United States that make travel or the issuance of travel visas (including temporary, non-immigrant B1/B2 visas) more cumbersome, or in extreme instances unavailable, to foreign nationals of certain countries, may affect the attractiveness of the condominium units within the Assessment Area to potential end users/buyers. It is impossible to predict what, if any, immigration legislation may be introduced in Congress and whether, if passed, how that may affect/restrict existing immigration policies

that are in effect. In addition, obtaining financing from a conventional mortgage lender is more difficult for foreign nationals who wish to purchase property in the United States. Lenders who do offer financing to foreign nationals who want to purchase property in the United States typically require larger down payments and extensive documentation of a potential borrower's income and assets. Potential buyers of condominium units within the Assessment Area may not qualify for financing in certain instances as a result of these more onerous requirements, and this might, in turn, affect the universe of potential end users who may be able to ultimately close on condominium units within the Assessment Area. Furthermore, foreign nationals whose income and assets are held abroad and valued in a foreign currency are subject to currency fluctuations/risk. Unpredictable economic events may cause the devaluation of certain foreign currencies, making the cost of a condominium unit within the Assessment Area or an investment in a condominium unit within the Assessment Area unattractive to a particular foreign national prior to closing on an individual condominium unit within the Assessment Area.

Limited Secondary Market for Series 2020 Bonds

The Series 2020 Bonds may not constitute a liquid investment, and there is no assurance that a liquid secondary market will exist for the Series 2020 Bonds in the event an Owner thereof determines to solicit purchasers for the Series 2020 Bonds. Even if a liquid secondary market exists, there can be no assurance as to the price for which the Series 2020 Bonds may be sold. Such price may be lower than that paid by the current Owners of the Series 2020 Bonds, depending on the progress of development of the Development and the lands within the Assessment Area, as applicable, existing real estate and financial market conditions and other factors.

Inadequacy of 2020 Reserve Account

Some of the risk factors discussed herein, which, if materialized, would result in a delay in the collection of the Series 2020 Assessments, may not adversely affect the timely payment of debt service on the Series 2020 Bonds because of the 2020 Reserve Account. The ability of the 2020 Reserve Account to fund deficiencies caused by delinquencies in the Series 2020 Assessments is dependent on the amount, duration and frequency of such deficiencies. Moneys on deposit in the 2020 Reserve Account may be invested in certain obligations permitted under the Indenture. Fluctuations in interest rates and other market factors could affect the amount of moneys in the 2020 Reserve Account to make up deficiencies. If the District has difficulty in collecting the Series 2020 Assessments, the 2020 Reserve Account would be rapidly depleted and the ability of the District to pay debt service on the Series 2020 Bonds could be materially adversely affected. In addition, during an Event of Default under the Indenture, the Trustee may withdraw moneys from the 2020 Reserve Account and such other Funds, Accounts and subaccounts created under the Indenture to pay its extraordinary fees and expenses incurred in connection with such Event of Default. If in fact the 2020 Reserve Account is accessed for any purpose, the District does not have a designated revenue source for replenishing such account. Moreover, the District may not be permitted to re-assess real property then burdened by the Series 2020 Assessments in order to provide for the replenishment of the 2020 Reserve Account. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS – 2020 Reserve Account" herein for more information about the 2020 Reserve Account.

Legal Delays

If the District should commence a foreclosure action against a landowner for nonpayment of Series 2020 Assessments that are not being collected pursuant to the Uniform Method, such landowner and/or its mortgagee(s) may raise affirmative defenses to such foreclosure action. Although the District expects that such affirmative defenses would likely be proven to be without merit, they could result in delays in completing the foreclosure action. In addition, the District is required under the Indenture to fund the costs

of such foreclosure. It is possible that the District will not have sufficient funds and will be compelled to request the Holders of the Series 2020 Bonds to allow funds on deposit under the Indenture to be used to pay the costs of the foreclosure action. Under the Code, there are limitations on the amounts of proceeds from the Series 2020 Bonds that can be used for such purpose.

IRS Examination and Audit Risk

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

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

It has been reported that the IRS has closed audits of other community development districts in Florida with no change to such districts' bonds' tax-exempt status, but has advised such districts that such districts must have public electors within the timeframe established by the applicable state law or their bonds may be determined to be taxable retroactive to the date of issuance. Pursuant to the Act, general elections are not held until the later of six years from the date of establishment of the community development district or the time at which there are at least 250 qualified electors in the district. The District, unlike Village Center CDD, was formed with the intent that it will contain a sufficient number of residents to allow for a transition to control by a general electorate. Currently, all of the members of the Board of the District were elected by the landowners and none were elected by qualified electors. The Developers will certify as to their expectations as to the timing of the transition of control of the Board of the District to qualified electors pursuant to the Act, and their expectations as to compliance with the Act by any members of the Board that they elects. Such certification by the Developers does not ensure that such certification shall be determinative of, or may influence the outcome of any audit by the IRS, or any appeal from such audit, that may result in an adverse ruling that the District is not a political subdivision for purposes of Section 103(a) of the Code. Further, there can be no assurance that an audit by the IRS of the Series 2020 Bonds will not be commenced. The District has no reason to believe that any such audit will be commenced, or that any such audit, if commenced, would result in a conclusion of noncompliance with any applicable state or federal law.

Owners of the Series 2020 Bonds are advised that, if the IRS does audit the Series 2020 Bonds, under its current procedures, at least during the early stages of an audit, the IRS will treat the District as the taxpayer, and the Owners of the Series 2020 Bonds may have limited rights to participate in those proceedings. The commencement of such an audit could adversely affect the market value and liquidity of the Series 2020 Bonds until the audit is concluded, regardless of the ultimate outcome. In addition, in the event of an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2020 Bonds, it is unlikely the District will have available revenues to enable it to contest such determination or enter into a voluntary financial settlement with the IRS. Further, an adverse determination by the IRS with respect to the tax-exempt status of interest on the Series 2020 Bonds would adversely affect the availability of any secondary market for the Series 2020 Bonds. Should interest on the Series 2020 Bonds become includable in gross income for federal income tax purposes, not only will Owners of Series 2020 Bonds be required to pay income taxes on the interest received on such Series 2020 Bonds and related penalties, but because the interest rate on such Series 2020 Bonds will not be adequate to compensate Owners of the Series 2020 Bonds for the income taxes due on such interest, the value of the Series 2020 Bonds may decline.

THE INDENTURE DOES NOT PROVIDE FOR ANY ADJUSTMENT IN THE INTEREST RATES ON THE SERIES 2020 BONDS IN THE EVENT OF AN ADVERSE DETERMINATION BY THE IRS WITH RESPECT TO THE TAX-EXEMPT STATUS OF INTEREST ON THE SERIES 2020 BONDS. PROSPECTIVE PURCHASERS OF THE SERIES 2020 BONDS SHOULD EVALUATE WHETHER THEY CAN OWN THE SERIES 2020 BONDS IN THE EVENT THAT THE INTEREST ON THE SERIES 2020 BONDS BECOMES TAXABLE AND/OR THE DISTRICT IS EVER DETERMINED TO NOT BE A POLITICAL SUBDIVISION FOR PURPOSES OF THE CODE AND/OR SECURITIES ACT (AS HEREINAFTER DEFINED).

Loss of Exemption from Securities Registration

Since the Series 2020 Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, because of the exemption for political subdivisions, if the District is ever deemed by the IRS, judicially or otherwise, not to be a political subdivision for purposes of the Code, it is possible that federal or state regulatory authorities could also determine that the District is not a political subdivision for purposes of federal and state securities laws.

Accordingly, the District and purchasers of Series 2020 Bonds may not be able to rely on the exemption from registration under the Securities Act relating to securities issued by political subdivisions. In that event, the Owners of the Series 2020 Bonds would need to ensure that subsequent transfers of the Series 2020 Bonds are made pursuant to a transaction that is not subject to the registration requirements of the Securities Act and applicable state securities laws.

Federal Tax Reform

Various legislative proposals are mentioned from time to time by members of Congress of the United States of America and others concerning reform of the internal revenue (tax) laws of the United States. In addition, the IRS may, in the future, issue rulings that have the effect of challenging the interpretation of existing tax laws. Certain of these proposals and interpretations, if implemented or upheld, could have the effect of diminishing the value of obligations or states and their political subdivisions, such as the Series 2020 Bonds, by eliminating or changing the tax-exempt status of interest on such bonds. Whether any such proposals will ultimately become or be upheld as law, and if so, the effect such proposals could have upon the value of bonds such as the Series 2020 Bonds cannot be predicted. However, it is possible that any such law or interpretation could have a material and adverse effect upon the availability of a liquid secondary market and/or the value of the Series 2020 Bonds. Prospective purchasers of the Series 2020 Bonds should consult their tax advisors as to the impact of any proposed or pending legislation as well as the impact of federal legislation enacted in December 2017. See also "TAX MATTERS."

State Tax Reform

It is impossible to predict what new proposals may be presented regarding tax reform and/or community development districts during upcoming legislative sessions, whether such new proposals or any previous proposals regarding the same will be adopted by the Florida Senate and House of Representatives and signed by the Governor, and, if adopted, the form thereof. On October 31, 2014, the Auditor General of the State released a 31-page report which requests legislative action to establish parameters on the amount of bonds a community development district may issue and provide additional oversight for community development district bonds. This report renews requests made by the Auditor General in 2011 that led to the Governor of the State issuing an Executive Order on January 11, 2012 (the "Executive Order") directing the Office of Policy and Budget in the Executive Office of the Governor ("OPB") to examine the role of special districts in the State. As of the date hereof, the OPB has not made any recommendations pursuant to the Executive Order nor has the Florida legislature passed any related legislation. It is impossible to predict with certainty the impact that any existing or future legislation will or may have on the security for the Series 2020 Bonds. It should be noted that Section 190.16(14) of the Act provides in pertinent part that "The state pledges to the holders of any bonds issued under the Act that it will not limit or alter the rights of the district to levy and collect the … assessments… and to fulfill the terms of any agreement made with the holders of such bonds … and that it will not impair the rights or remedies of such holders."

Insufficient Resources or Other Factors Causing Failure to Complete the 2020 Project or the Construction of Homes within the Assessment Area

The cost to finish the 2020 Project may exceed the net proceeds from the Series 2020 Bonds. There can be no assurance, in the event the District does not have sufficient moneys on hand to complete the 2020 Project, that the District will be able to raise, through the issuance of additional bonds or otherwise, the moneys necessary to complete the 2020 Project. Further, pursuant to the Indenture, the District covenants and agrees that the District shall not to issue any other Bonds or other debt obligations secured by Special Assessments on assessable lands within the District subject to the Series 2020 Assessments for any capital project until the Series 2020 Assessments are Substantially Absorbed. See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS – Additional Bonds" for more information.

Although the [Developers] will agree to fund or cause to be funded the completion of the 2020 Project regardless of the insufficiency of proceeds from the Series 2020 Bonds and will enter into a completion agreement with the District as evidence thereof, there can be no assurance that the Developers will have sufficient resources to do so. Such obligation of the Developers is an unsecured obligation, and the Developers are special-purpose entities whose assets consist primarily of their respective interests in the District. See "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS" herein for more information.

Further, even if development of the 2020 Project is completed, there are no assurances that the towers will be constructed in the Assessment Area or that completed condominium units will be sold within the Assessment Area. In particular, given the status of construction of the condominium towers within the Assessment Area, foreclosure on the lands within the Assessment Area in the event of nonpayment of Series 2020 Assessments would currently yield an asset which would require a significant amount of money in order to complete construction of the towers and the buildout of the condominium units therein prior to sale to end users. See "THE DEVELOPMENT – Land Acquisition and Finance Plan" herein for more information regarding the estimated costs and finance plan for construction of the condominium towers.

Payment of Series 2020 Assessments after Bank Foreclosure

In the event a bank forecloses on property because of a default on a mortgage in favor of such bank on any of the assessable lands within the District, and then the bank itself fails, the Federal Deposit Insurance Corporation (the "FDIC"), as receiver, will then become the fee owner of such property. In such event, the FDIC will not, pursuant to its own rules and regulations, likely be liable to pay the Series 2020 Assessments levied on such property. In addition, the District would require the consent of the FDIC prior to commencing a foreclosure action.

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ESTIMATED SOURCES AND USES OF SERIES 2020 BOND PROCEEDS

Source of Funds		
Aggregate Principal Amount of Series 2020 Bonds	$ 		
[Less: Original Issue Discount]		

Total Sources	
$		

Use of Funds		
Deposit to the 2020 Acquisition and Construction Account	$		
Deposit to the 2020 General Account(1)		
Deposit to 2020 Reserve Account		
Deposit to 2020 Interest Account(2)		
Costs of Issuance, including Underwriter's Discount(3)		

Total Uses	
$		

See "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS – 2020 Acquisition and Construction Account" herein.
Reflects capitalized interest through 	1, 2020.
Costs of issuance includes, without limitation, legal fees and other costs associated with the issuance of the Series 2020 Bonds.

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DEBT SERVICE REQUIREMENTS

The following table sets forth the scheduled debt service on the Series 2020 Bonds:

Period Ending	Principal		
November 1	(Amortization)	Interest	Total Debt Service	

TOTALS

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THE DISTRICT

General Information

The District, which is the issuer of the Series 2020 Bonds, is a local unit of special purpose government of the State of Florida, created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, and by Ordinance No. 2005-233 of the City, adopted on August 25, 2005, as amended. The District encompasses approximately 53 acres of land located within the incorporated municipal boundaries of the City of Tampa, Florida, in Hillsborough County. The District Lands are located on the south side of West Gandy Boulevard and one block west of South Westshore Boulevard and are being developed as a mixed-use planned community known as the Westshore Marina District. See "THE DEVELOPMENT" herein for more information.

Legal Powers and Authority

The District is an independent unit of local government created pursuant to and established in accordance with the Act. The Act was enacted in 1980 to provide a uniform method for the establishment of independent districts to manage and finance basic community development services, including capital infrastructure required for community developments throughout the State of Florida. The Act provides legal authority for community development districts (such as the District) to finance the acquisition, construction, operation and maintenance of the major infrastructure for community development pursuant to its general law charter. The District is classified as an independent district under Chapter 189, Florida Statutes.

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

The Act does not empower the District to adopt and enforce any land use plans or zoning ordinances and the Act does not empower the District to grant building permits; these functions are to be performed by general purpose local governments having jurisdiction over the lands within the District.

The Act exempts all property owned by the District from levy and sale by virtue of an execution and from judgment liens, but does not limit the right of any owner of lands of the District to pursue any remedy for enforcement of any lien or pledge of the District in connection with its bonds, including the Series 2020 Bonds.

Board of Supervisors
The governing body of the District is its Board of Supervisors (the "Board"), which is composed of five Supervisors (the "Supervisors"). The Act provides that, at the initial meeting of the landowners,

Supervisors must be elected by the landowners, with the two Supervisors receiving the highest number of votes to serve for four years and the remaining Supervisors to serve for a two-year term. Three of the five Supervisors are elected to the Board every two years in November. At such election the two Supervisors receiving the highest number of votes are elected to four-year terms and the remaining Supervisor is elected to a two-year term. Until the later of six (6) years after the initial appointment of Supervisors or the year in which there are at least 250 qualified electors in the District, or such earlier time as the Board may decide to exercise its ad valorem taxing power, the Supervisors are elected by vote of the landowners of the District. Ownership of the land within the District entitles the owner to one vote per acre (with fractions thereof rounded upward to the nearest whole number and, for purposes of determining voting interests, platted lots shall be counted individually and rounded up to the nearest whole acre and shall not be aggregated for determining the number of voting units held). Upon the later of six (6) years after the initial appointment of Supervisors or the year in which there are at least 250 qualified electors in the District, the Supervisors whose terms are expiring will be elected (as their terms expire) by qualified electors of the District, except as described below. A qualified elector is a registered voter who is at least eighteen years of age, a resident of the District and the State of Florida and a citizen of the United States. At the election where Supervisors are first elected by qualified electors, two Supervisors must be qualified electors and be elected by qualified electors, both to four-year terms. Thereafter, as terms expire, all Supervisors must be qualified electors and are elected to serve four-year terms. If there is a vacancy on the Board, whether as a result of the resignation or removal of a Supervisor or because no elector qualifies for a seat to be filled in an election, the remaining Board members are to fill such vacancy for the unexpired term.

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

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

The current members of the Board and the expiration of the term of each member are set forth
below.	
Name	Title	Term Expires	
Noah Breakstone* Kevin Mays*
David D’Ambrosio* Drew Locher*
Britney Mroczkowski*	Chairperson
Vice-Chairperson Assistant Secretary Assistant Secretary
Assistant Secretary	November 2022
November 2022
November 2020
November 2020
November 2020]	

* Employee of, or affiliated with, the Developers or their affiliates.

A majority of the members of the Board constitutes a quorum for the purposes of conducting its business and exercising its powers and for all other purposes. Action taken by the District shall be upon a vote of a majority of the members present unless general law or a rule of the District requires a greater number. All meetings of the Board are open to the public under Florida's open meeting or "Sunshine" law.

The District Manager and Other Consultants

The chief administrative official of the District is the District Manager (as hereinafter defined). The Act provides that a district manager has charge and supervision of the works of the District and is responsible for preserving and maintaining any improvement or facility constructed or erected pursuant to the provisions of the Act, for maintaining and operating the equipment owned by the District, and for performing such other duties as may be prescribed by the Board.

The District has retained PFM Group Consulting LLC, to serve as its district manager ("District Manager"). The District Manager's corporate office is located at 12051 Corporate Boulevard, Orlando, Florida 32817.

The Act further authorizes the Board to hire such employees and agents as it deems necessary. Thus, the District has employed the services of Akerman LLP, Orlando, Florida, as Bond Counsel; Ardurra Group, Inc., Tampa, Florida, as District Engineer; and Straley Robin Vericker P.A., Tampa, Florida, as District Counsel. The Board has also retained PFM Financial Advisors LLC to serve as Methodology Consultant for the Series 2020 Bonds.

Prior Bonds and Bond Defaults

The District previously issued its $43,510,000 Special Assessment Bonds, Series 2006A and its
$6,055,000 Special Assessment Bonds, Series 2006B (the "Prior Bonds") on February 22, 2006. As a result of the failure of the prior developer of the District Lands to pay special assessments, the District made unscheduled draws on the debt service reserve for the Prior Bonds and subsequently defaulted on the Prior Bonds beginning in 2009. [Discuss default history / transfers.] The Trustee made a final distribution to holders of the Prior Bonds in October 2019 and, following such distribution, the Prior Bonds were cancelled.

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THE 2020 PROJECT

The District Lands are being developed as a mixed-use waterfront community. The District's existing infrastructure improvements include publicly dedicated roads, public parking areas, walkways, pond, seawalls and open space, some of which have been substantially completed and are pending final construction completion certification. Certain infrastructure was constructed outside of the District Lands to connect municipal potable water mains, sewage conveyances and disposal systems, and to convey offsite storm water runoff through the Development to Old Tampa Bay. See "THE DEVELOPMENT" herein for a description of existing developed uses.

An approximately 8.5-acre portion of the District Lands (the Assessment Area) is being developed as "Marina Pointe," a waterfront condominium community planned at buildout to consist of three condominium towers containing 347 residential condominium units, two parking garages, a marina, recreational walkway and other features. The "Marina Pointe Engineer's Report" dated February 20, 2020 (the "Engineer's Report") sets forth certain public infrastructure improvements, including without limitation a stormwater management system, seawall revetment, earthwork, roadways, water and wastewater utilities, hardscape/landscape/irrigation, recreational improvements, a security gate house, land acquisition, and professional fees and costs, to be undertaken in connection with the development of the Assessment Area (collectively the "2020 Project").

The Engineer's Report estimated the total cost to complete the entire 2020 Project to be approximately $9,417,703, as set forth in more detail below. See "APPENDIX C: ENGINEER'S REPORT" for more information regarding the 2020 Project.

Description	Estimated Cost	
Mobilization & Surveying	$ 146,324	
Erosion Control	29,220	
Earthwork	740,633	
Roadway	388,782	
Site Utilities	820,039	
Site Hardscape / Landscape / Irrigation	1,529,800	
Future Phase Infrastructure	159,898	
Revetment	4,653,260	
Guard Station	125,000	
Contingency	257,789	
Construction Management Fee	309,776	
Insurance	27,482	
Performance Bond Premium	 	229,700	
Total:	$9,417,703	

The net proceeds of the Series 2020 Bonds available to pay costs of the 2020 Project are expected to be approximately $9.4 million.* The Developers will enter into a completion agreement that will obligate the Developers to complete those portions of the 2020 Project not funded with proceeds of the Series 2020 Bonds. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the 2020 Project or the Construction of Homes within the Assessment Area" and "THE DEVELOPMENT – Land Acquisition and Finance Plan" herein for more information, including costs of vertical construction of the three condominium towers within the Assessment Area, which costs are not included in the 2020 Project.

* Preliminary, subject to change.

Land development associated with the Assessment Area [commenced / will commence] in the first quarter of 2020 and is expected to be completed by 	. See also "THE DEVELOPMENT – Development Plan and Building Construction" for more information on the development status of the Assessment Area and the status and timing of the construction the condominium towers within the Assessment Area.

The District Engineer has indicated that all permits necessary to develop the 2020 Project have been obtained or are expected to be obtained in the ordinary course. See "APPENDIX C: ENGINEER'S REPORT" for more information regarding the 2020 Project. In addition to the Engineer's Report, see "THE DEVELOPMENT – Development Approvals" for a more detailed description of the entitlement and permitting status of the Development and the Assessment Area.

A sketch showing the location of the Assessment Area with the District is set forth below. For renderings of the development plans for the Assessment Area, see "THE DEVELOPMENT – General" herein.

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ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS

PFM Financial Advisors LLC, Orlando, Florida (the "Methodology Consultant"), has prepared the Master Assessment Methodology Report dated February 10, 2020, as supplemented (collectively, the "Assessment Methodology"), included herein as APPENDIX D. The Assessment Methodology sets forth an overall method for allocating the Series 2020 Assessments to be levied against the lands within the Assessment Area benefited by the 2020 Project and collected by the District as a result thereof. Once the final terms of the Series 2020 Bonds are determined, the Assessment Methodology will be revised to reflect such final terms. Once levied and imposed, the Series 2020 Assessments are a first lien on the land against which assessed until paid or barred by operation of law, co-equal with other taxes and assessments levied by the District, including the operation and maintenance assessments, and other units of government. See "ENFORCEMENT OF ASSESSMENT COLLECTIONS" herein.

The Series 2020 Bonds are payable from and secured solely by the 2020 Trust Estate, which consists primarily of the revenues received by the District from the Series 2020 Assessments. The Series 2020 Assessments will initially be levied on [five platted condominium tracts which collectively contain approximately acres (the "Assessment Area") and, upon receipt of the first certificate of occupancy  issued in each condominium tower, will be allocated to individual units in accordance with the Assessment Methodology]. See "APPENDIX D: ASSESSMENT METHODOLOGY" hereto. Upon completion, the Assessment Area is planned to contain 347 residential condominium units in three towers. Upon final allocation of the Series 2020 Assessments to residential condominium units within the Assessment Area, the estimated Series 2020 Assessments levied to pay debt service on the Series 2020 Bonds, along with the total Series 2020 Bonds par amount allocated per unit, are expected to be as follows:

	Planned	Annual	Series 2020 Bonds	
Tower	Units	Series 2020 Assessment*	Total Par Per Unit*	

Tower 1	120	$1,850	$31,041	
Tower 2	116	$1,850	$31,041	
Tower 3	111	$1,850	$31,041	
* Preliminary, subject to change. Series 2020 Assessments collected via the Uniform Method will include a gross up to account for fees of the Property Appraiser and Tax Collector and the statutory early payment discount. [Developer contribution for commercial units.]

Each homeowner in the District will pay annual taxes, assessment and fees on an ongoing basis as a result of its ownership of property within the District, including local ad valorem property taxes, the maintenance and operating assessments to be levied by the District, and the master and condominium association assessments to be levied by such associations. The District also anticipates levying annual assessments to cover a portion of its operation and maintenance costs that will initially be approximately
$200 per unit annually. [The balance of the District's operation and maintenance costs are currently being subsidized by the Master Developer pursuant to a funding agreement with the District and will be subject to change.] The land within the District has been and is expected to continue to be subject to taxes and assessments imposed by taxing authorities other than the District. The total ad valorem millage rate in the District in 2019 was approximately 20.0302 mills. These taxes would be payable in addition to the Series 2020 Assessments and any other assessments levied by the District and other taxing authorities. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School District of Hillsborough County, Florida may each levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years taxes levied by these other entities could be substantially higher than in the current year. See "BONDOWNERS' RISKS" and "THE

DEVELOPMENT – Taxes, Fees and Assessments" for more information, including proposed associations' assessments.

The information appearing below under the captions "THE DEVELOPMENT" and "THE DEVELOPER" has been furnished by the Developer for inclusion in this Limited Offering Memorandum and, although believed to be reliable, such information has not been independently verified by Bond Counsel, the District or its counsel, or the Underwriter or its counsel, and no persons other than the Developer make any representation or warranty as to the accuracy or completeness of such information supplied by them. The following information is provided by the Developer as a means for the prospective bondholders to understand the anticipated development plan and risks associated with the Development. The Developer is not guaranteeing payment of the Series 2020 Bonds or the Series 2020 Assessments.

THE DEVELOPMENT

General

The District Lands encompass approximately 53 acres of land located within the City of Tampa, Florida, that are being developed as a mixed-use waterfront development under the name "Westshore Marina District" (the "Development"). The Development is generally located on the south side of West Gandy Boulevard and one block west of South Westshore Boulevard. The Development is approximately 15 minutes from downtown Tampa, the Tampa International Airport and downtown St. Petersburg and is near the Gandy Boulevard Bridge, which extends west into Pinellas County providing access to the City of Clearwater and the City of St. Petersburg and neighboring beaches. The Development is situated along approximately 1.5 miles of waterfront, green space, marina and open bay overlooking one of the largest yacht basins on Tampa Bay.

New Port Tampa Holdings, LLC, a Delaware limited liability company (the "Master Developer") is the master developer of the Development and is also constructing and marketing certain portions of the Development. See "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS" herein for more information regarding the Developer. Certain portions of the Development have been sold to third-party developers/builders, which include The Related Group, Lennar Homes and Bainbridge companies.

The Development is planned to include three residential towers, totaling 347 units, located on an approximately 8.5 acre peninsula within the District (the "Assessment Area"). The residential towers, marketed under the name Marina Pointe, will contain high-end condominiums and townhomes ranging from 1,840-square foot two-bedroom condominium units to 3,252-square foot four-bedroom penthouse units. Prices will range from approximately $900,000 to over $2 million for premium penthouse residences and townhomes. Homes within the Marina Pointe towers are intended to target the downsizing buyer seeking a "lock-and-leave" lifestyle, including to the secondary home buyers and also buyers seeking full- time primary residences. See "–Product Offerings" herein for more information.

Tower 1, which is planned for 120 units, is 38% presold, with deposits contracted totaling $15 million. See "–Marketing and Absorption" herein for more information on deposits contracted for and received. Construction on Tower 1 commenced in the first calendar quarter of 2020 and is expected to be completed in the first quarter of 2022. Towers 2 and 3, which are planned for 116 units and 110 units, respectively, will be constructed [following Tower 1]. See "–Development Plan and Building Construction Status" herein for more information.

In addition to the three residential towers in the Assessment Area, the Development also contains the following planned and developed components:

Marina Landings – an approximately 60,785-square foot town center, including retailers such as Duckweed Urban Grocery, Cru Cellars, Salon Color Bar, Crave Spa, Sand Surf Company, DRNK Coffee & Tea and QWENCH Juice Bar. This component is being developed by BTI Partners and is over 50% leased.

Paloma Waterfront Restaurant – a restaurant and lounge overlooking the marina, where residents can stroll in and enjoy meals on the water and boat owners can "dock and dine." The nautically inspired lounge on the first floor is complemented by a high-end restaurant on the second floor, providing water and marina views. [Describe status of development]

Inlet Park & Inlet Shore – approximately 155 luxury townhomes being developed by Lennar/WCI. Phase 1, Inlet Park, contains 35 units and is sold out. The balance of the units is scheduled to start vertical construction in [early 2020 and is experiencing strong pre-sales interest]. Units start at $500,000.

Town Westshore – 396 luxury multifamily units developed by The Related Group. This component is fully completed and approximately 80% occupied at an average rate of $2.15 per square foot.

Bainbridge at Westshore Marina – 351 luxury multifamily units developed by Bainbridge Companies. This component is fully completed and occupied at an average rate of $1.85 per square foot.

Set forth below and on the following page are depictions of the development plans for the Development and the Assessment Area:

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The Series 2020 Bonds are secured by the Series 2020 Assessments, which are levied only on the approximately [ acres of platted condominium tracts] in the Assessment Area, planned for 347 units in three condo towers. Other parts of the Development which are within the District but not within the Assessment Area, do not serve as security for the Series 2020 Bonds. The District does not anticipate issuing Bonds for any other part of the Development.

Assessment Area

The Series 2020 Bonds are secured by the Series 2020 Assessments levied on the approximately  [ _ acres of platted condominium tracts] in the Assessment Area. The Assessment Area is planned to contain three residential towers totaling 347 units. Tower 1, Tower 2 and Tower 3 are expected to contain 120 units, 116 units and 111 units, respectively.

Land Acquisition and Finance Plan

The Master Developer acquired the lands in the District on February 28, 2013 for approximately
$26 million. Since obtaining title, [the Predecessor Entity,] the Master Developer, and/or the Tower 1 Developer have collectively spent approximately $13 million on land development costs in the District, which includes approximately $8 million in the Assessment Area.

Land development costs associated with the Assessment Area are expected to be $9.3 million and the costs are expected to be funded by the Series 2020 Bonds. Costs not funded with bond proceeds will be paid for by the [Developers]. The [Developers] will enter into a completion agreement at closing on the Series 2020 Bonds to complete the 2020 Project to the extent the proceeds of the Series 2020 Bonds are insufficient therefor. See "APPENDIX C: ENGINEER'S REPORT" and "THE 2020 PROJECT" herein.

The expected costs to construct Tower 1 are approximately $134.8 million. Tower 1 will be constructed with a loan and the initial buyer deposits of approximately $15.5 million. The loan is being provided by DW Capital Partners in the aggregate amount of $111 million and has a maturity date of
 	, 2022.

[Costs / financing of Tower 2 and Tower 3?] See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the 2020 Project or the Construction of Homes within the Assessment Area" herein for more information.

Land Sales in The District

Parcel	Purchaser	Acres	Price	Close Date	Use	
Parcel 1	Related Group	8.5	$ 11,812,500	2/10/2017	Residential	
Parcel 2	Bainbridge	12.0	$ 13,200,000	9/19/2017	Residential	
Lot 4	Lennar	2.4	$ 2,500,000	5/26/2017	Residential	
Lot 1	Lennar	9.7	$ 12,022,500	6/8/2018	Residential	
Parcel 3A	D&G WMD. LLC	1.6	$ 2,425,000	12/16/2019	Restaurant	
	Total	34.2	$41,960,000		-	

Development Plan and Building Construction Status

Most of the costs to complete infrastructure construction to date have been funded by proceeds received from land sales. The status of infrastructure construction is as follows, with the Assessment Area [corresponding to / located within] "Phase 3/ 4" below:

Phases 3 and 4 of the infrastructures are in process. The marina mole pier was removed, and the infrastructure work will be executed as part of the Tower 1 construction.

The formal opening of the sales center for Marina Pointe occurred in January 2018. Construction on Tower 1 started in the first quarter of 2020, with completion expected in the first quarter of 2022. As of December 31, 2019, 46 units have been pre-sold, with aggregate contracted-for buyer deposits totaling approximately $15 million, which are expected to be paid pursuant to contracts that generally require a 10% deposit at contract, an additional 10% deposit at groundbreaking and a final 10% deposit at top off. The initial 10% deposits will be bonded to allow for use in funding construction costs. As of December 31, 2019, the [Tower 1 Developer] is holding approximately $5,200,000 million in escrow as a result of deposits received to date.

The expected construction schedule for the three towers is set forth below:

Marketing and Absorption

The Master Developer expects an average absorption of approximately four condominium units sold per month, commencing in the second quarter of 2020.

The sales contracts for the sale of units for Tower 1 that have a closing pending (the "Condo Contracts") are for units that, inclusive of options, have an average sales price of approximately $1,200,000 and typically require at least [10%] initial deposit with additional deposits due over time, prior to closing, which on average aggregate to approximately [30%] of the total purchase price of a unit. At closing, most prospective owners under the Condo Contracts are expected to pay cash or finance approximately [70%] of the purchase price of their units. The [Tower 1] Developer is actively working with a number of conventional mortgage lenders to ensure that conventional financing is available for qualified borrowers, including borrowers who are foreign nationals. As of December 31, 2019, the [Tower 1] Developer is holding approximately $5,200,000 million in escrow as a result of deposits received under the Condo Contracts.

Anticipated absorption as described herein is based upon estimates and assumptions made by the Master Developer that are inherently uncertain, though considered reasonable by the Master Developer, and are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of the Master Developer. As a result, there can be no assurance such absorption rate will occur or be realized in the time frame anticipated.

Product Offerings

The development program for the Assessment Area includes a total of 347 condominium units, with a split between two-, three- and four-bedroom units. The Master Developer plans to maintain flexibility with unit configuration to be able to react and respond to market demand.

The Tower 1 Developer's internal sales team began to convert reservations into contracts in August of 2018. [The target customers for units within the Assessment Area are mainly primary home local buyers.] Below is a summary of the types of units and price points for units within the Assessment Area. Units will range in size from approximately 1,840 square feet to approximately 3,431 square feet and starting price points will range from approximately $900,000 to over $2,700,000.

Residential:	BR	BA	Squate Footage	Sale $/U	
Aspire	2	2.5	1,840	$966,268	
Ballard	2	3	1,916	$1,172,219	
Cascade	3	2.5	2,055	$1,288,587	
Dauphin	3	3	2,441	$1,435,143	
Earhart - 1	4	3.5	3,057	$1,930,810	
Earhart-2	4	3.5	3,197	$1,954,279	
Townhome	4	4.5	2,957	$1,597,553	
PH	4	4.5	3,252	$2,699,258	

Development Approvals

All necessary plans, permits, and approvals have been secured or are expected to be approved in the near term to allow the Master Developer and the Tower Developers to proceed with development of the Assessment Area and deliver completed units to end users.

The Development is zoned as mixed-use Planned Development (Alternative) (PD-A), allowing for residential, commercial and recreational uses. Entitlements within the Development are distributed through the approval of Incremental Site Plans. An Incremental Site Plan for the Assessment Area has been approved allowing for [336] residential units. All traffic concurrency is vested and required offsite improvements have been completed. [Status of permits.] [The site plan for the Assessment Area has been approved for development and mass grading.]

It is the opinion of Ardurra Engineering, the District Engineer, that there are no technical reasons existing which would prohibit the implementation of the plans for the Assessment Area and the 2020 Project and that all permits not already issued which are necessary to effect the improvements constituting the 2020 Project, will be obtained during the ordinary course of development. See "APPENDIX C: ENGINEER'S REPORT" hereto for more information.]

Utilities

Water and sewer services for the Development will be provided by the City. The Master Developer has represented that adequate capacity from the City's water and sewer system to serve the Development is available. Electricity and natural gas will be provided by the Tampa Electric Company, an investor-owned utility. Cable service will be provided by Spectrum.

Environmental

The Master Developer received a Phase 1 Environmental Site Assessment of the lands in the District, including without limitation the Assessment Area, on January 20, 2020 (the "ESA"). The ESA revealed no recognized environmental conditions associated with the site. See "BONDOWNERS' RISK – Regulatory and Environmental Risks" herein for more information regarding potential environmental risks.

Taxes, Fees and Assessments

As set forth in the Assessment Methodology, the Series 2020 Assessments are initially being levied on [five platted condominium tracts which collectively contain approximately acres (the "Assessment Area") and, upon receipt of the first certificate of occupancy issued in each condominium tower, will be allocated to individual units in accordance with the Assessment Methodology]. See "ASSESSMENT

METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" herein and "APPENDIX D:
ASSESSMENT METHODOLOGY" hereto. Upon final allocation of the Series 2020 Assessments to residential condominium units within the Assessment Area, the estimated Series 2020 Assessments levied to pay debt service on the Series 2020 Bonds, along with the total Series 2020 Bonds par amount allocated per unit, are expected to be as follows:

	Planned	Annual	Series 2020 Bonds	
Tower	Units	Series 2020 Assessment*	Total Par Per Unit*	

Tower 1	120	$1,850	$31,041	
Tower 2	116	$1,850	$31,041	
Tower 3	111	$1,850	$31,041	
* Preliminary, subject to change. Series 2020 Assessments collected via the Uniform Method include a gross up to account for fees of the Property Appraiser and Tax Collector and the statutory early payment discount. [Developer contribution for commercial units.]

The District also anticipates levying annual assessments to cover a portion of its operation and maintenance costs that will initially be approximately $200 per unit annually. [The balance of the District's operation and maintenance costs are currently being subsidized by the Master Developer pursuant to a funding agreement with the District and will be subject to change.] In addition, owners of units within the Assessment Area will be required to pay approximately $0.58 per square foot per month in monthly aggregate assessments to the Master Association and Condominium Association for maintenance of certain common areas and maintenance of any elements subject to maintenance and repair by each individual condominium Building (collectively, the "HOA Fees"), which amounts are subject to change.

The land within the District has been and is expected to continue to also be subject to taxes and assessments imposed by taxing authorities other than the District. The total millage rate in the District is currently approximately 20.0302 mills. These taxes would be payable in addition to the Series 2020 Assessments and any other assessments levied by the District or other governmental entities with assessment and/or taxing powers, and such amounts are subject to change. In addition, exclusive of voter approved millages levied for general obligation bonds, as to which no limit applies, the City, the County and the School District of Hillsborough County, Florida each may levy ad valorem taxes upon the land in the District. The District has no control over the level of ad valorem taxes and/or special assessments levied by other taxing authorities. It is possible that in future years, taxes levied by these other entities could be substantially higher than in the current year. An average unit within the Development that is sold for
$1,200,000, which is not subject to a homestead exemption, is expected to pay annual ad-valorem taxes of approximately $24,400, which amount is also subject to change.

Competition

The Master Developer believes that there are three primary submarkets of interest to Marina Pointe, which include St. Petersburg, South Bayshore and Channelside/Downtown Tampa. Within these submarkets, there has been an abundance of new construction recently to meet demand for luxury condominium products. The Master Developer believes that the properties described below are the most comparable to the development in Marina Pointe and provide the greatest competition.

This section does not purport to summarize all of the existing or planned communities in the area of the Assessment Area, but rather provide a description of those that the Master Developer feels pose primary competition to the Development.

Developer Agreements

As previously noted, the [Developers] will enter into a completion agreement that will obligate the Developers to complete any portions of the 2020 Project not funded with proceeds of the Series 2020 Bonds.

In addition, the [Developers] will execute and deliver to the District a Collateral Assignment and Assumption of Development Rights (the "Collateral Assignment"), pursuant to which the Developers will collaterally assign to the District, to the extent assignable and to the extent that they are solely owned or controlled by the Developer, development rights relating the 2020 Project and the development of the Assessment Area. Notwithstanding such Collateral Assignment, in the event the District forecloses on the lands subject to the Series 2020 Assessments as a result of the Developers' or subsequent landowners' failure to pay such assessments, there is a risk that the District will not have all permits and entitlements necessary to complete the 2020 Project or the development of the Assessment Area.

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

Such obligations of the [Developers] are unsecured obligations, and the Developers is special- purpose entities whose assets consist primarily of their respective interests in the Assessment Area. See "BONDOWNERS' RISKS – Insufficient Resources or Other Factors Causing Failure to Complete the 2020 Project or the Construction of Homes within the Assessment Area" and "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS" herein for more information regarding the Developers.

THE MASTER DEVELOPER AND THE TOWER DEVELOPERS

The Master Developer

New Port Tampa Holdings, LLC, a Delaware limited liability company (the "Master Developer"), is the master developer and primary owner of development rights associated with the Development. Ninety- five percent (95%) of the membership interests in the Master Developer is owned by WCP New Port Tampa Bond Holdings, LLC, of which over ninety-four percent (94%) is owned, through various other entities, by a number of limited partnerships (the "LPs"). The investment manager of the LPs, which has the authority and power to make investment decisions for the LPs, is Westport Capital Partners LLC ("Westport"). The remaining five percent (5%) of membership interest in the Master Developer is owned by BTI New Port Tampa Operator, LLC ("BTI Operator"). The membership interests in BTI Operator are owned indirectly or directly by various entities that are 100% percent owned by the principals of BTI Partners ("BTI").

The Managing Member of the Master Developer, which is responsible for managing its day-to-day affairs, is an entity that is owned 100% by one of the LP's for which Westport acts as investment manager. However, BTI and the principals of BTI are actively engaged in the development of the Development and are generally responsible for the execution of project development and management on the ground.

BTI is a Florida-based real estate development and investment firm. With project participation as landowners, developers, asset managers and principal investors, the company and its institutional partners have assembled a portfolio comprising of approximately 8,000 acres of land, more than 17,500 units/lots, and over 2 million square feet of commercial and retail development. BTI is comprised of an experienced team of development veterans. Key individuals of BTI include:

Noah Breakstone (Managing Partner): As CEO of BTI, Noah Breakstone provides the overall strategic direction and leadership for BTI's diversified real estate portfolio. He brings over 30 years of real estate finance, construction and development experience to the table with over $3.5 billion in transactions for single family, multifamily, condominiums, master-planned communities, mixed-use developments and large-scale land tracts. Noah has been recognized nationally and regionally with some of the industry's highest honors, including Florida's Best Builder and Builder of the Year by the Builders Association of South Florida (BASF); honored as America's Best Builder by the National Association of Home Builders (NAHB); and has been inducted into the Builders' Hall of Fame.

Kevin Mays (Chief Operations Officer ): As Chief Operating Officer of BTI, Kevin Mays leads the integration of the firm's real estate development efforts throughout Florida. He is a Florida state licensed general contractor and real estate broker with 30 years of experience in all aspects of acquisition, diligence, land entitlement, horizontal and vertical development, and construction.

Westport is a real estate investment firm specializing in the opportunistic, distressed and core plus real estate arenas. Westport provides domestic and international investment opportunities to institutional and private clients. Through its various funds, the firm invests in a wide variety of distressed, opportunistic and core plus real estate assets. The firm has offices in Wilton, Connecticut, Los Angeles, California, Bozeman, Montana and London, UK.

Tower Developers

[It is expected that, prior to issuance of the Series 2020 Bonds, the Master Developer will transfer the ownership and development rights associated with each of the Towers to an affiliated, special-purpose entity that will construct such Tower (collectively, the "Tower Developers"). The Tower Developers and the Master Developer are collectively referred to herein as the "Developers."]

Neither the LPs, Westport, the BTI Operator, BTI, nor any of the other individuals or entities referenced above are guaranteeing payment of the Series 2020 Bonds or the Series 2020 Assessments. None of the entities listed herein, other than the [Developers], has entered into any agreements in connection with the issuance of the Series 2020 Bonds.

TAX MATTERS

Opinion of Bond Counsel

In the opinion of Bond Counsel, the proposed form of which is included as APPENDIX B hereto, the interest on the Series 2020 Bonds is, under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), excludable from federal gross income and is not a specific preference item for purposes of the federal alternative minimum tax under existing statutes, regulations, published rulings and court decisions. Such opinion assumes compliance by the District with the tax covenants set forth in the Indenture and the accuracy of certain representations included in the closing transcript for the Series 2020 Bonds. Failure by the District to comply subsequent to the issuance of the Series 2020 Bonds with certain requirements of the Code, regarding the use, expenditure and investment of bond proceeds and the timely payment of certain investment earnings to the Treasury of the United States, may cause interest on the Series 2020 Bonds to become includable in gross income for federal income tax purposes retroactive to their date of issue. The District has covenanted in the Indenture to comply with all provisions of the Code necessary to, among other things, maintain the exclusion from gross income of interest on the Series 2020 Bonds for purposes of federal income taxation. In rendering this opinion, Bond Counsel has assumed continuing compliance with such covenant.

Collateral Tax Consequences

Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of, the Series 2020 Bonds. Prospective purchasers of the Series 2020 Bonds should be aware that the ownership of the Series 2020 Bonds may result in collateral federal tax consequences.

PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2020 BONDS, AS THE CASE MAY BE, AND THE RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX CONSEQUENCES FOR CERTAIN BONDHOLDERS, INCLUDING, BUT NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.

Other Tax Matters

Bond Counsel is further of the opinion that the Series 2020 Bonds and interest thereon are not subject to taxation under the laws of the State of Florida except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes. Interest on the Series 2020 Bonds may be subject to state or local income taxation under applicable state or local laws in other jurisdictions. Purchasers of the Series 2020 Bonds

should consult their tax advisors as to the income tax status of interest on the Series 2020 Bonds in their particular state or local jurisdictions.

During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2020 Bonds. In some cases these proposals have contained provisions that altered these consequences on a retroactive basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the Series 2020 Bonds. From time to time, legislative proposals are pending which could have an effect on both the federal tax consequences resulting from ownership of the Series 2020 Bonds and their market value. No assurance can be given that additional legislative proposals will not be introduced or enacted that would or might apply to, or have an adverse effect upon, the Series 2020 Bonds.

[Original Issue Discount]

[Bond Counsel is further of the opinion that the difference between the principal amount of the Series 2020 Bonds maturing on November 1, _____ and November 1,	(collectively, the "Discount
Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount  of such Discount Bonds of the same maturity was sold constitutes original issue discount which is excluded from gross income for federal income tax purposes to the same extent as interest on the Series 2020 Bonds. Further, such original issue  discount accrues actuarially on a constant interest rate basis  over the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued original issue discount. The accrual of original issue discount may be taken into account as an increase in the amount   of tax-exempt income for purposes of determining various other tax consequences of owning the  Discount Bonds, even though there will not be a corresponding cash payment. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds which are not purchased in the initial offering at the initial offering price  may be determined according  to rules which differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount Bonds.]

AGREEMENT BY THE STATE

Under the Act, the State of Florida pledges to the holders of any bonds issued thereunder, including the Series 2020 Bonds, that it will not limit or alter the rights of the District to own, acquire, construct, reconstruct, improve, maintain, operate or furnish the projects subject to the Act or to levy and collect taxes, assessments, rentals, rates, fees, and other charges provided for in the Act and to fulfill the terms of any agreement made with the holders of such bonds and that it will not in any way impair the rights or remedies of such holders.

LEGALITY FOR INVESTMENT

The Act provides that the Series 2020 Bonds are legal investments for savings banks, banks, trust companies, insurance companies, executors, administrators, trustees, guardians, and other fiduciaries, and for any board, body, agency, instrumentality, county, municipality or other political subdivision of the State of Florida, and constitute securities which may be deposited by banks or trust companies as security for deposits of state, county, municipal or other public funds, or by insurance companies as required or voluntary statutory deposits.

SUITABILITY FOR INVESTMENT

In accordance with applicable provisions of Florida law, the Series 2020 Bonds may initially be sold by the District only to "accredited investors" within the meaning of Chapter 517, Florida Statutes and the rules promulgated thereunder. The limitation of the initial offering to "accredited investors" does not denote restrictions on transfer in any secondary market for the Series 2020 Bonds. Investment in the Series 2020 Bonds poses certain economic risks. No dealer, broker, salesperson or other person has been authorized by the District or the Underwriter to give any information or make any representations, other than those contained in this Limited Offering Memorandum.

ENFORCEABILITY OF REMEDIES

The remedies available to the Owners of the Series 2020 Bonds upon an event of default under the Indenture are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including the federal bankruptcy code, the remedies specified by the Indenture and the Series 2020 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2020 Bonds will be qualified as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.

LITIGATION

The District

There is no litigation of any nature now pending or, to the knowledge of the District threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Series 2020 Bonds, or in any way contesting or affecting (i) the validity of the Series 2020 Bonds or any proceedings of the District taken with respect to the issuance or sale thereof, (ii) the pledge or application of any moneys or security provided for the payment of the Series 2020 Bonds, (iii) the existence or powers of the District or (iv) the validity of the Assessment Proceedings.

The Developers

The Developers have represented that there is no litigation of any nature now pending or, to the knowledge of the Developers, threatened, which could reasonably be expected to have a material and adverse effect upon the ability of the Developers to complete the development of the Assessment Area or to complete the 2020 Project as described herein, or materially and adversely affect the ability of the Developers to pay the Series 2020 Assessments imposed against the land by them within the District, or to otherwise perform their various obligations described in this Limited Offering Memorandum.

CONTINGENT FEES

The District has retained Bond Counsel, District Counsel, the District Engineer, the Methodology Consultant, the Underwriter (who has retained Underwriter's Counsel) and the Trustee (which has retained Trustee's counsel), with respect to the authorization, sale, execution and delivery of the Series 2020 Bonds. Except for the payment of certain fees to District Counsel, the District Engineer and the Methodology Consultant, the payment of fees of the other professionals is each contingent upon the issuance of the Series 2020 Bonds.

NO RATING

No application for a rating for the Series 2020 Bonds has been made to any rating agency, nor is there any reason to believe that an investment grade rating for the Series 2020 Bonds would have been obtained if application had been made.

EXPERTS

The Engineer's Report included in APPENDIX C to this Limited Offering Memorandum has been prepared by Ardurra Group, Inc., Tampa, Florida, the District Engineer. APPENDIX C should be read in its entirety for complete information with respect to the subjects discussed therein. PFM Financial Advisors, LLC, as Methodology Consultant, has prepared the Assessment Methodology set forth as APPENDIX D hereto. APPENDIX D should be read in its entirety for complete information with respect to the subjects discussed therein. As a condition to closing on the Series 2020 Bonds, both the District Engineer and the Methodology Consultant will consent to the inclusion of their reports in this Limited Offering Memorandum.

FINANCIAL INFORMATION

This District will covenant in the Disclosure Agreement, the proposed form of which is set forth in APPENDIX F hereto, to provide its annual audited financial statements to certain information repositories as described in APPENDIX F, commencing with the audit for the District fiscal year [ended September 30, 2019]. Attached hereto as APPENDIX E is a copy of the District's audited financial statements for the District's fiscal years ended September 30, 2017 and September 30, 2018, as well as the District's unaudited monthly financial statements for the period ended [December 31, 2019]. Two years of audited financial statements have been included as required by Florida Administrative Rule 69W-400.003(h) due to the District's previous default on the payment of principal and interest on its Prior Bonds. See "THE DISTRICT
– Prior Bonds and Bond Defaults" for more information regarding such defaults. Such financial statements, including the auditor's report included within the audited financial statements, have been included in this Limited Offering Memorandum as public documents and consent from the auditor was not requested. Further, the auditors have not performed any services related to, and therefore are not associated with, the preparation of this Limited Offering Memorandum. The Series 200 Bonds are not general obligation bonds of the District and are payable solely from the 2020 Trust Estate.

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

DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS

Section 517.051, Florida Statutes, and the regulations promulgated thereunder requires that the District make a full and fair disclosure of any bonds or other debt obligations that it has issued or guaranteed and that are or have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which it has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private business). The District is not and has never been in default as to principal and interest on its bonds or other debt obligations.

CONTINUING DISCLOSURE

The District and the [Developers] will enter into the Continuing Disclosure Agreement (the "Disclosure Agreement") in the proposed form of APPENDIX F, for the benefit of the Series 2020 Bondholders (including owners of beneficial interests in such Series 2020 Bonds), to provide certain financial information and operating data relating to the District and the Assessment Area by certain dates prescribed in the Disclosure Agreement (the "Reports") with the MSRB through the MSRB's EMMA system. The specific nature of the information to be contained in the Reports is set forth in "APPENDIX F: PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Under certain circumstances, the failure of the District or the [Developers] to comply with their respective obligations under the Disclosure Agreement constitutes an event of default thereunder. Such a default will not constitute an event of default under the Indenture, but such event of default under the Disclosure Agreement would allow the Series 2020 Bondholders (including owners of beneficial interests in such Series 2020 Bonds) to bring an action for specific performance.

The District has previously entered into a continuing disclosure undertaking pursuant to Rule 15c2- 12, promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"), with respect to its Prior Bonds. [UNDER REVIEW: A review of filings made pursuant to such prior undertaking indicates that certain filings required to be made by the District were not timely filed and that notice of such late filings was not provided.] The District will appoint 	to serve as the dissemination agent under the Disclosure Agreement. The District fully anticipates satisfying all future disclosure obligations required pursuant to its continuing disclosure undertakings and the Rule.

The Developers [have not] previously entered into any continuing disclosure obligations pursuant to the Rule. The Developers fully anticipate satisfying all disclosure obligations required pursuant to the Disclosure Agreement and the Rule.

UNDERWRITING

FMSbonds, Inc. (the "Underwriter") has agreed, pursuant to a contract with the District, subject to certain conditions, to purchase the Series 2020 Bonds from the District at a purchase price of $ 		 (representing the par amount of the Series 2020 Bonds less [original issue discount of $ 	and] an Underwriter's  discount of $ 	). The Underwriter's obligations are subject to certain conditions precedent and the Underwriter will be obligated to purchase all of the Series 2020 Bonds if any are purchased.

The Underwriter intends to offer the Series 2020 Bonds to accredited investors at the offering prices set forth on the cover page of this Limited Offering Memorandum, which may subsequently change without prior notice. The Series 2020 Bonds may be offered and sold to certain dealers, banks and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.

VALIDATION

Bonds issued pursuant to the terms of the Master Indenture have been validated by a judgment of the Circuit Court of the Thirteenth Judicial Circuit Court of Florida in and for Hillsborough County, Florida, rendered on November 22, 2005. The period of time during which an appeal can be taken from such judgment has expired without an appeal having been taken.

LEGAL MATTERS

Certain legal matters related to the authorization, sale and delivery of the Series 2020 Bonds are subject to the approval of Akerman LLP, Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel Straley Robin Vericker P.A., Tampa, Florida, for the Developers by their counsel, Hopping Green & Sams P.A., Tallahassee, Florida, and for the Underwriter by its counsel, GrayRobinson, P.A., Tampa, Florida.

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

[Remainder of page intentionally left blank.]

AUTHORIZATION AND APPROVAL

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

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

By:	 Chairperson, Board of Supervisors

APPENDIX A

COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE

A-1

APPENDIX B

PROPOSED FORM OF OPINION OF BOND COUNSEL

B-1

APPENDIX C ENGINEER'S REPORT

APPENDIX D ASSESSMENT METHODOLOGY

APPENDIX E

DISTRICT'S FINANCIAL STATEMENTS

E-1

APPENDIX F PROPOSED FORM OF
CONTINUING DISCLOSURE AGREEMENT

F-1

New Port Tampa Bay Community Development District

Bond Purchase Contract

DRAFT-1
GrayRobinson, P.A. February 13, 2020

$ 	
NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT (CITY OF TAMPA, FLORIDA)
SPECIAL ASSESSMENT BONDS, SERIES 2020

BOND PURCHASE CONTRACT

 	, 2020

Board of Supervisors
New Port - Tampa Bay Community Development District Tampa, Florida

Dear Ladies and Gentlemen:

FMSbonds, Inc. (the "Underwriter") offers to enter into this Bond Purchase Contract (the "Purchase Contract") with the New Port - Tampa Bay Community Development District (the "District"). The District is located entirely within the incorporated municipal boundaries of the City of Tampa, Florida (the "City"), located in Hillsborough County, Florida (the "County"). This offer of the Underwriter shall, unless accepted by the District, acting through its Board of Supervisors (the "Board"), expire at [10:00 P.M.] prevailing time within the jurisdiction of the District on the date hereof, unless previously withdrawn or extended in writing by the Underwriter. This Purchase Contract shall be binding upon the District and the Underwriter upon execution and delivery. Any capitalized word not defined herein shall have the meaning ascribed thereto in the Preliminary Limited Offering Memorandum (hereinafter defined). In conformance with Section 218.385, Florida Statutes, as amended, the Underwriter hereby delivers to the District the Disclosure and Truth-In-Bonding Statements attached hereto as Exhibit A.

Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the District and the District hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of  its $ 	aggregate principal amount of New Port - Tampa Bay Community Development Special Assessment Bonds, Series 2020 (the "Bonds"). The Bonds shall be dated their date of delivery and shall mature on the dates, shall bear interest at the rates, and shall be subject to redemption prior to maturity, all as provided in Exhibit B attached hereto. The purchase price  for the  Bonds shall  be $ 			(representing the $_	aggregate principal amount of the Bonds, [plus/less net original issue premium/discount of $ 		 and]  less an underwriter's discount of $ 		) (such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery being hereinafter referred to as the "Closing").

The Bonds. The Bonds are to be issued by the District, a local unit of special- purpose government of the State of Florida (the "State") created pursuant to the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, any successor statute thereto, the Florida Constitution, and other applicable provisions of law (the

"Act"), by Ordinance No. 2005-233 enacted by the City of Tampa, Florida (the "City") on August 25, 2005, as supplemented by Ordinance Nos. 2006-322 and 2009-63 by the City on December 21, 2006 and April 16, 2009, respectively (collectively, the "Ordinance"). The Bonds are being issued pursuant to the Act and secured pursuant to the provisions of a Master Trust Indenture dated as of February 1, 2006 (the "Master Indenture"), as supplemented by a Second Supplemental Trust Indenture dated as of April 1, 2020 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each by and between the District and U.S. Bank National Association, as trustee (the "Trustee"), and Resolution Nos. 2005-16 and 2020-  , adopted by   the Board on September 14, 2005 and February 20, 2020, respectively (collectively, the "Bond Resolution"). The Series 2020 Assessments, the revenues of which comprise the 2020 Pledged Revenues for the Bonds, have been levied by the District on those lands within the District specially benefited by the 2020 Project pursuant to the Assessment Proceedings (as such terms are defined in the Second Supplemental Indenture).

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

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

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

The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied

and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:

the close of the fifth (5th) business day after the sale date; or
the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

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

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

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

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

Use of Documents. Prior to the date hereof, the District has caused to be prepared and provided to the Underwriter its Preliminary Limited Offering Memorandum dated 	, 2020 (such Preliminary Limited Offering Memorandum, including the cover pages and all appendices thereto and any amendments and supplements thereto that may be authorized by the District for use with respect to the Bonds, being herein collectively called the "Preliminary Limited Offering Memorandum"), relating to the Bonds, which the District has deemed final as of its date,

except for certain permitted omissions (the "permitted omissions"), as contemplated by Rule 15c2- 12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule") in connection with the limited offering of the Bonds. The Underwriter has reviewed the Preliminary Limited Offering Memorandum prior to the execution of this Purchase Contract. The District has, prior to the date hereof, authorized the Underwriter to circulate and use the Preliminary Limited Offering Memorandum in connection with the limited offering of the Bonds. The District, at its expense, shall deliver or cause to be delivered to the Underwriter, within seven (7) business days after the date hereof but not later than three (3) days prior to the Closing Date (as defined below) and in sufficient time to allow the Underwriter to comply with all of the requirements of the Rule and all applicable securities laws and the rules of the Municipal Securities Rulemaking Board (the "MSRB"), a final Limited Offering Memorandum dated 	, 2020 (such Limited Offering Memorandum, including the cover pages and all appendices thereto and any amendments and supplements thereto that may be authorized by the District for use with respect to the Bonds, being herein collectively called the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"). The District hereby ratifies and approves the circulation and use of the Limited Offering Memoranda by the Underwriter.

Definitions. For purposes hereof, (a) this Purchase Contract, the Bonds, the Indenture, the Continuing Disclosure Agreement to be dated as of the Closing Date, among the District, [New Port Tampa Holdings, LLC, a Delaware limited liability company (the "Master Developer" and, together with the Tower Developers (as defined in the Limited Offering Memoranda), the "Developers")], and District Management Services, LLC, as dissemination agent (the "Dissemination Agent"), in substantially the form attached to the Preliminary Limited Offering Memorandum as APPENDIX F thereto (the "Disclosure Agreement"), and the DTC Blanket Issuer Letter of Representations entered into by the District, are referred to herein collectively as the "Financing Documents," and (b) the Funding and Completion Agreement by and between the District and the Developers dated as of the Closing Date (the "Completion Agreement"), the Agreement to Convey or Dedicate by and between the District and the Developers dated as of the Closing Date (the "Conveyance Agreement"), the Collateral Assignment and Assumption of Development Rights by and between the District and the Developers dated as of the Closing Date and in recordable form (the "Collateral Assignment") relating to the 2020 Project, and the True-Up Agreement (Series 2020 Assessments) between the District and the Developers dated as of the Closing Date in recordable form (the "True-Up Agreement") are collectively referred to herein as the "Ancillary Agreements."

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

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

The District has full legal right, power and authority to: (i) adopt the Bond Resolution and the Assessment Proceedings; (ii) enter into the Financing Documents and Ancillary Agreements to which it is a party; (iii) sell, issue and deliver the Bonds to the Underwriter as provided herein; (iv) apply the proceeds of the sale of the Bonds for the

purposes described in the Limited Offering Memoranda; (v) acknowledge and authorize the use of the Preliminary Limited Offering Memorandum and the use and execution of the Limited Offering Memorandum; and (vi) carry out and consummate the transactions contemplated by the Bond Resolution, the Assessment Proceedings, the Financing Documents, the Ancillary Agreements, and the Limited Offering Memoranda, including without limitation entering into the Property Appraiser and Tax Collector Agreement to provide for the collection of the Series 2020 Assessments using the Uniform Method of collection in accordance with the Indenture. The District has complied, and on the Closing Date will be in compliance in all material respects, with the terms of the Act and with the obligations on its part contained in the Bond Resolution, the Assessment Proceedings, the Financing Documents, the Ancillary Agreements to which it is a party and the Bonds;

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

The District is not in material breach of or material default under any applicable provision of the Act or any applicable constitutional provision or statute or, to the best of its knowledge, administrative regulation of the State or the United States of America or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement, or other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of its knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or material event of default under any such instrument; and the execution and delivery of the Bonds, the Financing

Documents, the Ancillary Agreements to which it is a party and the Limited Offering Memorandum, the delivery of the Preliminary Limited Offering Memorandum, and the adoption of the Bond Resolution and the Assessment Proceedings, and compliance with the provisions on the District's part contained therein, will not conflict with or constitute a material breach of or material default under any applicable constitutional provision or law or, to the best of its knowledge, any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption, use or compliance result in the creation or imposition of any lien, charge, or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as provided by the Assessment Proceedings, the Bonds and the Indenture. To the best of its knowledge, no event has occurred which, with the lapse of time or the giving of notice, or both, would constitute an event of default (as therein defined) under the Bonds, the Financing Documents or the Ancillary Agreements to which the District is a party;

All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matters which (i) are required for the due authorization by the District, or (ii) would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the District, of its obligations to issue the Bonds, or under the Bonds, the Bond Resolution, the Assessment Proceedings, Financing Documents or the Ancillary Agreements have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds;

The descriptions of the Bonds, the Financing Documents, the Ancillary Agreements to which the District is a party and the 2020 Project to the extent referred to in the Limited Offering Memoranda, conform in all material respects to the Bonds, the Financing Documents, such Ancillary Agreements and the 2020 Project, respectively;

The Bonds, when issued, executed and delivered in accordance with the Indenture and when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Purchase Contract, will be validly issued and outstanding obligations of the District, entitled to the benefits of the Indenture, and upon such issuance, execution and delivery of the Bonds, the Indenture will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of the 2020 Trust Estate. On the Closing Date, all conditions precedent to the issuance of the Bonds set forth in the Indenture will have been complied with or fulfilled;

There is no claim, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to its best knowledge, threatened against the District: (i) contesting the corporate existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (ii) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the application of the proceeds of the sale thereof for the purposes described

in the Limited Offering Memoranda or the collection of Series 2020 Assessments or the pledge of the 2020 Trust Estate, pursuant to the Indenture; (iii) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District in any respect relating to the authorization for the issuance of the Bonds, or the authorization of the 2020 Project, the Bond Resolution, the Assessment Proceedings, the Financing Documents and the Ancillary Agreements to which the District is a party, or the application of the proceeds of the Bonds for the purposes set forth in the Limited Offering Memoranda; (iv) contesting the federal tax status of the Bonds; or (v) contesting the completeness or accuracy of the Limited Offering Memoranda or any supplement or amendment thereto;

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

As of its date (unless an event occurs of the nature described in paragraph
(1) of this Section 6) and at all times subsequent thereto, up to and including the Closing Date, the statements and information contained in the Preliminary Limited Offering Memorandum (other than "Permitted Omissions") and in the Limited Offering Memorandum are and will be accurate in all material respects for the purposes for which their use is authorized and do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memoranda under the captions "DESCRIPTION OF THE SERIES 2020 BONDS – Book- Entry System," "THE DEVELOPMENT," "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The Developers" and "UNDERWRITING";

If the Limited Offering Memorandum is supplemented or amended pursuant to subsection (1) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the Limited Offering Memorandum as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation is made concerning information contained in the Limited Offering Memorandum under the captions "DESCRIPTION OF THE SERIES 2020 BONDS – Book-Entry System," "THE DEVELOPMENT," "THE MASTER

DEVELOPER AND THE TOWER DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT," "LITIGATION – The Developers" and "UNDERWRITING";

If between the date of this Purchase Contract and the earlier of (i) ninety
(90) days from the end of the "Underwriting Period" as defined in Rule 15c2-12, or (ii) the time when the Limited Offering Memorandum is available to any person from the MSRB's Electronic Municipal Market Access system (but in no event less than twenty-five (25) days following the end of the Underwriting Period), any event shall occur, of which the District has actual knowledge, which might or would cause the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall notify the Underwriter thereof, and, if in the opinion of the Underwriter such event requires the preparation and publication of a supplement or amendment to the Limited Offering Memorandum, the District will at its expense supplement or amend the Limited Offering Memorandum in a form and in a manner approved by the Underwriter. The end of the Underwriting Period shall be the next business day after the Closing Date;

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

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

Except as disclosed in the Limited Offering Memoranda, the District has never failed to materially comply with any continuing disclosure obligations entered into by the District pursuant to the Rule;

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

From the date of this Purchase Contract through the Closing Date, the District will not issue any bonds (other than the Bonds), notes or other obligations payable from the 2020 Pledged Revenues.

Closing. At 10:00 a.m. prevailing time on 	, 2020 (the "Closing Date") or at such later time as may be mutually agreed upon by the District and the Underwriter, the

District will deliver or cause to be delivered to the Underwriter the Bonds in definitive book-entry- only form, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof, in federal or other immediately available funds to the order of the District. Delivery of the Bonds as aforesaid shall be made pursuant to the FAST system of delivery of The Depository Trust Company, New York, New York, or at such other place as may be mutually agreed upon by the District and the Underwriter. The Bonds shall be typewritten, shall be prepared and delivered as fully registered bonds in book-entry-only form, with one bond for each maturity, registered in the name of Cede & Co. and shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection and packaging, unless otherwise agreed by the District and the Underwriter.

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

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

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

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

The Limited Offering Memorandum and each supplement or amendment, if any, thereto, executed on behalf of the District by the Chairperson of the Board or such other authorized member of the Board;

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

An executed copy of each of the Financing Documents and the Ancillary Agreements in form and substance acceptable to the Underwriter and its counsel;

The opinion, dated as of the Closing Date and addressed to the District, of Akerman LLP, Bond Counsel, in the form included in the Preliminary Limited Offering Memorandum as APPENDIX B, together with a letter of such counsel, dated as of the Closing Date and addressed to the Underwriter and the Trustee, to the effect that the foregoing opinion addressed to the District may be relied upon by the Underwriter and the Trustee to the same extent as if such opinion were addressed to them;

The supplemental opinion, dated as of the Closing Date and addressed to the District and the Underwriter, of Akerman LLP, Bond Counsel, substantially in the form annexed as Exhibit C hereto;

The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter, of Straley Robin Vericker P.A., counsel to the District, substantially in the form annexed as Exhibit D hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;

The opinion, dated as of the Closing Date and addressed to the District, the Trustee and the Underwriter of Hopping Green & Sams P.A., counsel to the Developers, substantially in the form annexed as Exhibit E hereto or in form and substance otherwise acceptable to the Underwriter and its counsel;

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

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

Certificates of the Developers dated as of the Closing in substantially the form annexed as Exhibit F hereto, or in such form and substance otherwise acceptable to the Underwriter and its counsel;

A copy of the Ordinance;

A certificate, dated as of the Closing Date, signed by the Chairperson or Vice-Chairperson and the Secretary or an Assistant Secretary of the Board, setting forth that: (i) each of the representations of the District contained herein was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if made on such date; (ii) the District has performed all obligations to be performed hereunder as of the Closing Date; (iii) except as may be disclosed in the Limited Offering

Memoranda, the District has never been in default as to principal or interest with respect to any obligation issued or guaranteed by the District; (iv) the District agrees to take all reasonable action necessary to use the Uniform Method as the means of collecting the Series 2020 Assessments as described in the Indenture; and (v) the Limited Offering Memoranda (other than the information under the captions "DESCRIPTION OF THE SERIES 2020 BONDS – Book-Entry System," "THE DEVELOPMENT," "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS," "TAX MATTERS," "SUITABILITY FOR INVESTMENT,"
"LITIGATION – The Developers" and "UNDERWRITING," as to which no view need be expressed) as of its date, and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Limited Offering Memoranda is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading;

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

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

Executed copies of the District's certification as to arbitrage and other matters relative to the tax status of the Bonds under Section 148 of the Internal Revenue Code of 1986, as amended, and a copy of the District's Post Issuance Policies and Procedures;

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

A certificate of the District's consulting engineer, dated as of the Closing Date, in the form annexed as Exhibit G hereto or otherwise in form and substance acceptable to the Underwriter and its counsel;

A certificate of the District Manager in the form annexed as Exhibit H hereto or otherwise in form and substance acceptable to the Underwriter and its counsel;

A certificate of the Methodology Consultant in the form annexed as Exhibit I hereto or otherwise in form and substance acceptable to the Underwriter and its counsel;

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

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

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

A copy of the Master Assessment Methodology dated February 10, 2020, as supplemented on the date hereof, in form and substance acceptable to the Underwriter and its counsel (collectively, the "Assessment Methodology Report") relating to the Bonds;

A copy of the Engineer's Report and all supplements thereto;

A certificate of the District whereby the District has deemed the Preliminary Limited Offering Memorandum final as of its date, except for permitted omissions, as contemplated by Rule 15c2-12 in connection with the limited offering of the Bonds;

Acknowledgments in recordable form by all holder(s) of any mortgage(s) on District Lands as to the superior lien of the Series 2020 Assessments in form and substance acceptable to the Underwriter and its counsel;

Declarations of Consent to Imposition of Special Assessments of the Developers with respect to all real property which is subject to the Series 2020 Assessments in recordable form and otherwise in form and substance acceptable to the Underwriter and Underwriter's Counsel;

A certificate of the Dissemination Agent (i) acknowledging its agreement to serve as the initial Dissemination Agent for the District and undertake the obligations of the Dissemination Agent as set forth in the Disclosure Agreement and (ii) representing that the Dissemination Agent is aware of the continuing disclosure requirements set forth in the Disclosure Agreement and Rule 15c2-12, and that it has policies and procedures in place to ensure its compliance with its obligations under the Disclosure Agreement; and

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

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

respective obligations of the District and the Underwriter set forth in Section 10 hereof shall continue in full force and effect.

Termination. The Underwriter shall have the right to terminate its obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the District of its election to do so if, after the execution hereof and prior to the Closing:
(i) legislation shall have been introduced in or enacted by the Congress of the United States or enacted by the State, or legislation pending in the Congress of the United States shall have been amended, or legislation shall have been recommended to the Congress of the United States or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairperson or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such committee, by any member thereof, or legislation shall have been favorably reported for passage to either House of Congress of the United States by a committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or the State, including the Tax Court of the United States, or a ruling shall have been made or a regulation shall have been proposed or made or a press release or other form of notice shall have been issued by the Treasury Department of the United States, or the Internal Revenue Service or other federal or State authority, with respect to federal or State taxation upon revenues or other income of the general character to be derived by the District or by any similar body, or upon interest on obligations of the general character of the Bonds, which may have the purpose or effect, directly or indirectly, of materially and adversely affecting the tax status of the District, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by the State or, which in the reasonable opinion of the Underwriter, affects materially and adversely the market for the Bonds, or the market price generally of obligations of the general character of the Bonds; (ii) the District or the Developers have, without the prior written consent of the Underwriter, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material liabilities, direct or contingent, or there has been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the District or the Developers, other than in the ordinary course of their business; (iii) any event shall have occurred or shall exist which, in the reasonable opinion of the Underwriter, would or might cause the information contained in the Limited Offering Memorandum, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) the District fails to adopt the Assessment Proceedings or fails to perform any action to be performed by it in connection with the levy of the Series 2020 Assessments.

Expenses.

The District agrees to pay, and the Underwriter shall not be obligated to pay, any expenses incident to the performance of the District's obligations hereunder, including, but not limited to: (i) the cost of the preparation and distribution of the Indenture; (ii) the cost of the preparation and printing, if applicable, of the Limited Offering Memoranda and any supplements thereto, together with a reasonable number of copies which the Underwriter may request; (iii) the

cost of registering the Bonds in the name of Cede & Co., as nominee of DTC, which will act as securities depository for such Bonds; (iv) the fees and disbursements of counsel to the District, the District Manager, the Dissemination Agent, Bond Counsel, Underwriter's Counsel, the District's methodology consultant, the Consulting Engineer, and any other experts or consultants retained by the District; and (v) the cost of recording in the Official Records of the County any Financing Documents, Ancillary Agreements or other documents or certificates that are required to be recorded pursuant to the terms of this Purchase Contract. The District shall record all documents required to be provided in recordable form hereunder within one business day after the Closing Date, which obligation shall survive the Closing.

The Underwriter agrees to pay all advertising and applicable regulatory expenses in connection with the Bonds, if any.

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

Notices. Any notice or other communication to be given to the District under this Purchase Contract may be given by delivering the same in writing to the PFM Group Consulting LLC, 12051 Corporate Boulevard, Orlando, Florida 32817, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to FMSbonds, Inc., 20660 W. Dixie Highway, North Miami Beach, Florida 33180, Attention: Jon Kessler.

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank.]

[Signature page to Bond Purchase Contract]

Very truly yours,

FMSBONDS, INC.

By:		 Theodore A. Swinarski,
Senior Vice President - Trading

Accepted and agreed to this
 	 day of 	, 2020.

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

By:		 Noah Breakstone
Chairperson, Board of Supervisors

EXHIBIT A

DISCLOSURE AND TRUTH-IN-BONDING STATEMENT

 	, 2020

New Port - Tampa Bay Community Development District Tampa, Florida

Re: $ 	New Port - Tampa Bay Community Development District Special
Assessment Bonds, Series 2020 Dear Ladies and Gentlemen:
Pursuant to Chapter 218.385, Florida Statutes, and with respect to the issuance of the above-referenced bonds (the "Bonds"), FMSbonds, Inc. (the "Underwriter"), having purchased the Series 2020 Bonds pursuant to a Bond Purchase Contract dated 	, 2020 (the "Bond Purchase Contract"), between the Underwriter and New Port - Tampa Bay Community Development District (the "District"), furnishes the following information in connection with the Limited Offering and sale of the Bonds. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Bond Purchase Contract.

The total underwriting discount to be paid to the Underwriter pursuant to the Bond Purchase Contract is $           per $1,000.00 or $ 	.

The names, addresses and estimated amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, the Underwriter, bank, banker, or financial consultant or advisor and who enters into an understanding with either the District or the Underwriter, or both, for any paid or promised compensation or valuable consideration directly, expressly or impliedly, to act solely as an intermediary between the District and the Underwriter for the purposes of influencing any transaction in the purchase of the Bonds are: None.

The nature and estimated amounts of expenses to be incurred by the Underwriter in connection with the issuance of the Bonds are set forth in Schedule I attached hereto.

The management fee charged by the Underwriter is: $0/$1,000 or $0.

Any other fee, bonus or other compensation estimated to be paid by the Underwriter in connection with the Bonds to any person not regularly employed or retained by the Underwriter in connection with the Bonds is as follows: None. GrayRobinson,
P.A. has been retained as counsel to the Underwriter and will be compensated by the District.

The name and address of the Underwriter is:

FMSbonds, Inc.
20660 W. Dixie Highway
North Miami Beach, Florida 33180

The District  is  proposing to issue $ 	aggregate amount of the Bonds for the purpose of providing moneys to: (i) finance the cost of acquisition, construction, installation and equipping of a portion of the 2020 Project; (ii) pay certain costs associated with the issuance of the Series 2020 Bonds; (iii) to pay a portion of the interest accruing on the Series 2020 Bonds; and
(iv) fund the 2020 Reserve Account. This debt or obligation is expected to be repaid over a period of approximately 		(      ) years and 	( ) months. At a net interest cost of approximately 	% for the Bonds, total interest paid over the life of the Bonds will be
$ 	.

The source of repayment for the Bonds is the Series 2020 Assessments imposed and collected by the District. Based solely upon the assumptions set forth in the paragraph above, the
issuance  of  the  Bonds  will  result  in  approximately  $ 	of  the  District's  special
assessment revenues (representing the average annual debt service on the Bonds) not being available to the District on an annual basis to finance other services of the District during the life of the Bonds; provided however, that in the event that the Bonds were not issued, the District would not be entitled to impose and collect the Series 2020 Assessments in the amount of the principal of and interest to be paid on the Bonds.

[Remainder of page intentionally left blank.]

[Signature page to Disclosure and Truth in Bonding Statement]

Sincerely,

By:	 Theodore A. Swinarski,
Senior Vice President - Trading

SCHEDULE I

Expense	Amount
DALCOMP
Clearance CUSIP DTC
FINRA/SIPC MSRB
Electronic Orders	 	 TOTAL:

EXHIBIT B TERMS OF BONDS
Purchase Price: $ 	(representing the $ 		aggregate principal amount of the Series 2020 Bonds, [plus/less net original issue premium/discount of $ 	 and] less an underwriter's discount of $ 	).

Principal Amounts, Maturities, Interest Rates and Prices:

Amount	Maturity	Interest Rate	Price

The Underwriter has offered the Series 2020 Bonds to the public on or before the date of this Purchase Contract at the initial offering prices set forth herein and has sold at least 10% of each maturity of the Series 2020 Bonds to the public at a price that is no higher than such initial offering prices[, except for the following maturities: 	].

Redemption Provisions: Optional Redemption
The Series 2020 Bonds maturing after November 1, 20  are subject to redemption prior  to maturity in whole or in part at the option of the District on any date on or after November 1, 20 at the Redemption Price of 100% of the principal amount of the Series 2020 Bonds to be redeemed plus accrued interest to the redemption date.

Mandatory Sinking Fund Redemption

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization
Year	Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization
Year	Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization
Year	Installment
$

*

* Maturity

The Series 2020 Bonds maturing November 1, 20  are subject to mandatory redemption in part by the District by lot prior to its scheduled maturity from moneys in the 2020 Sinking Fund Account established under the Second Supplemental Indenture in satisfaction of applicable Amortization Installments at a Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Redemption date, on November 1 of the years and in the principal amounts set forth below.

Amortization
Year	Installment
$

*

* Maturity

Any Series 2020 Bonds that are purchased by the District with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment of Series 2020 Bonds.

Upon redemption or purchase of the Series 2020 Bonds (other than redemption in accordance with scheduled Amortization Installments), the District shall cause to be recalculated and delivered to the Trustee revised Amortization Installments recalculated so that debt service on the Series 2020 Bonds is amortized in substantially equal annual installments of principal and interest (subject to rounding to Authorized Denominations of principal) over the remaining term of the Series 2020 Bonds.

Extraordinary Mandatory Redemption

The Series 2020 Bonds are subject to extraordinary mandatory redemption prior to scheduled maturity, in whole on any date or in part on any Quarterly Redemption Date, and if in part on a pro rata basis calculated by the District determined by the ratio of the Outstanding principal amount of each maturity of the Series 2020 Bonds, treating for such purposes each Amortization Installment as a maturity divided by the aggregate principal amount of Outstanding Series 2020 Bonds and as otherwise provided in the Indenture, at the Redemption Price of 100% of the principal amount thereof, without premium, plus accrued interest to the Quarterly Redemption Date, if and to the extent that any one or more of the following shall have occurred:

On or after Date of Completion of the 2020 Project by application of moneys transferred from the 2020 Acquisition and Construction Account to the 2020 Prepayment Account in accordance with the terms of the Indenture; or

Amounts are deposited into the 2020 Prepayment Account from the prepayment of Series 2020 Assessments and from amounts deposited into the 2020 Prepayment Account from any other sources; or

When the amount on deposit in the 2020 Reserve Account, together with other moneys available therefor are sufficient to pay and redeem all the Series 2020 Bonds then Outstanding as provided in the Second Supplemental Indenture.

If less than all of the Series 2020 Bonds of a maturity subject to redemption shall be called for redemption, the particular such Series 2020 Bonds or portions of such Series 2020 Bonds of that maturity to be redeemed shall be selected by lot by the Registrar as provided in the Indenture.

As used herein, "Quarterly Redemption Date" shall mean each February 1, May 1, August 1 and November 1.

[Remainder of page intentionally left blank.]

EXHIBIT C

BOND COUNSEL'S SUPPLEMENTAL OPINION

 	, 2020

New Port - Tampa Bay Community Development District Tampa, Florida

FMSbonds, Inc.
North Miami Beach, Florida

Re:	$ 	New Port - Tampa Bay Community Development District (City of Tampa, Florida) Special Assessment Bonds, Series 2020

Ladies and Gentlemen:

We have acted as Bond Counsel to the New Port - Tampa Bay Community Development District (the "District"), a community development district established and existing pursuant to Chapter 190 of the Florida Statutes, as amended (the "Act"), in connection with the issuance by the District of  its $ 	original aggregate principal amount of New Port - Tampa Bay Community Development District Special Assessment Bonds, Series 2020 (the "Bonds"). In such capacity, we have rendered our final approving opinion (the "Opinion") of even date herewith relating to the Bonds. The Bonds are secured pursuant to that certain Master Trust Indenture, dated February 1, 2006, as supplemented and amended by that certain Second Supplemental Trust Indenture, dated as of April 1, 2020 (collectively, the "Indenture"), each by and between the District and U.S. Bank National Association, as trustee (the "Trustee").

In connection with the rendering of the Opinion, we have reviewed records of the acts taken by the District in connection with the authorization, sale and issuance of the Bonds, were present at various meetings and participated in various discussions in connection therewith and have reviewed such other documents, records and other instruments as we deem necessary to deliver this opinion.

The District has entered into a Bond Purchase Contract dated 	, 2020 (the "Purchase Contract"), for the purchase of the Bonds. Capitalized words used, but not defined, herein shall have the meanings ascribed thereto in the Purchase Contract.

Based upon the forgoing, we are of the opinion that:

The sale of the Bonds by the District is not subject to the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided in Section 3(a)(2) of the Securities Act.

The Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.

The information in the Limited Offering Memorandum under the captions "INTRODUCTION," "DESCRIPTION OF THE SERIES 2020 BONDS" (excluding the information under the subsection "−Book-Entry System"), "SECURITY FOR AND SOURCES OF PAYMENT OF THE SERIES 2020 BONDS" (excluding the information in the first two paragraphs under the subcaption "−Prepayment of Series 2020 Assessments") and "APPENDIX A: COPY OF MASTER INDENTURE AND PROPOSED FORM OF SUPPLEMENTAL INDENTURE," insofar as such statements constitute descriptions of the Bonds or the Indenture, are accurate as to the matters set forth or documents described therein, and the information under the captions "TAX MATTERS," and "AGREEMENT BY THE STATE," insofar as such information purports to describe or summarize certain provisions of the laws of the State of Florida (the "State") and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), is accurate as to the matters set forth therein.

This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and FMSbonds, Inc. (the "Underwriter") in connection with the Bonds or by virtue of this letter. This letter is delivered to the Underwriter solely for its benefit as Underwriter and may not be used, circulated, quoted or otherwise referred to or relied upon by the Underwriter for any other purpose or by any other person other than the addressee hereto. This letter is not intended to, and may not be, relied upon by holders of the Bonds.

Very truly yours,

EXHIBIT D

ISSUER'S COUNSEL'S OPINION

 	, 2020

New Port - Tampa Bay Community Development District Tampa, Florida

FMSbonds, Inc.
North Miami Beach, Florida

U.S. Bank National Association Orlando, Florida

Akerman LLP Orlando, Florida

GrayRobinson, P.A. Tampa, Florida

Re:	$ 	New Port - Tampa Bay Community Development District (Tampa, Florida) Special Assessment Bonds, Series 2020

Ladies and Gentlemen:

[Customary introduction/qualifications]

In our capacity as counsel to the District, we have examined such documents and have made such examination of law as we have deemed necessary or appropriate in rendering the opinions set forth below. We have also attended various meetings of the District and have participated in conferences from time to time with representatives of the District, the District Manager, the District assessment consultant, the Underwriter, Bond Counsel, counsel for the Underwriter, the Developers, counsel for the Developers, and the District Engineer relative to the Limited Offering Memoranda (as defined herein) and the related documents described as follows:

the Bond Purchase Contract, the Indenture, the DTC Letter of Representations, and the Continuing Disclosure Agreement (collectively, the "Financing Documents");

the Development Acquisition Agreement dated as of 	, 2020 (the "Acquisition Agreement") by and between the District and 		(the "Developers"), the Agreement to Convey or Dedicate dated as of the Closing Date by and between the District and the Developers (the "Conveyance Agreement"), the Collateral Assignment and Assumption of Development Rights Relating to the 2020 Project dated as of the Closing Date and in recordable form by and between the District and the Developers (the "Collateral Assignment"), the Funding and Completion Agreement dated as of the

Closing Date by and between the District and the Developers (the "Completion Agreement"), and the True-Up Agreement between the District and the Developers, dated as of the Closing Date in recordable form (the "True-Up Agreement" and collectively with the Acquisition Agreement, Conveyance Agreement, Collateral Assignment, and Completion Agreement referred to herein as the "Ancillary Agreements");

Resolutions  Nos.  2005-16 and 2020- 	adopted by the Board of Supervisors of the
District (the "Board") on September 14, 2005 and February 20, 2020, respectively (collectively, the "Bond Resolutions"); and

Resolution  Nos.  2020- 	,  2020- 	,  and  2020- 	, adopted by the Board on
 	,   2020, 	,   2020,   and 	, 2020, respectively (collectively, the "Assessment Resolutions").

Based on the foregoing, we are of the opinion that:

The District has been established and validly exists as a community development district, independent local unit of special purpose government and political subdivision under applicable Florida law.

The Financing Documents, the Ancillary Agreements, and the use of the uniform method for the collection of non-ad valorem assessments pursuant to Section 197.3632, Florida Statutes, as amended, and the Series 2020 Bonds have been duly authorized, executed, and delivered by the District.

Assuming due execution by the other party(ies) thereto, if applicable, the Financing Documents, the Ancillary Agreements, the Series 2020 Bonds, the Bond Resolutions, and the Assessment Resolutions constitute legal, valid and binding obligations of the District, enforceable in accordance with their respective terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, and similar laws affecting creditors' rights generally and general principles of equity.

There is no litigation or other proceeding now pending of which the District or its registered agent has received notice or service of process, or to our best knowledge, threatened against the District: (a) contesting the existence or powers of the Board or the titles of the respective officers of the Board to their respective offices; (b) affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2020 Bonds or the application of the proceeds of the sale thereof for the purposes described in the Limited Offering Memoranda or the collection of Series 2020 Assessments or the pledge of and lien on the Series 2020 Pledged Revenues pursuant to the Indenture; (c) contesting or affecting specifically as to the District the validity or enforceability of the Act or any action of the District relating to authorization for the issuance of the Series 2020 Bonds or the authorization of the 2020 Project, the Bond Resolutions, the Assessment Resolutions, the Financing Documents, the Ancillary Agreements, or the application of the proceeds of the Series 2020 Bonds for the purposes set forth in the Limited Offering Memoranda; (d) specifically contesting the

federal or state tax status of the Series 2020 Bonds; or (e) contesting the completeness or accuracy of the Limited Offering Memoranda (except for permitted omissions with respect to the Preliminary Limited Offering Memorandum as defined herein) or any supplement or amendment thereto.

The District has duly authorized and delivered the Preliminary Limited Offering Memorandum    dated 		, 2020 (the "Preliminary Limited Offering Memorandum"), and duly authorized, execute and delivered the Limited Offering Memorandum  dated 	, 2020 (the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, collectively, the "Limited Offering Memoranda").

Based upon our representation of the District as its Counsel and our limited participation in the preparation of the Limited Offering Memoranda, we have no reason to believe that the statements and information contained in the Limited Offering Memoranda under the captions (including all subcaptions thereunder unless hereinafter excluded) "INTRODUCTION," "SECURITY FOR AND SOURCE OF PAYMENT OF THE SERIES 2020 BONDS," "ENFORCEMENT OF ASSESSMENT COLLECTIONS," "THE DISTRICT" (excluding the subcaption "The District Manager and Other Consultants"), "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS," "THE DEVELOPMENT – Developer Agreements" (solely as it relates to a description of such agreements with the District), "AGREEMENT BY THE STATE," "LITIGATION – The District," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," "VALIDATION," and "AUTHORIZATION AND APPROVAL" are not true and accurate and as of their respective dates did not, and as of the date of Closing do not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The District is not, in any manner material to the issuance of the Series 2020 Bonds, in breach of or default under any applicable provision of the Act or constitutional provision, statute, or administrative regulation of the State or the United States, or to the best of our knowledge, any applicable judgment or decree, any loan agreement, indenture, bond, note, resolution, agreement, or any other material instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, and to the best of our knowledge, no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the District under any such instrument; provided, however, that no opinion is expressed as to compliance with any state or federal tax laws or with any state "Blue Sky" or other securities laws, as may be applicable.

The execution and delivery of the Series 2020 Bonds, the Financing Documents, the Ancillary Agreements, to which the District is a party, and the adoption of the Bond Resolutions and the Assessment Resolutions and compliance with the provisions on the District's part contained therein will not conflict with or constitute a breach of or default under any applicable constitutional provision or law, or to the best of our knowledge, under

any administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District or any of its property or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District or under the terms of any such law, regulation or instrument, except as expressly provided by the Series 2020 Bonds and the Indenture. To the best of our knowledge after due inquiry, the District has taken no action which, with the lapse of time or the giving of notice, or both would constitute a material default or event of default by the District under the Series 2020 Bonds, the Financing Documents or the Ancillary Agreements.

To the best of our knowledge after investigation, all consents, permits or licenses, and all notices to or filings with governmental authorities necessary for the consummation by the District of the transactions described in the Limited Offering Memoranda and contemplated by the Indenture required to be obtained or made, have been obtained or made or there is no reason to believe they will not be obtained or made when required, provided that no opinion is expressed as to the applicability of or compliance with tax laws, state "Blue Sky" laws or other securities laws.

The District has the right and authority under the Act and other state law to adopt the Bond Resolutions and the Assessment Resolutions, to issue the Series 2020 Bonds, to undertake the 2020 Project, to levy the Series 2020 Assessments that will secure the Series 2020 Bonds, and has duly adopted the Bond Resolutions and the Assessment Resolutions.

All proceedings undertaken by the District with respect to the Series 2020 Assessments securing the Series 2020 Bonds, including adoption of the Assessment Resolutions, were undertaken in accordance with Florida law, and the District has taken all necessary action as of the date hereof to levy and impose the Series 2020 Assessments. The Series 2020 Assessments constitute legal, valid, binding and enforceable first liens upon the property against which such Series 2020 Assessments are assessed, co-equal with the lien of all state, county, city, district and municipal taxes and assessments, and superior in dignity to all other liens, titles and claims, until paid (except for federal liens, titles, and claims).

The Series 2020 Bonds have been validated by a final judgment of the Circuit Court in and for Hillsborough County, Florida, of which no timely appeal was filed.

The District has the full power and authority to own and operate the 2020 Project.

All conditions prescribed in the Indenture and the Bond Purchase Contract to be performed by the District as precedent to the issuance of the Series 2020 Bonds have been fulfilled.

Very truly yours,

EXHIBIT E

FORM OF DEVELOPER'S COUNSEL OPINION

[TO COME]

E-1

EXHIBIT F CERTIFICATE OF DEVELOPER
[ 	], a Delaware limited liability company (herein, a "Developer"), DOES HEREBY CERTIFY, that:

This Certificate of Developer is furnished pursuant to Section 8(c)(10) of the Bond Purchase Contract dated 	, 2020 (the "Purchase Contract") between New Port - Tampa Bay Community Development District (the "District") and FMSbonds, Inc. (the "Underwriter") relating to the sale by the District of its $ 	original aggregate principal amount of New Port - Tampa Bay Community Development District Special Assessment Bonds, Series 2020 (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or in the Limited Offering Memoranda (defined below), as applicable.

The Developer is a limited liability company organized and existing under the laws of the State of Delaware and duly authorized to conduct business in the state of Florida.

Representatives of the Developer have provided information to the District to be used in connection with the offering by the District of the Bonds, pursuant to a Preliminary Limited Offering Memorandum dated 	, 2020, and a final Limited Offering Memorandum dated
 	, 2020 (collectively, the "Limited Offering Memoranda").

The Declaration of Consent to Jurisdiction of New Port - Tampa Bay Community Development District and to Imposition of Special Assessments dated 	, 2020 executed by the Developer and to be recorded in the public records of Hillsborough County, Florida (the "Declaration of Consent"), constitutes a valid and binding obligation of the Developer, enforceable against the Developer in accordance with its terms, subject to the effect of bankruptcy and similar laws and general equitable principles that may limit enforcement.

The Developer has reviewed and approved the information contained in the Limited Offering Memoranda under the captions "THE 2020 PROJECT," "THE DEVELOPMENT," "THE MASTER DEVELOPER AND THE TOWER DEVELOPERS," "BONDOWNERS' RISKS" (with respect to the Developers, the 2020 Project and the Assessment Area), "LITIGATION – The Developers" and "CONTINUING DISCLOSURE" (with respect to the Developer), and warrants and represents that such information did not as of their respective dates, and does not as of the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In addition, the Developer is not aware of any other information in the Limited Offering Memoranda that contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Developer represents and warrants that, to its knowledge, it has complied with and will continue to comply with Chapter 190.048, Florida Statutes, as amended.

As of the date hereof, there has been no material adverse change in the business, properties, assets or financial condition of the Developer which would have a material adverse

effect on the consummation of the transactions contemplated by the Financing Documents, Ancillary Documents or on the Development, which has not been disclosed in the Limited Offering Memoranda or in the other information provided in writing by the Developer to the Underwriter.

The Developer hereby consents to the levy of the Series 2020 Assessments on the lands within the Assessment Area that are owned by the Developer. The levy of the Series 2020 Assessments on the Assessment Area will not conflict with or constitute a breach of or default under any agreement, mortgage, lien or other instrument to which the Developer is a party or to which its property or assets are subject.

The Developer has not made an assignment for the benefit of creditors, filed a petition in bankruptcy, petitioned or applied to any tribunal for the appointment of a custodian, receiver or any trustee or commenced any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction. The Developer has not indicated its consent to, or approval of, or failed to object timely to, any petition in bankruptcy, application or proceeding or order for relief or the appointment of a custodian, receiver or any trustee.

The Developer acknowledges that the Bonds have the debt service requirements set forth in the Limited Offering Memorandum and that the Series 2020 Assessments will be levied by the District at times, and in amounts sufficient, to enable the District to pay debt service on the Bonds when due.

To the best of its knowledge, the Developer is not in default under any resolution, ordinance, agreement or indenture, mortgage, lease, deed of trust, note or other instrument to which the Developer is subject or by which the Developer or its properties are or may be bound, which would have a material adverse effect on the consummation of the transactions contemplated by the Financing Documents or the Ancillary Documents or on the development of the Assessment Area and is not delinquent in the payment of any ad valorem, federal or state taxes associated with the Development.

Except as otherwise disclosed in the Limited Offering Memoranda, there is no action, suit or proceedings at law or in equity by or before any court or public board or body pending or, solely to the best of its knowledge, threatened against the Developer (or any basis therefor) (a) seeking to restrain or enjoin the execution or delivery of Financing Documents, Declaration of Consent or Ancillary Documents to which the Developer is a party, (b) contesting or affecting the validity or enforceability of the Financing Documents, Declaration of Consent or Ancillary Documents, or any and all such other agreements or documents as may be required to be executed, or the transactions contemplated thereunder, (c) contesting or affecting the establishment or existence of the Developer, or of the Developer's business, assets, property or conditions, financial or otherwise, or contesting or affecting any of the powers of the Developer; or (d) which would materially and adversely affect the ability of the Developer to pay the Series 2020 Assessments imposed against the land within the District owned by the Developer or materially and adversely affect the ability of the Developer to perform its various obligations described in the Limited Offering Memoranda.

To the best of its knowledge after due inquiry, the Developer is in compliance in all material respects with all provisions of applicable law in all material matters relating to the development of Assessment Area One as described in the Limited Offering Memoranda, including, without limitation, applying for all necessary permits. Except as otherwise described in the Limited Offering Memoranda (a) the Assessment Area is zoned and properly designated for its intended use; (b) all government permits other than certain permits, which permits are expected to be received as needed, have been received; (c) the Developer is not aware of any default of any zoning condition, permit or development agreement which would adversely affect the Developers' ability to complete or cause the completion of the Assessment Area as described in the Limited Offering Memoranda and all appendices thereto; and (d) there is no reason to believe that any permits, consents and licenses required to complete the development of the Assessment Area and the construction of condominium towers therein as described in the Limited Offering Memoranda will not be obtained as required.

The Developer acknowledges that it will have no rights under Chapter 170, Florida Statutes, as amended, to prepay, without interest, the Series 2020 Assessments imposed on its lands within the Assessment Area within thirty (30) days following completion of the 2020 Project and acceptance thereof by the District; provided, however, nothing herein shall limit the rights of property owners to prepay the Series 2020 Assessments with interest as set forth in the Assessment Proceedings.

Except as may be expressly disclosed in the Preliminary Limited Offering Memorandum, the Developer has never failed to comply with any continuing disclosure obligations undertaken by the Developer in accordance with the continuing disclosure requirements of the Rule.

The Developer is not insolvent and is not in default of any obligations to pay special assessments.

Dated: 	, 2020

[ 	], a Delaware limited liability company

By:  	

EXHIBIT G

CERTIFICATE OF ARDURRA GROUP, INC.

ARDURRA GROUP, INC. (the "Engineers"), DOES HEREBY CERTIFY, that:

This certificate is furnished pursuant to Section 8(c)(17) of the Bond Purchase Contract dated 	, 2020 (the "Purchase Contract"), by and between New Port - Tampa Bay Community Development District (the "District") and FMSbonds, Inc. with respect to the
$ 	New Port - Tampa Bay Community Development District Special Assessment
Bonds, Series 2020 (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated 	, 2020 (the "Preliminary Limited Offering Memorandum") and the Limited  Offering Memorandum dated 	_, 2020 (the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda"), as applicable.

The Engineers have been retained by the District to act as consulting engineers.

The plans and specifications for the 2020 Project (as described in the Limited Offering Memoranda) were approved by all regulatory bodies required to approve them or such approvals are expected to be obtained in the ordinary course of business. All environmental and other regulatory permits or approvals required in connection with the construction of 2020 Project were obtained or are expected to be obtained in the ordinary course of business.

The Engineers prepared the "New Port Tampa Bay CDD Engineer's Report" dated February 20, 2020 (collectively, the "Report"). The Report was prepared in accordance with generally accepted engineering principles. The Report is included as "APPENDIX C: ENGINEER'S REPORT" to the Limited Offering Memoranda, and a description of the Report and certain other information relating to the 2020 Project is included in the Limited Offering Memoranda under the captions "THE 2020 PROJECT" and "THE DEVELOPMENT." The Report and said information are true and complete in all material respects, contain no untrue statement of a material fact, and do not omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The Engineers hereby consent to the inclusion of the Report as "APPENDIX C: ENGINEER'S REPORT" to the Limited Offering Memoranda and to the references to the Engineers in the Limited Offering Memoranda.

The 2020 Project, to the extent constructed, has been constructed in sound workmanlike manner and in accordance with industry standards.

The price being paid by the District to the Developers for acquisition of the improvements included within the 2020 Project does not exceed the lesser of the cost of the 2020 Project or the fair market value of the assets acquired by the District.

Except as otherwise described in the Limited Offering Memoranda, (a) all government permits required in connection with the construction of the development of the 2020 Project and the Assessment Area as described in the Limited Offering Memoranda have been received; (b) we are not aware of the any default of any zoning condition, land use permit or development agreement which would adversely affect the ability to complete development of the 2020 Project and the Assessment Area as described in the Limited Offering Memoranda and all appendices thereto; and (c) we have no actual knowledge and are not otherwise aware of any reason to believe that any permits, consents and licenses required to complete the development of the 2020 Project and the Assessment Area as described in the Limited Offering Memoranda will not be obtained in due course as required by the Developers or any other person or entity, necessary for the development of the 2020 Project and the Assessment Area as described in the Limited Offering Memoranda and all appendices thereto.

There is adequate water and sewer service capacity to serve the Assessment Area. Date: 	, 2020
ARDURRA GROUP, INC.

By:	 Print Name: 	  Title: 	

EXHIBIT H CERTIFICATE OF DISTRICT MANAGER
PFM Group Consulting LLC ("PFM Group Consulting"), DOES HEREBY CERTIFY:

This certificate is furnished pursuant to Section 8(c)(18) of the Bond Purchase Contract dated 	, 2020 (the "Purchase Contract"), by and between New Port - Tampa Bay Community Development District (the "District") and FMSbonds, Inc. with respect to the
$ 	New Port - Tampa Bay Community Development District Special Assessment
Bonds, Series 2020 (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Preliminary Limited Offering Memorandum dated 	, 2020 (the "Preliminary Limited Offering Memorandum") and the Limited  Offering Memorandum dated 	_, 2020 (the "Limited Offering Memorandum" and, together with the Preliminary Limited Offering Memorandum, the "Limited Offering Memoranda") relating to the Bonds, as applicable.

PFM Group Consulting has acted as district manager to the District in connection with the sale and issuance by the District of its Bonds and have participated in the preparation of the Limited Offering Memoranda.

As District Manager, nothing has come to our attention that would lead us to believe that the Limited Offering Memoranda, as they relate to the District, the 2020 Project and any other information provided by us, as of their respective dates and as of this date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

The information set forth in the Limited Offering Memoranda under the headings "THE DISTRICT," "LITIGATION – The District," "CONTINGENT FEES," "FINANCIAL INFORMATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "CONTINUING DISCLOSURE," and in "APPENDIX E: FINANCIAL STATEMENTS" did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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

Dated: 	, 2020

PFM GROUP CONSULTING, LLC, a
Delaware limited liability company

By:	 Name:	 Title:  	

EXHIBIT I

CERTIFICATE OF METHODOLOGY CONSULTANT

The undersigned representative of PFM Financial Advisors LLC ("PFM"), DOES HEREBY CERTIFY:

This certificate is furnished pursuant to Section 8(c)(19) of the Bond Purchase Contract  dated 	, 2020 (the "Purchase Contract"), by and between Towne Park Community Development District (the "District") and FMSbonds, Inc. with respect to the
$ 	New Port - Tampa Bay Community Development District Special Assessment
Bonds, Series 2020 (the "Bonds"). Capitalized terms used, but not defined, herein shall have the meaning assigned thereto in the Purchase Contract or the Limited Offering Memoranda relating to the Bonds, as applicable.

PFM has acted as methodology consultant to the District in connection with the sale and issuance by the District of its Bonds and has participated in the preparation of the Preliminary Limited Offering Memorandum dated 	, 2020 and the Limited Offering Memorandum, dated 	, 2020, including the appendices attached thereto (collectively, the "Limited Offering Memoranda").

In connection with the issuance of the Bonds, we have been retained by the District to prepare the Master Assessment Methodology Report dated February 10, 2020, as supplemented
by 	dated 	, 2020 for the Series 2020 Bonds
(collectively, the "Assessment Methodology"), which Assessment Methodology has been included as an appendix to the Limited Offering Memoranda. We hereby consent to the use of such Assessment Methodology in the Limited Offering Memoranda and consent to the references to us therein.

The information set forth in the Limited Offering Memoranda under the subcaptions "ASSESSMENT METHODOLOGY AND THE ALLOCATION OF ASSESSMENTS" and in "APPENDIX E: ASSESSMENT METHODOLOGY" did not as of the respective dates of the Limited Offering Memoranda and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

To the best of our knowledge, there has been no change which would materially adversely affect the assumptions made or the conclusions reached in the Assessment Methodology and the considerations and assumptions used in compiling the Assessment Methodology are reasonable. The Assessment Methodology and the assessment methodology set forth therein were prepared in accordance with all applicable provisions of Florida law.

The Series 2020 Assessments, as initially levied and as may be reallocated from time to time as permitted by resolutions adopted by the District, are sufficient to enable the District to pay the debt service on the Bonds through the final maturity thereof. Additionally, the Series 2020 Assessments are fairly and reasonably allocated and the benefit received from the 2020 Project exceeds the burden of the Series 2020 Assessments.

Dated: 	, 2020.	PFM FINANCIAL ADVISORS LLC, a
Delaware limited liability company

By:	 Name:	 Title:  	

New Port Tampa Bay Community Development District

Continuing Disclosure Agreement

DRAFT-1
GrayRobinson, P.A. February 13, 2020

CONTINUING DISCLOSURE AGREEMENT

This  Continuing  Disclosure  Agreement   (this   "Disclosure  Agreement")   dated   as of
 	, 2020 is executed and delivered by the New Port - Tampa Bay Community Development District (the "Issuer" or the "District"), [New Port Tampa Holdings, LLC, a Delaware limited liability company (the "Master Developer") [and 	(the "Tower Developers"    and,    together    with    the    Master    Developer,    the    "Developers")],    and
 	, as dissemination agent (the "Dissemination Agent") in connection with the Issuer's Special Assessment Bonds, Series 2020 (the "Bonds"). The Bonds are secured pursuant to a Master Trust Indenture dated as of February 1, 2006 (the "Master Indenture") and a Second Supplemental Trust Indenture dated as of April 1, 2020 (the "Second Supplemental Indenture" and, together with the Master Indenture, the "Indenture"), each entered into by and between the Issuer and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America and having a designated corporate trust office in Orlando, Florida, as trustee (the "Trustee"). The Issuer, the Developers and the Dissemination Agent covenant and agree as follows:

Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer, the Developers and the Dissemination Agent for the benefit of the Beneficial Owners (as defined herein) of the Bonds and to assist the Participating Underwriter (as defined herein) of the Bonds in complying with the Rule (as defined herein). The Issuer has no reason to believe that this Disclosure Agreement does not satisfy the requirements of the Rule and the execution and delivery of this Disclosure Agreement is intended to comply with the Rule. To the extent it is later determined by a court of competent jurisdiction, a governmental regulatory agency, or an attorney specializing in federal securities law, that the Rule requires the Issuer or other Obligated Person (as defined herein) to provide additional information, the Issuer and each Obligated Person agree to promptly provide such additional information.

The provisions of this Disclosure Agreement are supplemental and in addition to the provisions of the Indenture with respect to reports, filings and notifications provided for therein, and do not in any way relieve the Issuer, the Trustee or any other person of any covenant, agreement or obligation under the Indenture (or remove any of the benefits thereof) nor shall anything herein prohibit the Issuer, the Trustee or any other person from making any reports, filings or notifications required by the Indenture or any applicable law.

Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Indenture. The following capitalized terms as used in this Disclosure Agreement shall have the following meanings:

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

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

"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Assessment Area" shall mean that portion of the District lands subject to Assessments. "Assessments" shall mean the non-ad valorem Series 2020 Assessments pledged to the
payment of the Bonds pursuant to the Indenture.

"Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior Fiscal Year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 4(a) of this Disclosure Agreement.

"Audited Financial Statements Filing Date" means the date set forth in Section 3(a) hereof by which the Audited Financial Statements are to be filed with each Repository if the same are not included as part of the Annual Report.

"Beneficial Owner" shall mean any person which, (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes.

"Business Day" means any day other than (a) a Saturday, Sunday or a day on which banks located in the city in which the designated corporate trust office of the Trustee is located are required or authorized by law or executive order to close for business, and (b) a day on which the New York Stock Exchange is closed.

"Disclosure Representative" shall mean (i) as to the Issuer, the District Manager or its designee, or such other person as the Issuer shall designate in writing to the Dissemination Agent from time to time as the person responsible for providing information to the Dissemination Agent; and (ii) as to each entity comprising an Obligated Person (other than the Issuer), the individuals executing this Disclosure Agreement on behalf of such entity or such person(s) as such entity shall designate in writing to the Dissemination Agent from time to time as the person(s) responsible for providing information to the Dissemination Agent.

"Dissemination Agent" shall mean the Issuer or an entity appointed by the Issuer to act in the capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the Issuer pursuant to Section 8 hereof. [ 	] has been designated as the initial Dissemination Agent hereunder.
"District Manager" shall mean PFM Group Consulting LLC and its successors and assigns. "EMMA" means the Electronic Municipal Market Access system for municipal securities
disclosures located at http://emma.msrb.org/.

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

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

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

"Limited Offering Memorandum" shall mean that Limited Offering Memorandum dated
 	, 2020, prepared in connection with the issuance of the Bonds.

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

"MSRB" means the Municipal Securities Rulemaking Board.

"Obligated Person(s)" shall mean, with respect to the Bonds, those person(s) who either generally or through an enterprise fund or account of such persons are committed by contract or other arrangement to support payment of all or a part of the obligations on such Bonds (other than providers of municipal bond insurance, letters of credit, or other liquidity facilities), which person(s) shall include the Issuer, and for the purposes of this Disclosure Agreement, the Developers and their affiliates for so long as the Developers or their affiliates, successors or assigns (excluding residential homebuyers who are end users) are the owners of District Lands responsible for payment of at least 20% of the Assessments.

"Participating Underwriter" shall mean FMSbonds, Inc.

"Quarterly Filing Date" shall mean for the quarter ending: (i) March 31, each May 1; (ii) June 30, each August 1; (iii) September 30, each November 1; and (iv) December 31, each February 1 of the following year. The first Quarterly Filing Date shall be 	1, 2020.

"Quarterly Report" shall mean any Quarterly Report provided by any Obligated Person (other than the Issuer) pursuant to, and as described in, Section 5 of this Disclosure Agreement.

"Repository" shall mean each entity authorized and approved by the SEC (as hereinafter defined) from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the SEC may be found by visiting the SEC's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the SEC for such purpose is the MSRB, which currently accepts continuing disclosure submissions through its EMMA web portal. As used herein, "Repository" shall include the State Repository, if any.

"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has and may be amended from time to time.

"SEC" means the Securities and Exchange Commission.

"State" shall mean the State of Florida.

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

Provision of Annual Reports.

Subject to the following sentence, the Issuer shall provide the Annual Report to the Dissemination Agent no later than one hundred eighty (180) days after the close of the Issuer's Fiscal Year (the "Annual Filing Date"), commencing with the Annual Report for the Fiscal Year ending September 30, 2020. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report, and may be submitted in accordance with State law, which currently requires such Audited Financial Statements to be provided up to, but no later than, nine (9) months after the close of the Issuer's Fiscal Year (the "Audited Financial Statements Filing Date"). The Issuer shall file its Audited Financial Statements for the Fiscal Year ended September 30, 2019 on or before June 30, 2020. The Issuer shall, or shall cause the Dissemination Agent to, provide to the Repository the components of an Annual Report which satisfies the requirements of Section 4(a) of this Disclosure Agreement within thirty (30) days after same becomes available, but in no event later than the Annual Filing Date or Audited Financial Statements Filing Date, if applicable. If the Issuer's Fiscal Year changes, the Issuer shall give notice of such change in the same manner as for a Listed Event under Section 6.

If on the fifteenth (15th) day prior to each Annual Filing Date or the Audited Financial Statements Filing Date, as applicable, the Dissemination Agent has not received a copy of the Annual Report or Audited Financial Statements, as applicable, the Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be via email) to remind the Issuer of its undertaking to provide the Annual Report or Audited Financial Statements, as applicable, pursuant to Section 3(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Dissemination Agent with an electronic copy of the Annual Report or the Audited Financial Statements, as applicable, in accordance with Section 3(a) above, or (ii) advise the Dissemination Agent in writing that the Issuer will not be able to file the Annual Report or Audited Financial Statements, as applicable, within the times required under this Disclosure Agreement, state the date by which the Annual Report or the Audited Financial Statements for such year, as applicable, will be provided and instruct the Dissemination Agent that a Listed Event as described in Section 6(a)(xvii) has occurred and to immediately send a notice to the Repository in substantially the form attached hereto as Exhibit A.

If the Dissemination Agent has not received an Annual Report by 12:00 noon on the first (1st) Business Day following the Annual Filing Date for the Annual Report or the Audited Financial Statements by 12:00 noon on the first (1st) Business Day following the Audited Financial Statements Filing Date for the Audited Financial Statements, then a Listed Event as described in Section 6(a)(xvii) shall have occurred and the Dissemination Agent shall immediately send a notice to the Repository in substantially the form attached as Exhibit A.

The Dissemination Agent shall:

determine each year prior to the Annual Filing Date the name, address and filing requirements of the Repository; and

promptly upon fulfilling its obligations under subsection (a) above, file a notice with the Issuer stating that the Annual Report or Audited Financial Statement has been provided pursuant to this Disclosure Agreement, stating the date(s) it was provided and listing all Repositories with which it was filed.

All documents, reports, notices, statements, information and other materials provided to the MSRB under this Disclosure Agreement shall be provided in an EMMA Compliant Format.

Content of Annual Reports.

Each Annual Report shall contain the following Annual Financial Information with respect to the Issuer:

The amount of Assessments levied in the Assessment Area for the most recent prior Fiscal Year.

The amount of Assessments collected in the Assessment Area from the property owners during the most recent prior Fiscal Year.

The amount of delinquencies in the Assessment Area, if any, greater than one hundred fifty (150) days, and, in the event that delinquencies amount to more than ten percent (10%) of the amounts of the Assessments due in any year, a list of delinquent property owners.

The amount of tax certificates sold for lands within the Assessment Area, if any, and the balance, if any, remaining for sale from the most recent Fiscal Year.

(v)	All fund balances in all Funds and Accounts for the Bonds.	
(vi)	The total amount of Bonds Outstanding.	
(vii)	The amount of principal and interest to be paid on the Bonds in the	
current Fiscal Year.		
(viii)	The most recent Audited Financial Statements of the Issuer.	
(ix)	In the event of any amendment or waiver of a provision of this	
Disclosure Agreement, a description of such amendment or waiver in the next Annual Report, and in each case shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change in accounting principles, on the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial

statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 6(b); and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

To the extent any of the items set forth in subsections (i) through (vii) above are included in the Audited Financial Statements referred to in subsection (viii) above, they do not have to be separately set forth (unless Audited Financial Statements are being delivered more than 180 days after the close of the Issuer's Fiscal Year pursuant to Section 3(a) hereof). Any or all of the items listed above may be incorporated by reference from other documents, including limited offering memorandums and official statements of debt issues of the Issuer or related public entities, which have been submitted to the MSRB or the SEC. If the document incorporated by reference is a final limited offering memorandum or official statement, it must be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference.

The Issuer and each Obligated Person agree to supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The Issuer acknowledges and agrees that the information to be collected and disseminated by the Dissemination Agent will be provided by the Issuer, Obligated Persons and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the Issuer, an Obligated Person or others as thereafter disseminated by the Dissemination Agent.

Any Annual Financial Information containing modified operating data or financial information is required to explain, in narrative form, the reasons for the modification and the impact of the change in the type of operating data or financial information being provided.

Quarterly Reports.

Each Obligated Person (other than the Issuer) shall provide an electronic copy of the Quarterly Report to the Dissemination Agent no later than fifteen (15) days prior to the Quarterly Filing Date. Promptly upon receipt of an electronic copy of the Quarterly Report, but in any event no later than the applicable Quarterly Filing Date, the Dissemination Agent shall provide a Quarterly Report to the Repository.

Each Quarterly Report shall contain an update of the following information to the extent available with respect to such Obligated Person:

The number and type of condominium units in the Assessment Area subject to the Assessments.

The number and type of condominium units owned in the Assessment Area by the Obligated Person.

The number and type of condominium units issued certificates of occupancy within the Assessment Area.

The number and type of condominium units under contract with homebuyers in the Assessment Area.

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

Any change to the number or type of condominium units planned to be developed in the Assessment Area by the Obligated Person.

Materially adverse changes or determinations to permits/approvals for the development of the Assessment Area which necessitate changes to the land use plans of any Obligated Person.

The occurrence of any new or modified mortgage debt on the land owned by the Obligated Person in the Assessment Area, including the amount and interest rate.

If an Obligated Person sells, assigns or otherwise transfers ownership of real property interests in an Assessment Area (a "Transferor Obligated Person") to a third party (a "Transferee"), which will in turn be an Obligated Person for purposes of this Disclosure Agreement as a result thereof (a "Transfer"), the Transferor Obligated Person hereby agrees to use its best efforts to contractually obligate such Transferee to agree to comply with the disclosure obligations of an Obligated Person hereunder for so long as such Transferee is an Obligated Person hereunder, to the same extent as if such Transferee were a party to this Disclosure Agreement (an "Assignment"). The Transferor Obligated Person shall notify the District and the Dissemination Agent in writing of any Transfer within five (5) Business Days of the occurrence thereof. Nothing herein shall be construed to relieve the Developers from their obligations hereunder except to the extent a written Assignment from a Transferee is obtained and delivered to the Dissemination Agent and then only to the extent of such Assignment.

Reporting of Listed Events.

This Section 6 shall govern the giving of notices of the occurrence of any of the following Listed Events:

(i)	Principal and interest payment delinquencies;	
(ii)	Non-payment related defaults, if material;	

financial difficulties;	(iii)	Unscheduled draws on the Series 2020 Reserve Account reflecting	

(iv)	Unscheduled draws on	credit enhancements reflecting financial	
difficulties;				
(v)	Substitution of credit	or	liquidity providers, or their failure to	
perform;*				
(vi)	Adverse tax opinions, the issuance by the Internal Revenue Service	
of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

Modifications to rights of Bond holders, if material;

Bond calls, if material, and tender offers;

Defeasances;

Release, substitution, or sale of property securing repayment of the
Bonds, if material;

Rating changes;*

Bankruptcy, insolvency, receivership or similar event of the Issuer
or any Obligated Person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer or any Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer or any Obligated Person);

Consummation of a merger, consolidation, or acquisition involving the Issuer or any Obligated Person or the sale of all or substantially all of the assets of the Issuer or any Obligated Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

Appointment of a successor or additional Trustee or the change of name of the Trustee, if material;

Incurrence of a Financial Obligation of the Issuer or Obligated Person, if material, or agreement to covenants, events of default, remedies, priority rights, or other

Not applicable to the Bonds at their date of issuance.

similar terms of a Financial Obligation of the Issuer or Obligated Person, any of which affect security holders, if material;

Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer or Obligated Person, any of which reflect financial difficulties;

Failure to provide (A) any Annual Report or Audited Financial Statements as required under this Disclosure Agreement that contains, in all material respects, the information required to be included therein under Section 4(a) of this Disclosure Agreement, or
(B) any Quarterly Report that contains, in all material respects, the information required to be included therein under Section 5(b) of this Disclosure Agreement, which failure shall, in all cases, be deemed material under federal securities laws; and

Any amendment to the accounting principles to be followed in preparing financial statements as required pursuant to Section 4(a)(ix) hereof.

The Issuer shall give, or cause to be given, notice of the occurrence of any of the above subsection (a) Listed Events to the Dissemination Agent in writing in sufficient time in order to allow the Dissemination Agent to file notice of the occurrence of such Listed Event in a timely manner not in excess of ten (10) Business Days after its occurrence, with the exception of the Listed Events described in Section 6(a)(xvii) and (xviii), which notice will be given in a timely manner. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) below. Such notice by the Issuer to the Dissemination Agent shall identify the Listed Event that has occurred, include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information (provided that such date is in compliance within the filing dates provided within this Section 6(b)).

Notwithstanding anything contained in Section 6(b) above, each Obligated Person other than the Issuer shall notify the Issuer and the Dissemination Agent of the occurrence of a Listed Event described in subsections (a)(x), (xii), (xiii), (xv) or (xvi) that has occurred with respect to such Obligated Person in compliance with the notification and filing requirements provided in Section 6(b).

If the Dissemination Agent has been instructed by the Issuer to report the occurrence of a Listed Event, the Dissemination Agent shall immediately file a notice of such occurrence with each Repository.

The Developers hereby represent and warrant that they have not previously entered into any continuing disclosure agreement in connection with a prior offering of securities in order to enable an underwriter of said securities to comply with the provisions of the Rule.

Termination of Disclosure Agreement. This Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.

Dissemination Agent. Upon termination of the Dissemination Agent's services as Dissemination Agent, whether by notice of the Issuer or the Dissemination Agent, the Issuer agrees to appoint a successor Dissemination Agent or, alternatively, agrees to assume all responsibilities of Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. If at any time there is not any other designated Dissemination Agent, the District shall be deemed   to   be   the   Dissemination   Agent.   The   initial   Dissemination   Agent   shall   be    [ 	]. The acceptance of such designation is evidenced by the execution of this Disclosure Agreement by a duly authorized signatory of the Dissemination Agent. The Dissemination Agent may terminate its role as Dissemination Agent at any time upon delivery of thirty (30) days prior written notice to the District and each Obligated Person.

Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, acceptable to the Issuer, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Notwithstanding the above provisions of this Section 9, no amendment to the provisions of Section 5(b) hereof may be made without the consent of the each Obligated Person, if any.

Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

Default. In the event of a failure of the Issuer, the Disclosure Representative, any Obligated Person or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Beneficial Owners of at least twenty-five percent (25%) aggregate principal amount of Outstanding Bonds and receipt of indemnity satisfactory to the Trustee, shall), or any beneficial owner of a Bond may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer, the Disclosure Representative, any Obligated Person or a Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement by any Obligated Person shall not be deemed a default by the Issuer hereunder and no default hereunder shall be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer, the Disclosure Representative, any Obligated Person, or a Dissemination Agent, to comply with this Disclosure Agreement shall be an action to compel performance.

Duties of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement between the District, the Developers and such Dissemination Agent. The Dissemination Agent shall have no obligation to notify any other party hereto of an event that may constitute a Listed Event. The District, each Obligated Person and the Disclosure Representative covenant that they will supply, in a timely fashion, any information reasonably requested by the Dissemination Agent that is necessary in order for the Dissemination Agent to carry out its duties under this Disclosure Agreement. The District, the Developers and the Disclosure Representative acknowledge and agree that the information to be collected and disseminated by the Dissemination Agent will be provided by the District, Obligated Person(s), the Disclosure Representative and others. The Dissemination Agent's duties do not include authorship or production of any materials, and the Dissemination Agent shall have no responsibility hereunder for the content of the information provided to it by the District, any Obligated Person or the Disclosure Representative as thereafter disseminated by the Dissemination Agent. Any filings under this Disclosure Agreement made to the MSRB through EMMA shall be in an EMMA compliant format.

Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Developers, the Dissemination Agent, the Trustee, the Participating Underwriter and the Owners of the Bonds (the Dissemination Agent, the Trustee, Participating Underwriter and Owners of the Bonds being hereby deemed express third party beneficiaries of this Disclosure Agreement), and shall create no rights in any other person or entity.

Tax Roll and Budget. Upon the request of the Dissemination Agent, the Trustee or any Bondholder, the Issuer, through its District Manager, if applicable, agrees to provide such party with a certified copy of its most recent tax roll provided to the Hillsborough County Tax Collector and the Issuer's most recent adopted budget.

Governing Law. The laws of the State of Florida and Federal law shall govern this Disclosure Agreement and venue shall be any state or federal court having jurisdiction in Hillsborough County, Florida.

Counterparts. This Disclosure Agreement may be executed in several counterparts and by PDF signature and all of which shall constitute but one and the same instrument.

Trustee Cooperation. The Issuer represents that the Dissemination Agent is a bona fide agent of the Issuer and the Issuer instructs the Trustee to deliver to the Dissemination Agent at the expense of the Issuer, any information or reports readily available to and in the possession of the Trustee that the Dissemination Agent requests in writing.

Binding Effect. This Disclosure Agreement shall be binding upon each party to this Disclosure Agreement and upon each successor and assignee of each party to this Disclosure Agreement and shall inure to the benefit of, and be enforceable by, each party to this Disclosure Agreement and each successor and assignee of each party to this Disclosure Agreement. Notwithstanding the foregoing, as to the Developers or any assignee or successor thereto that becomes an Obligated Person pursuant to the terms of this Disclosure Agreement, only successor or assignees to such parties who are, by definition, Obligated Persons, shall be bound or benefited by this Disclosure Agreement.

[Signature Page Follows]

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

[SEAL]

NEW PORT - TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT, AS ISSUER

ATTEST:

By:	 	
 	, Secretary

By:	 	
 	, Chairperson Board of Supervisors

[NEW PORT TAMPA HOLDINGS, LLC, AS MASTER DEVELOPER

By: _ 	
 	, Manager

[ 	, AS TOWER DEVELOPER

By: _ 	
 	, Manager

[ 	, AS TOWER DEVELOPER

By: _ 	
 	, Manager

[ 	, AS TOWER DEVELOPER

By: _ 	
 	, Manager

[ 	], and its successors and assigns, AS DISSEMINATION AGENT

By:		 Name:		 Title:   		

CONSENTED TO AND AGREED TO BY: DISTRICT MANAGER
PFM GROUP CONSULTING LLC, AS DISTRICT MANAGER

By:	 Name:	 Title:  	

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

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

By:	 Name:	 Title:  	

EXHIBIT A

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

Name of Issuer:	New Port - Tampa Bay Community Development District

Name of Bond Issue:	$ 	original aggregate principal amount of Special
Assessment Bonds, Series 2020

Obligated Person(s):	New Port - Tampa Bay Community Development District;
 	.

Original Date of Issuance:	 		, 2020 CUSIP Numbers:	 	
NOTICE IS HEREBY GIVEN that the [Issuer][Obligated Person] has not provided an [Annual Report] [Audited Financial Statements] [Quarterly Report] with respect to the above- named Bonds as required by [Section 3] [Section 5] of the Continuing Disclosure Agreement dated
 	, 2020, by and between the Issuer, the Developers and the Dissemination Agent named therein. The [Issuer][Obligated Person] has advised the undersigned that it anticipates that the  [Annual   Report]  [Audited   Financial   Statements]  [Quarterly  Report]   will  be  filed   by
 	, 20 . Dated:  		
 	, as Dissemination Agent

By:	 Name:	 Title:  	

cc:	Issuer Trustee

New Port Tampa Bay Community Development District

Discussion and Approval of District Joinder and Execution of Lennar Phase II Proposed Re-Plat, Subdivision Agreement, and Related Items

New Port Tampa Bay Community Development District

Discussion and Approval of District Joinder and Execution of Marina Pointe Proposed Plat and Related Items

New Port Tampa Bay Community Development District

Discussion and Approval of Development Acquisition Agreement for Marina Pointe (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Acquisition and Advanced Funding Agreement (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Partial Assignment of Orion Marine Contract to the CDD (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Direct Purchase of Rip-Rap (under separate cover)

New Port Tampa Bay Community Development District

Consideration of Acquisition of Certain Utilities Improvements within Eventide Drive
(under separate cover)

New Port Tampa Bay Community Development District

Ratification/Consideration of Payment Authorization FY2020-21 – 2020-25

NEW  PORT  TAMPA BAY
COMMUNITY	DEVELOPMENT	DISTRICT

Payment Authorization 21 10/15/2019

 	    PAYMENT AUTHORIZATION  ONLY- NO FUNDING  NEEDED	 	

Item No.	Payee	Invoice#	FY2020	FY2019	
1	Florida Department of Economic Opportunity
FY20 Annual Fee	
74239	
$175.00	
2	Egis Insurance & Risk Advisors
FY20 Insurance	
10120	
$5,000.00	

TOTAL	$5,175.00	$0.00

Secretary I Assistant Secretary

STRALEY	ROBIN VERICKER
- - - - - - - - - - - - - Attorneys At Law ------------

15IO W. Cleveland Street
Tampa, Florida 33606
Tel: (813) 223-9400
Fax: (813) 223-5043

Writer's Direct Dial:	(813) 901-4941 Writer's E-mail: lbutler(@srvlegal.com www.srvlegal.com

October 9, 2019

Via Email and First Class Mail

Vivian Carvalho
New Port Tampa Bay CDD 12051 Corporate Blvd.
Orlando, FL 32817

Re: New Port Tampa Bay CDD - DEO FY 2019/2020 Invoice Dear Vivian:
Enclosed is the Florida Department of Economic Opportunity (DEO) F/Y 2019/2020 Special District Fee Invoice and Update Fonn (the "Invoice") for the New Port Tampa Bay Community Development District (the "District"). Please remit the Invoice along with the $175.00 fee to the DEO. Please note that the payment must be postmarked by December 2, 2019 in order to avoid a late fee penalty.

Thank you for your assistance.

Sincerely,

STRALEY ROBIN VERICKER
ef f£b
Florida Registered Paralegal
Enclosure
cc:	Vivek Babbar, Esq. (via email)

{00081640.OOCX/}

Florida Department of Economic Opportunity, Special District Accountability Program
FY 2019/2020 Special District Fee Invoice and Update Form
Required by Sections 189.064 and 189.018, Florida Statutes, and Chapter 73C-24, Florida Administrative Code

   Invoice No.: 74239	
Annual Fee:  175.00	Late Fee:  0.00	Received:  0.00	75.00
STEP 1: Review the following infonnatlon, make changes directly on the form, and sign and date:
Special District's Name, Registered Agent's Name, and Registered Office Address:

V \ v	'bo-b

New Port - Tampa Bay Community Development District
Mt. i mcy Robin •	e.-lC	ba. r-
Straley Robin Verlcker
1510 We$t Cleveland Street Tampa, Fl 33606

Telephone:
Fax:
Emall:
Status:
Governing Body:
Website Address:
County(les}:
Functlon(s):
Boundary Map on FIie:
Creation Document on File:
Date Established:
Creation Method:
Local Governing Authority:
Creation Document(s):
Statutory Authority:
Authority to l&sue Bonds:
Revenue Source(•)
Most Recent Update:

(813) 223-9400

(813) 223-5043
1Htei11@ePt.1legel.co111
Independent Elected
newporttampabaycdd.com Hillsborough

&/

Community Development
11/09§2008	U. / \	1..aa °I
09/07/2005
08/25/2005
Local Ordinance City ofTampa
City Ordinance 2005-233 Chapter 190, Florida Statutes Yes
Assessments
10/05/2018

I do hereby certify that the information abo7 (changes noted if necessary) is accurate and complete as of this date.

r	•	/1/J. A

     ,.,,,.-

Registered Agent's Signature: ,P	jl""\.	�	Date	\ 0-'\ - lC\
STEP 2: Pay the annual fee or C!ertify eligibility for the zero fee:
	Pay the Annual F••: Pay the annual fee oniine by following the instructions at www.Florldajobs.org/SpecialDistrictFee or by check payable to the Department of Economic Opportunity.
Or, Certify Eligibility for the Zero Fae: By initialing each of the following Items, I, the above signed registered agent, do hereby
certify that to the best of my knowledge and belief, ALL of the following statements contained herein and on any atlachments hereto are true, correct, complete, and made in good faith as of this date. I understand that any Information I give may be verified.

1.  

2.  
3. 	

This special district and its Certified Public Accountant determined the special district is not a component unit of a local general-purpose government.
This special district is in compliance with the reporting requirements of the Department of Financial Services.
This special district reported $3,000 or less in annual revenues to the Department of Financial Services on its Fiscal Year
2017/2018 Annual.Financial Report (if created since then, attach an income statement verifying $3,000 or less In revenues).

Department Use Only: Approved:  

Denied:   

Reason: 	_

STEP 3: Make a copy of this form for your records.
STEP 4: Mail this form and pay!'llent (if paying by check) to the Department of Economic Opportunity, Bureau of Budget Management,
107 E. Madison Street, MSC 120, Tallahassee, FL 32399-4124. Direct any questions to (850) 717-8430.

OCT O 4 2019

Ron DeSantis
GOVERNOR

·

,D E

."  '  )" '        •·· . .........  ,.. ..............   ,,.     ·-	..... Fl.OFUOA DEPARTMENT;/ ECONOMIC OPPORTUNITY'

Ken Lawson
EXECUTIVE DIRECTOR

To:	All Special District Registered Agents

From:	Jack Gaskins Jr., Special District Accountability Program
Date:	October 1, 2019

Subject: Fiscal Year 2019/2020 Annual State Fee and Update Requirements
Postmarked Due Date is December 2, 2019

This memo contains the instructions for complying with the annual state fee and update requirement using the enclosed Fiscal Year 201912020 Annual Special District Fee Invoice and Update Fonn (fonn). The state fee remains $175 per special district, unless the special district certifies that it is eligible for a zero fee. To avoid a $25 late fee, the payment must be postmarked or paid online by December 2, 2019.

The Purpose of the Annual State Fee
Chapter 189, Florida Statutes, the Unifonn Special District Accountability Act (Act), assigns duties to the Special District Accountability Program within the Florida Department of Economic Opportunity (DEO) and requires DEO to annually collect a state fee from each special district to cover the costs of administering the Act. For more information, see www.FloridaJobs.org/SDAP.

The Purpose of Reviewing the Special District's Profile
The Act, along with Rule Chapter 73C-24, Florida Administrative Code, requires each special district to maintain specific information with DEO and requires OEO to make that information available through the Official List of Special Districts (www.FloridaJobs.om/OfficialList}. The Florida Legislature, state agencies and local government officials use that information to monitor special districts, coordinate activities, collect and compile financial and other information and make informed policy decisions. Therefore, it is important tor each special district's registered agent to annually review the information on the form, make any needed corrections or updates directly on the form and return it to DEO along with the state fee.

Reminders
Each newly created special district must have an official website by the end of the first full fiscal year after its creation. All other special districts should already have an official website that contains specific information (see www.FloridaJobs.org/SDWebsites#offwebs ite). If the special district's official website address is not listed on the form, the special district must provide it.

The Florida Special District Handbook (www.FloridaJobs.org/SpecialDistrictHandbook) covers general operating procedures for special districts. DEO encourages all special district staff and governing body members to review this handbook to help ensure compliance with state requirements.

(TURN OVER FOR INSTRUCTIONS)

Florida Department of Economic Opportunity I Caldwell Building 1107 E Madison Street I Tallahassee, FL 32399 850.245.71051 www.FloridaJobs.ogr
www.twitter.com/FLDEO1www.facebook.corn/FLDEO
An equal opportunity employer/program. Auxiliary aids and seivice are available upon request to individuals with disabilities. All voice telephone numbers on this document may be reached by persons using TTYfTTD equipment via the Florida Relay Service at 711.

Fiscal Year 2019/2020 Annual state Fee and Update Requirement
October 1, 2019
Page2of2

Instructions for Complying with the Annual State Fee and Update Requirement

Complete the following in lime for the state fee to be postmarked or paid online by December 2, 2019. Pay special attention to the items marked "IMPORTANT!" to avoid the possibility of being charged a late fee. Direct questions to Jack Gaskins at Jack.Gaskins@deo.myflorida.comor 850-717-8430.

STEP 1: Review the special district's profile on the enclosed form:

Make any needed changes directly on the fonn by striking through the outdated or incorrect infonnation and writing in the new or correct information. Provide missing information.

Sign and date where Indicated.

A duplicate form can be downloaded from www.FloridaJobs.org/SpecialDistrictFee. STEP 2: Pay the $175 state fee or, if eligible, certify eligibility for the zero fee:
The program encourages all special districts to pay online with a Visa or MasterCard by visiting www.FloridaJobs.org/SpecialDistrictFee and following the instructions - it's fast, free and convenient.

IMPORTANT! If not paying online, prepare a check payable to the Florida Department of Economic Opportunity and enter the invoice number in the memo field.

Or, if the special district meets all three statements in the "Zero Annual Fee Certification Section,• certify eligibility for the zero fee by initialing each statement instead of paying the fee.

DEO's W-9 form can be downloaded from www.FloridaJobs.org/SpecialDistrictFee. STEP 3: Make a copy of the form for your records.
STEP 4: Prepare and return the form along with anyapplicable attachments using only the
address below:

If payment was made online, write "Paid Online" on the fonn and email or mail the form to. us.

IMPORTANT! If payment is not being made online, attach a check to the fonn to ensure the payment is properly credited to the correct special district and mail the fonn to us. BE SURE TO INCLUDE THE FORM WHEN MAILING A CHECK!

C,j
0
N

i

0co 0 GI

g

T"

- 

"""""""

- 
=- 
== 
--

If certifying for a zero fee, email or mail the form to us.

If the form indicates the special district needs to provide Its boundary map and/or creation document, email or mail the document(s) to us.

IMPORTANT! ONLY USE THIS ADDRESS:

Florida Department of Economic Opportunity Bureau of Budget Management
107 E. Madison Street, MSC 120
Tallahassee, FL 32399--4124
Email Address: Jack.Gaskins@DEO.MvFlorid a.com

INVOICE

Customer

Acct#	New Port Tampa Bay Community Development District
985	
Date	10/15/2019	
Cuatomer
Service	
Charisse Bitner	
Page	1 of 1	

New Port Tampa Bay Community Development District c/o PFM Group Consulting, LLC
12051 Corporate Blvd
Orlando, FL 32817

Invoice Summary
ntAmount
 for:	
100119410

$

5,000.00

lnvoice#10120

Thank You

x -	Please detach and return with payment
Customer: New Port Tampa Bay Community Development District

Invoice	Effective	Transaction	De1crlotlon	Amount	

10120	

10/01/2019	

New business	Policy #100119410 10/01/2019-10/01/2020
Florida Insurance Alliance Package - New business Due Date: 10/15/2019	

5,000.00	
	Total	
	$	5,000.00	
	Thank You	
FOR PAYMENTS SENT OVERNIGHT:
Egis Insurance Advisors LLC, Fifth Third Wholesale Lockbox, Lockbox #234021, 4900 W. 95th St Oak/aw n, IL 60453		

NEW	PORT TAMPA BAY COMMUNITY	DEVELOPMENT	DISTRICT

Payment Authorization 22
10/21/2019

 	  PAYMENT AUTHORIZATION  ONLY - NO FUNDING NEEDED    	

Item	Payee	Invoice#	FY2020	FY 2019
 	No.	

1	Tampa Bay Times
Legal Advertisement run date 10/9/19	18476	$333.50

TOTAL

$333.50	$0.00

2Secreta1ry I Assistant Secretary	Chairman / Vice Chairman

Times Publishing Company
0Ef>T3:J98 PO BOX 123398
DAU.AS, TX 75:J12-3398
Toll Free Phone: 1 (877) :J21-7a55
Fed Tax 10 59-0482470

ADVERTISING INVOICE

Advertisin g Run Datee	Adveltlser N■rna	
1019/19	NEW PORT TAMPA BAY	
BIiiing Date		SalH Rep	I	Customer Accaunt	
10J09/2019		JIU Harrison	I	72146	
Total Amaunt Due	I		Ad Number	
$333.50	I		0000018476	

PAYMENTDUE UPON RECEIPT
Start	Stop	Ad Number	Product	Placement	.D.,N..c.rlpt.l.o.n..
,_	ln1.	Slit	NetAmount	

10/011/18

10I09/19	
10/09/18

10/09,/19	
0000018478

00000184711	
Times

Tampablly.com	
LegabCLS

Legals CLS	NPTB MNli"II Sdlectule-FY 18-20 NPTB Meetillll Sdieclule-FY 18-20
AllldavitMaterl■I	
1

1	
2Xa9 L

2Xa9L	
'331.50

$0.00
$2   . 00	

t!awna Bay trimt

Advertl1l ng Run Dates	Advertiser N1rna	
1019119	NEW PORT TAMPA BAY	
Bllll n a Date	SalN Rto	I	C111tomer Account	
10/09/2019	ffill Hamson	I	721-46	
Total Amaunt Due	I		MNumber	
$333.50	I		0000016476	

PLEASE DETACH AND RETURN LO"1.£R PORTION WITH YOUR REMITTANCE

...,	-	t ■m pabay.com
OEPT3398
PO BOX 123398
CALLAS, TX 75312-33811
Toll Free Phone: 1 (877) 321-7355

ADVERTISING INVOICE
DO NOT SEND CASH BY MAIL

Thank YoU for your bualness.

NEW PORT TAMPA BAY
CIO PFM GROUP CONSULTING, LLC
12051 CORPORATE BLVD
ORLANDO, FL 32817

PLEASE MAl<E CHECK PAYBLE TO;

TIMES PIJBUSHING COMPANY

Rl!MITTO:

Tlmn Publlahlng Company DEPT3398
PO BOX 123398
DALLAS, TX 71312-3391

IOAID OFSUPIIMSOll5t.EETINCI DATES
NEW PORT TAMPA IAY COMMUNrrY HYELOPIIENT DISTIIICT
flSCAL YEAR2t1•2tat

11111d thllr ragular meetlnOS for Fiscal Ynr 201•202D It the offices cl SttallY Robin lltflcar,

TIie llolnl of

of Ille New !'Oft Tami,e Bly c:ommunty DIYIIIDpmart Olmlct wll
1510 w.CIMand Slrlet. lamp&.Florkla,33aliat 11:00 Lm. unlasothllrwlulndlcalellas
follows:

lM  mMtlngslJII apan to the publle and wll be mnducttd In    wllllIlle plll'llslon
of Florida lllW ror COINl!unlb' Development DlsU1cb. llNI 11111111ng, may be cantlnued to a

date, lime. and Pla0e to be SPedlled on the reeordat lie fflfftlllg. ACGPJ of the laenda for

theameetlngs111111 lieDlllalned fnlm IZGSJ CG,poralt 8	Orfando, F1orlda328fl or by
calling (-407) nl-5900.
lhlra IIIIY be occasions wben one ar moni SupelYllorl or staff wHI oa,tlclpatt by telephone,
Plnuanllo pruwlslans of the Americ:ans wlUI DlsablHtles Act. any person niquJrllia special

aa:ommodatlonsat this meetlllQ because of adlsabll!J ar pbnk:alImpairment sfiould

aintact the Dllt!tclOffice at (407) 312·3256 at least 48 hour's Drlor totlle meetlna. If ,ou are noorsi,eedlmpalred.pleuec:ontactlheflorldaAe<aySffl'lcebJdlal1111f•M,or
l-eoo-9!iH11'1(TIY) / l.aJ0-95S-1178(Voice), for aid In cantaetlng the District Ofllce.

p         and thllt_.iinaty,thePfflCIII m111 need to e11SUre 111at a ¥tlllallm ,-11o1 the pivceedlngsls made, hlelulMOthe testll!IOIIY ll'ld e,,ld-upon Wlllclllllcb appeal ls to bebutd.

mans considered at the meeting Is advised tfllt person wll l1lled • .-d	of the

A peSGnwho dec:kM to appeal1111W dllclllon rnafe at the meeting WIit! respect to lllY

Vivian Clnldlo
District Manager

CNIODOl847&

ICllll!lnGl9

0000018476-01
Tampa Bay Times
Published Daily
STATE OF FLORIDA

COUNTY OF Hillsborough

Before thi: uncmgned autbonty personally appeared JW Ha rr&o■who onoath a.ya that he/she is Llpl Adn r1i11■1 Repn1eatadvc of the Tampa Bay Times a dmly newzpspcr pnntcd inSt. Pcterllu& inPinellas County. Florida;
chat thi: attachal qy of adertisment, bcmg a Legal Notx:c inthe matter RE:
NPl'B Meedn& ScWllle •FY l,■ 21 was published in Tllmpa a.y Times: ID/ tn9 insaid newlplpCr in the iu\lllS ofBayliDk HiDlllonqh

Affiant further says the said Tampa Bay 'l1nla is a newspaper published in Hillsborough County, Florid& and dial the said newspepcr his haetofon: hem continuously published in said Hillsborough County, Florida each day and baa been entered as a ICCOlld claa mail maier at lhe post office insaid Hillsborough
County, Flonda for a period of one year next prececlins the flnt publication of
lho at1ached copy of advcrtisemcnt.and affianl furlhai- SllyS1h11 he/she neither pm'.d not promised any person, finn or corporation any dJSalUllt, rebate, commission or refund for the pll[pOle of 11C1:UD11g du, ad¥a1isemmt for publication in the said newspaper

r

or produced identifica!ion

"fype ofidentifu:ation produced	 	

NEW	PORT TAMPA BAY COMMUNITY	D E V E L O P M E N T DISTRICT

Payment Authorization 23
11/512019

 	   PAYMENT AUTHORIZATION ONLY• NO FUNDING NEEDED	 	

Item
No.	Payee	Invoice#	FY2020	FY2019	
1	PFM Group Consulting, LLC				
	October 2019 District Management Fee		$1,041.67		
	October 2019 Website Fee		$100.00		
2	Straley Robin Verlcker				
	District counsel through 10/15/19		$1,220.30		
3	Tampa Bay Times				
	Legal Ads: 1019/19 and 10/30/19		$1,015.50		

Secretary / Assistant Secretary

TOTAL	$3,377.47	$0.00

<

NEW	PORT TAMPA BAY COMMUNITY	DEVELOPMENT	DISTRICT

Payment Authorization 24
11/22/2019

PAYMENT AUTHORIZATION ONLY-NO FUNDING NEEDED

Item	Payee	Invoice#	FY 2020	FY 2019	
No .					
1	PFM Group Consulting, LLC				
	September 2019 Postage	OE-EXP-00457		$3.50	
2	Tampa Bay Times				
	Legal Ads 10/23/19- 10/30/19	0000019691	$682,00		
	Legal Ads 11/9/19	0000034337	$248.50		

Secretary I Assistant Secretary

TOTAL	$930.50	$3.50

NEW	PORT T A M P A BAY
C O M M U N I T Y  D E V E L O P    E   N   T	D   I  S T R I C T

Payment Authorization 25 12/19/2019

PAYMENT AUTHORIZATION ONLY· NO FUNDING NEEDED

Item	Payee	Invoice#	FY 19	FY20 No.

PFM Group Consultlng, LLC
District Management Fee Nov 2019	DM-11-2019-0044	$	1,041.67
Website Fee Nov 2019	DM-11-2019-0045	$	100.00
Postage Oct 2019	OE-EXP-00457

Straley Robin Verlcker

District counsel thru 11115/19	17748	$	671.00

$	$	1,812.67

 	TOTAL	$1!812.67	

Secretary / Assistant Secretary

pfm
BOITo:

New Port Tampa Bay COO
o PFM Group Consulting District Accounting partrnent
12051 Corporate Blvd
rlando. FL 32817
nited States or America	

Date	Invoice Nurri>er
 	November 29, 2019	OM-11-2019-0044	
Payment Terms	Due Date
 	Upo n Receipt	November 29, 2019	

1735 Market Street 43rd Floor Philadelphia, PA 19103
+1 (215) 567-6100
Federal Tax ID: 81-1642478

Remittance Options:
ViaACH fmJarradl·	�	�

RE:	District Management Fee: November 2019

Total Amount Due	$1,041.67

RECEIVED DEC o � 2019

1	of	1

pfm

Date		Invoice Number November 29, 2019	DM-11-2019-0045
Payment Tenns	Oua0al8
Upon Receipt	November 29, 2019

Company Addnlsa:
1735 Market Street 43rd  Floor Philadelphia, PA 19103
+1 (215) 567-6100
Federal Tax ID: 81-1642478

Sil To:

ew Port Tampa Bay CDD
o PFM Group Consulting District Accounting epartmenl
12051 Corporate Blvd
rtando, FL 32817
   nite   St ates of Americ                                                 a	

Remittance Options:
Vl&Aetl(mmffllld);	llla..Wlm:.

RE:	Website Fee - November 2019

Total Amount Due

llill..MIII:..
PFM Group Consulting LLC
PO Box 65126
Baltimore, MD21264-5126 United Stales of America

RF.CEIVED DEC O 4 2019

1	of	1

Straley Robin Vericker
1510 W. Cleveland Street Tampa, FL 33606
Telephone (813) 223-9400 • Facsimile (813) 223-5043
Federal Tax Id. - 20-1778458

NEW PORT TAMPA BAY COD
c/o PFM GROUP CONSULTING, LLC 12051 CORPORATE BOULEVARD
ORLANDO, FL 32817

RE:GENERAL

For Professional Services Rendered Through November 15, 2019

November 25, 2019
Client:	001272	
Matter:	000001	
Invoice#:	17748	
Page:	1	

SERVICES		

Date	Person	Description of Services	Hours		
10/16/2019	VKB	REVIEW ANO REPLY TO EMAILS RE: ESTOPPEL LETTER AND FEES; TELECONFERENCE WITH A. LANE RE: SAME.	0.2		
10/22/2019	VKB	REVIEW EMAILS RE: TRUSTEE'S EXECUTION OF DOCUMENTS RELATED TO TRANSITION OF SPE	0.2		

10/25/2019	
TJR	CONTROL AND SURRENDER OF BONDS.
REVIEW AND SUBMIT DEPARTMENT OF MANAGEMENT SERVICES ANNUAL EMPLOYMENT	
0.2		

10/25/2019	
VKB	SURVEY.
TELECONFERENCE WITH V. RIPOLL RE: QUESTIONS FROM DEVELOPER RE: COD ASSESSMENTS AND	
0.4		

11/6/2019	
VKB	OWNERSHIP OF PROPERTY.
REVIEW EMAILS FROM J. MERRITT RE: RECORDED DOCUMENTS FOR RELEASE OF LIEN AND CANCELLATION OF BONDS; REVIEW AND REPLY TO
EMAIL FROM K. MAYS RE: CONFIRMATION OF	
0.8		

11/12/2019	

VKB	CANCELLATION OF BONDS VIA DWAC; FOLLOW UP WITH TRUSTEE RE: SAME.
REVIEW AND REPLY TO EMAILS FROM V. CARVALLO RE: INSURANCE REQUIREMENTS AND SPE	

0.3		
		PROPERTY; REVIEW ANO REPLY TO EMAIL FROM N. BREAKSTONE RE: CORRESPONDENCE FROM CHIEF INSPECTOR GENERAL RE: AUDIT FINDINGS.			
11/15/2019	VKB	TELECONFERENCE WITH V. RIPOLL AND V. CARVALHO RE: UPCOMING LANDOWNER ELECTION AND BOARD MEETING.	0.3		
		Total Professional Services	2.4	$671.00	

November 25, 2019
Client:	001272	
Matter.	000001	
Invoice#:	17748	
Page:	2	

Person
TJR	Tracy J. Robin
VKB	Vivek K Babbar

Hours
0.2
2.2

Amount
$66.00
$605.00

Total Services
Total Disbursements Total Current Charges

$671.00
$0.00

$671.00

PAY THIS AMOUNT 	,_,	$671.00'

Please Include Invoice Number on all Correspondence

New Port Tampa Bay Community Development District

Ratification/Consideration of Westshore Marina District Phase 1 Master Infrastructure Improvements Payment Authorization Nos. 164-168

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 1 MASTER INFRASTRUCTURE IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase l Master Infrastructure Improvements hereby submits the following payment authorization for disbursement:

Payment Authorization Number:
Name of Payee:
Payee's Invoice Number(s}:
Amount Payable:
The undersigned hereby certifies that:

164
TECO
Acct.# 22100301070110.10.2019
$750.42

Obligations reflected in the amount set forth above have been validly incurred by the District, and

The disbursement set forth above was incurred in connection with the District's Westshore Marina District Phase 1 Master Infrastructure Improvements
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.
The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY COD

Signed:	�	
VP of Design & Construction

Printed Name: =Drew L=oc=her-  -  -  -  -  -
Date:	lO /2,;l	0

BOARD MEMBER ACKNOWLEDGEMENT

l 

Vice Chainnan Printed Name: Brian Van Slvke
Date,	/   oLz/

-	-	---'-------'---f---4L--	---'-------	-	-	-

-	--.,...-	7-	-	-	-	-

Phase I PAl62	TECO	9.23.2019

TECO.
�	TAMPA ELECTRIC
ANl!Ml!AA Cl:IM.. ANY

ACCOUNT INVOICE
tampaelectric.com I f Wt> 8·	In

..

."I.

•

l•
i
I

NEWPORT TAMPA BAY COO C/O ELIZABETH MALHOTRA 4900 BRIDGE ST
TAMPA, FL 33611-3201

Your Account Summary
Prsvtous Amount Due
Paymenl(s) Recetwd Since Last Statement
Current  Month's Charget
Total Amount Due

$594.93
-$594.93
 	$7§9,42 
$750.42

Statement Date: 10/10/2019
Account 221003010701

mon th' s cl 1;-ir 9 es

Current

	$750.42	
	$750.42	
10.1	31/2019	

.

Total ,1mount due: P;1yment Due By:

PJways assume that a downed power line Is energized. Visit tampaelectrlc.com/safety for more safety tips.

Amount not peld bydue dale may be BBINHd a late payment charr,. end 911 addiUonBI depoll/t.

To ensure prompt credil, please return stub portion or this blU 'lllilh your paymenl. Make checks payable lo TECO.

Jjt	T E C C> .
�	TAMPA ELEDTRID
..	ANEMCAA COMPANY

WAYS TO PAY YOUR BILL

rl81

mail	phone online	pay agent

1

See reverse ide for more informaricn

Account: 221003010701

$750.42

$750 42

Current	mont 1·s charges:	
Tot;il	;imount	due:	
Payment	Due By :	

10!31i2019

GDlll1111411 a, AB G.411 net, FT(C011D1D111111411D IGDDD D411GIIDIIIIII IOI GI nllll GIii

Amount EnclONcl	$. 	_
643975830161

,    .,..  11111111111111■ 1■  1111·111..••1 1·11d·IIr n1•■• I-r 1111•1•11

I

I.I

NEWPORT TAMPA BAY COD C/O ELIZABETH MALHOTRA 12051 CORPORATE BLVD
ORLANDO, FL 32817-1450

MAIL PAYMENT TO: TECO
P.O. BOX 31318
TAMPA, Fl 33631-3318

b43,?58301bl22lOD3D1D7DlDDDDOD075D422

- r	E	C C> .

ACCOUNT INVOICE

.	TAMPA ICLICCTRIC

I

.,	AN ltMl:IIA aaM  .. AN'I'

tampaelectric.com	f W'P 8• I, in
Account:	221003010701
Statement Date:	10/10/2019
Current month's charges due 10/31/2019

Details of Charges - Service from 09/07/2019 to 10/08/2019

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201

Rate Schedute: General Service • Non Demand

.-.

5

i
i

Meter Location: SLPC

';	Number	ReadDabt	Reading	Reading	Total UHd	Mulllpllar	Bllllng Perio	
I,	1<88318	10/08/2019	14,291	'12,701	1,590kWh		320ays	

Meter

Basic Service Charge

Currant

PrevlOUI

•

$18.14

d

Tampa Electrlc Uaage Hlatory
Kilowatt-Hours Per Day

Energy Charge Fuel Charge
Florida Gross Receipt Tax Electric Service Coet Franchise Fee
Municipal Public Service Tax State Tax
Total Electrlc Coat, Local Fen and Tuq
Other Feea and Charges Electric Late Payment Fee Total Other F9ff and Chargn

1,590 kWh @ $0.059161kWh
1,590 kWh @$0.03227tkWh

$94.06
$51.31
$4.19
$187.70
$10.98
$13.69
$16.89

$&.DO

(Average)

-	

.,

    ocr	
IOII
NP	47

....,-

.Ill. 	4.1.1.
.IUN	411
MIIY

'"

IIAA	61

R
,WI	3'
$209.241	D5C 0
-0

$5.00

Detalls of Charges- Service from 09/06/2019 to 10/04/2019

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201

Meter Location: STREET LIGHTS SPLA

Rate Schedule: General Service • Non Demand

Number	Reading	Reading	Total U11d	Multlpller	111nn1Perio	
1000150039	10/04/2019	6,762	5,631	1,131 kWh		29Days	

Mebtr

Read Date

Cumtnl

Prwlous	•	d

Basic Service Charge			
$1814		Tampa Electric U•••• History
KIiowatt-Hours Per Day	
Energy Charge		1,131 kWh @$0.05916/kWh	$66.91		(Average)	
Fuel Charge		1,131 kWh @$0.03227/kWh	$36.50			
Florida Gross Receipt Tax
Eltctrlc 8ervlc:e eo.t			S3.12
$124.67			
Franchise Fee			$8.17			
Municipal Public Service Tax			$10.32			
State Tax			$12.55			
Total Elactrlc Cost, Local F...	and Tun			$115.71		

BIIHng Information continues on next page

Paoe3of8

Total Current Month's Charges	$750.42

.-';.
l•
,i;
I

Important Messages
The blllng periods of the Individual meters of a multi-metered account may differ from the dates displayed. All the meters on such an account may not have been read on the same date due to their location on the property.

Page5of8

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASJ:: 1 MASTER IN'FRASTRUCTURE IMP ROVEME NTS PAYl\'1ENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Wcstshore Marina District Phase J Master Infrastructure Improvements hereby submits the following payment authorization for disbursement:

A. Payment Authorizat ion Number:	165	
B. Name of Payee:	CIMA Energy Solutions, LLC	
C. Payee ' s Invoice Numbcr(s):	81595789	
D. Amount Payable:	$7.00	

The undersigned hereby ce1tifies that:

Obligations reflected in the amount set forth above have been validly incurred by
the District, and

3.	The disbursement set forth above was incurred in connection with the District's
Westshore Marina District Phase 1 Master Infrastrncture Improvements

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to Hen, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY CDD

Signed: _ _]25[\._	

BOARD 1\fEMBER ACKNOWLEDGEMENT AND
APPROVA70E AYMENT	_
/	l...,,,

VP of Design & Construction

Signed  :  	F- .	_
Vt(.fl..,..	Chairm,

Printed Name:.D-r--ew-Lo-e--!re-r

- - - - -

Printed Name: Kevin Mavs

Date: 	I},, L--tJ Z3I c;

___

Date:------------ --

Phase  I PA 165	CIMA Energy Solutions	11.5.2019

CIMA ENERGY SOLUTIONS, LLC
100 Waugh, Suite 500
Houston, TX 77007
CUSTOMER SERVICE: (888) 425-9140
Mon - Fri 8:00 AM - 5:00 PM CT
customerservice@cimaenergysolulions.com www.cimaenergysolutions.com
Outage Reporting: (877) 832-6747

ENERGY

Q

SOLUTIONS

Customer: New Port Tampa Bay COD
Billing Account#: 35054241-761-2
INVOICE#:  81595789

Summary as of Oct 16, 2019
(account details start on next page)

Previous Statement Amount:

$7.00

Total Payments Received:	($7.00)	
Balance Forward:	$0.00	
Current Charges:	$7.00	
!Amount Due Oct 31, 2019:	s1o.o j	

CIMA ENERGY SOLUTIONS, LLC IS BILLING FOR USAGE SUPPLIED BY THE UTILITY. YOUR METER READS ARE ON YOUR TECO BILL.

We know you have a choice when choosing your natural gas supplier. Thank you for choosing CIMA ENERGY SOLUTIONS, LLC.

If you have questions related to this invoice please contact our customer service specialists at BBB-425-9140.

CIMA ENERGY SOLUTIONS, LLC
100 Waugh, Suite 500
Houston, TX 77007

INVOICE#:
Billing Account #:
Date Mailed:
Date Due:
TOTAL AMOUNT DUE:
If paid after 10/31/19, add late charge of: After 10/31/19, Pay:
TOTAL AMOUNT ENCLOSED:

81595789
35054241-761-2
Oct 16, 2019
Oct 31, 2019
$7.00
$0.11

r

$7.11
I

New Port Tampa Bay CDD 12051 Corporate Blvd
Orlando, FL 32617

3505424176100000007007

REMIT PAYMENT TO:
CIMA ENERGY SOLUTIONS, LLC
PO BOX 746225
Atlanta, GA 30374-6225

00000043 00086 0002--0002 DMUFGC01101419181847 00 L 00000043

CIMA ENERGY SOLUTIONS, LLC	Customer: New Port Tampa Bay CDD
Billing Account#: 35054241-761-2
INVOICE #: 81595789

PAYMENT DETAILS

PAYMENT INFORMATION
Payment Date	Payment Description	Amount	Total

BIiiing Account#: 35054241-761-2

ACCOUNT DETAILS

Sep 30, 2019	Payment Received - Thank You
Total Payments

USAGE INFORMATION

($7.00)

($7.00)

Service Period	Estimate Meter#

Unit   Previous Meter Reed	Current Meter Read	Mult.

Quantiyt

Account#: 35054241-58-8003
LDC #:	221003123215
Servloe Addren :
4900 Bridge Street
Tampa FL 33611-3201

09/05/19 - 10/04/19	N	ALL	THERM	0.0

CHARGE INFORMATION
Date	Charge Descrpl tlon	Amount	Total

10/04/19	Monthly Customer Charge
Current Charges

$7.00

$7.00

2

00000043 00086 0002-0002 DMUFGC01101419181847 00 L 00000043

Direct Biller	Page 1 of 2

Thank you for your payments

I authorize CIMA ENERGY SOLUTIONS, LLC to electronically debit my account ending in 0959, for $7.00 on or the next business day after 10/28/2019. I understand that because this is an electronic transaction, these funds may be withdrawn from my account as soon as today. This authorization will remain in full force and effect until I log into the web site to cancel the transaction or I notify CIMA ENERGY SOLUTIONS, LLC at (713) 739-6490 before close of business on today's date to withdraw my authorization.

Reference#

B193019022980

Payment Date
10/28/2019

Account
35054241761

Customer Name
NEW PORT TAMPA BAY CDD

Email Receipt to
champagnea@pfm.com

Payment Type
Direct Payment

Device Type
Web

Routing Number
*****1383

Bank
VALLEY NATIONAL BANK

Direct Biller	Page 2 of2

Name on Account
New Port Tampa Bay CDD

Payment Method
Checking ***0959

Status
Pending

Total Payment Amount
$7.00

NEW PORT TAMPA BAY COMMUNITY DJ:VELOPMENT DISTRICT

WESTSHORE .MARINA DISTRICT PHASE 1 MASTER INFRASTRUCTURE
IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager ofthe New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase 1 Master lnfrastm ct ure Improvements hereby submits the following payment authorization for disbursement:

A. Payment Authorization Number:	166	
B. Name of Payee:	CIMA Energy Solutions, LLC	
C. Payee's Invoice Number(s):	50014793	
D. Amount Payable:	$7.00	

The undersigned hereby certifies that:

Obligations reflected in the amount set forth above have been validly incurred  by  the Dis tr ict, and
3.	The disbursement set forth above was incurred in connection with the District's Westshore Marina District Phase 1 Master Infrastructure Improv ements

The undersigned hereby fmt her certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto are originals of the invoic e(s) from the vendor of the property acquired or the services rendere.d with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY CDD

-	L-

BOARD MEMBER ACKNOWLEDGEMENT AND APPROVALO,£:P YMENT
-t....,;{'  .     	

Signed: _ _ _ _ _ _ _ _ _ _ _ _ _

signed:

----1�

.;:----

VP of Design & Constru ction

\.A	haj1:uuw_) 

Printed Name:½evin M_a)'.:,s., 		_

Date: 	_
Phase  1 PA 166	CIMA Energy Solutions	11.22.2019

CIMA ENERGY SOLUTIONS, LLC
100 Waugh, Suite 500
Houston, TX 77007
CUSTOMER SERVICE: (888) 425-9140
Mon - Fri 8:00 AM - 5:00 PM CT
customerservice@cimaenergysolutions.com www.cimaenergysolutions.com
Outage Reporting: (877) 832-6747

Summary as of Nov 15, 2019
(account details start on next page)

ENERGY

Q

SOLUTIONS

Customer: New Port Tampa  Bay CDD
Billing Account#: 35054241-761-2
INVOICE#: 50014793

Previous Statement Amount:	$7.00	
Total Payments Received:	($7.00)	
Balance Forward:	$0.00	
Current Charges:	$7.00	
!Amount Due Dec 02, 2019:	s1.ooj	

CIMA ENERGY SOLUTIONS, LLC IS BILLING FOR USAGE SUPPLIED BY THE UTILITY. YOUR METER READS ARE ON YOUR TECO BILL.

We know you have a choice when choosing your natural gas supplier. Thank you for choosing CIMA ENERGY SOLUTIONS, LLC.

If you have questions related to this invoice please contact our customer service specialists at 888-425-9140.

ENTERED	NOV 2  2 2019

CIMA ENERGY SOLUTIONS, LLC	Customer: New Port Tampa Bay COD
Billing  Account#: 35054241-761-2
INVOICE#: 50014793

PAYMENT DETAILS

PAYMENT INFORMATION
Payment Date	Payment Description	Amount	Total

BIiiing Account#: 35054241-761-2

Oct 28, 2019	Payment Received - Thank You
Total Payments

($7.00)

($7.00)

ACCOUNT DETAILS
Account #: 35054241-58-8003
LDC#:	221003123215
S&rYlce Addre11:
4900 Bridge Street
Tampa FL 33611-3201

USAGE INFORMATION
Service Period	Estimate Meter#	Unit	Previous Meter Read	Current Meter Read	Mult.	Quantity	
10/04/19 - 11/05/19	N	ALL	THERM				0.0	

CHARGE INFORMATION
Date	Charge Descrlptlon	Amount	Total

11/05/19	Monthly Customer Charge
Current Charges

$7.00

$7.00

Q

ENERGY
SOLUTIONS

100 WAUGH DRIVE

SUITE	500	
HOUSTON,	

TX 77007

000000025 FMUFGC0l ll 1319186238 01 100000 000001 002
New Port Tampa Bay COD 12051 Corporate Blvd
Orlando, FL 32617

00000025 00049 0001-0002 DMUFGC01111319186238 00 L 0000002

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE l MASTER INFRASTRUCTURE
IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase l Master Infrastructure Improvements hereby submits the following payment authorization for disbursement:

Payment Authorization Number:
Name of Payee:
Payee's Invoice Number(s):
Amount Payable:

The undersigned hereby certifies that:

167
TECO
Account221003010701
$711.85

I.		Obligations reflected in the amount set forth above have been validly incurred by the District, and

3.	The disbursement set forth above was incurred in connection with the District's Westshore Marina District Phase l Master Infrastructure Improvements

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

Tbe undersigned hereby farther certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY CDD

Signed:	 	
VP of Design & Construction

Printed Name: =D-=r-e=---w'--'----L-""-o"=-c'h-'=e=r----	- - - -

BOARD MEMBER ACKNOWLEDGEMENT AND APPROVAL OF	YMENT

/
Signed:    	
\.,,tu_ Chai nnan{

Printed Name: Kevin Mays

Date: _,

t---[_;z    	,_(· 2_0"_1_q_	_	_

Date:--------------

Phase 1 PA 167	TECO	11.22.2019

.A■9' T E	C O	.
�	T A M P A E L E C T R I C
A N   E M E R A  CO MP A N Y

z

NEWPORT TAMPA BAY COD C/0 ELIZABETH MALHOTRA 4900 BRIDGE ST
TAMPA, FL 33611-3201	ENTER EO	NOV	2 2019
RECEIVED NOV f 8 2:19

ACCOUNT INVOICE
tampaelectric.com  I	f W <j) 3· ii in

Statement Date: 11/11/2019 Account: 221003010701

$711.85
$711.85

Current month's charges:
Total amount due:
Paym ent Due By :	12/02/2019

Your Account Summary	Digging? Make the right call

Previous Amount Due
Payment( s) Received Since Last Statement

Current Month's Charges
Total Amount Due

$750.42
-$750.42
 	$711.85 
$711.85

Knowwhat's below.
Call before you dig.

Call 811 two business days before your project to have utility lines marked for free. Utility lines can
easily be damaged by

planting trees, installing fences, etc. Avoid potential service interruptions for you and your neighbor s. Digging on Saturday? Call 811 by We dnesday. Visit sunshine811.com or tampaelectric.com/811.

Amount not paid by due date may be assessed a late payment charge and an additional deposit.

e-News Update

Stay informed withe-News Update
Sign up for our free o-i'Jews lJpdate online newsletter ancJ rncoive updal es
::ibout proq rarns, weathei; community events and more, slraiqllt lo your inbox .
Visit tampaelectric.com/emailsignup toclay

t-'TECC>
-	TAM    A   E  I..ECT RI  C
A N E M E R A C O MP A N Y

Contact Information
Residential Customer Care
813-223-0800 (Hillsborougl1 County)
863-299-0800 (Polk County)
888-223-0800 (All other counties)

Commercial Customer Care
B66-832 -fi 249

Hearing Impaired/TTY
711
Power Outages Toll-Free
877-588- 10 10
Energy-Saving Programs
1313  275 - 0l 909

tampaelectric.com

Mail Payments to
ffCO
'.0. Box 31318
farnpa, FL 33631·331B

All Other Correspondence
TampD l:.lectric
P.O. Box ·11·1
Tarnp;:i, FL 33601-0111

Understanding Your Electric Charges

Average kWh por day -- The avomge arnount or elr:ctricity purchai,ed per day.
Basic Service Charge•-/\ 1ixBd monlhly rnnount lhr1t cavern tho co,it
to providu :,nrv1ce lo your location
Bright Choicer.•"'- The nurnller of toasf,d light fixt11ms and/or polos
rn,rl a .sociotec1 tl::o , and chmger,.
Budget Billing - Option 11 plan c1vor8Qt'JS you, hornc)'s last 12 111onl11ly billing f)miods i,o you pny the :,arnG amount lor yo,ir :,e1vice eact1 month.
Energy Charge The cosl (except f1ml) of producing a11d dclivorinG the electricity you pu1cllascxJ, inctudin1J cunsmvc1tion, enviro11rnenliJI w,rl capscity cost recovery cha19es
Estimated .. If 7 a11,pa Elf:ctnc wr1s unable to read your meter, "FSTIM/\TED" will appear Yo1J1 meler will be mod 11ext rnontil, ,llld
.-my dilk)renu1 will be odjusleli accordingly.
Florida  Gross Receipts Tax    /\taxis imposuc1 on   Jross 1cceii,ts from 11tili!y su1Vic (·1sthat c1m delivered to retail customers in Flori<i;J, ii 1
<'JCCurdance with Ci1;"ptu1 20:3 ol the Florida Statutes. lJtilily crnnpaniAr, colliict itie liJx from ;ill cus101m:1 s, unle:,s GX1,mp1, ,1nci rnmil to lhe stale
Florida State Tax - /\ tax irnposeci on EM ry person who en9a1J0s in the bus1m   ss of  .elling or re111i11 J  tanoibte persom;I property at rotail in tl10 state, in accordance with Chc1ptor 212 ot the F·turida StcJtutos.
Franchise Fee ,'\ fee lovind lJy a rnunicipc1lity for the right lo ulil11e public property to provide electric service. Ttm fee is r.ollected l1y Tampn Electric ,md paid lo the nrnnir.ipality,
Fuel Charge •· Co;,t of fuel uso(i to produce el.iclricity you p11rchusut1 F11el costs me pcJ1;slxi throuoh lrnrn tuel suppliers  to our  r.uston1tw; wilh no markup or profil lo TrHnpa 1=1ectric,

Kilowatt-Hours (kWh) •· Tl10 b.-1sir. mea:;uremenl of elGctric energy

Late Payment Charge - For past dut, alllounts rnore thrn1 $1O, thr, l;:ite pay1rn nl ch,1rge i:3 lhe orealer of $Ci or 1.5% of the past duu arnounl. For pasl due arnounts of $10 ot Jess, Hie late payment charrie is 1.5% of lh<  post duo amount.
Municipal Public Sorvic:o Tax - Mm1y municipalities levy  a tax  on the eler::lricity you 11se. It is co\leclerl lJy Tampa Eleclric ;Jnd paid lo tho 111u11icipaliiy.
Past Due - Previous charges lhr11 arn pc>r;t due <:1re subject to a lalo payment charq0 fee and rnoy result in disr.onnecrion.
Rate Schedule - The amount (rate) you pay depends on your cuslorne1 caie9ory. Thr. cm;t of prnvidi11q SHIVice varies with the customer nroup.
Share· A program c-o •sponsored by Tarnpa Flectric and thrJ Salvntion Anny fur customers lo lrnlp pay the 011ergy bills of custrnnem in need one time or monthly on your bill. Your contrib11lion is tax dl,ciuctible ancl is 1mitched by farnr:ia Elec:tric
Sun Select-- - The cos\ of producing nr1rirqy you pu1cl1<.1smi from cliix1icalm1 solar gcnC'ration facililicis You pay no fuel cilarne tor thH Sun Select portion o1 your bill.
Sun to Go•" - The arno11nt of electricity purchased from :;olar qerinrali11g sources se1v111 J ll1G Sun to C: t1 program, wl1ic:h provides opt1011al r0newable energy purcili'lses in 200 kWh blocks.
Total Amount Due - This montt1\; chi"H!Jf:S will lm pas! rlue <.11ter
tlie dale shown. THIS DATE DOf:.S NOT F.:XTE-ND TIIE DAH: ON
ANY PRf.:VIOUfo El/\LANCE:. ll's iinport;sm\ that you pay your bill
L11Jforn \11is cJJ\re to avoid inlerruplion of s,irvice.
Zap Cap Systems'- Surno protoclion for your home or business

 	a 4 T	E C C>.
6/111/T,,. T A M P A E L E C T R I C
A  N    E M  E R:A  COMPANY	ACCOUNT INVOICE
tampaelectric.com  I f W 'P S·1 in
Account:	221003010701
Statement Date:	11/11/2019
Current month's charges due  12/02/2019

Details of Charges - Service from 10/09/2019 to 11/06/2019

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201	Rate Schedule: General Service - Non Demand

Meter Location: SLPC

Meter Number
K88318

Read Date

11/06/2019

Current Reading
15,911

Previous Reading
14,291

=	Total Used
1,620 kWh

Multiplier
1

Billing Period

29 Days

Details of Charges - Service from 10/05/2019 to 11/05/2019

Tampa Electric Usage History

Basic Service Charge		$18.14		
Energy Charge	1,620 kWh @ $0.05916/kWh	$95.84		
Fuel Charge	1,6 20 kWh @ $0.03227/kWh	$52.28		
Florida Gross Receipt Tax		$4.26		
Electric Service Cost		$170.52		
Franchise Fee		$11.17		
Municipal Public Service Tax		$13.92		
State Tax		$17.17		
Total Electric Cost, Local Fees and Taxes			$212.78	

Kilowatt-Hours Per Day (Average)

201fJ	 		
OCT	 	5(1	
SEP	 	47	
AUG	 	45 	
JUL	 	46	
JUN	 	45 	
MAY	48	
APR	 	60	
MAR	51	
FEB	52	
JAN	34	
DEC 0		
NOV O
2018		

      NOV		66

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201	Rate Schedule: General Service • Non Demand
Meter Location: STREET LIGHTS SPLA

Meter Number
1000150039

Read Date
11/05/2019

Current Reading
8,118

Previous Reading
6,762

=	Total  Used
1,356 kWh

Multiplier
1

Billing Period
32 Days

Billing information continues on next page

Tampa Electric Usage History

Basic Service Charge			$18.14		
Energy Charge	1,356 kWh	@ $0.05916/kWh	$80.22		
Fuel Charge	1,356 kWh	@ $0.03227/kWh	$43.76		
Florida Gross Receipt Tax			$3.64		
Electric Service Cost			$145.76		
Franchise Fee			$9.55		
Municipal Public Service Tax			$11.97		
State Tax			$14.68		
Total Electric Cost, Local Fees and Taxes				$181.96	

Kilowatt-Hours Per Day (Average)

Page 3 of 6

Details of Charges - Service from 10/05/2019 to 11/05/2019

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201	Rate Schedule: General Service - Non Demand

Meter Location: STREET LIGHTS SPLB

Meter Number
1000054086

Read Date

11/05/2019

Current Reading
15,822

Previous Reading
14,261

=	Total Used
1,561 kWh

Multiplier
1

Billing Period

32 Days

Basic Service Charge Energy Charge

1,561 kWh @ $0.05916/kWh

$18.14
$92.35

Tampa Electric Usage History
Kilowatt-Hours Per Day (Average)

40

Fuel Charge	1,561 kWh @ $0.03227/kWh	$50.37		
Florida Gross Receipt Tax		$4.12		
Electric Service Cost		$164.98		
Franchise Fee		$10.81		
Municipal Public Service Tax		$13.48		
State Tax		$16.62		
Total Electric Cost, Local Fees and Taxes			$205 .89	

      NOV			 2018	 		
OCT	46
SEP	43
AUG	42
JUL	40
JUII	41
       MAY	43 
APR	 	46
MAR	1,1)
FEB	63
JAN			54
DEC	52
NOV			51
2018

Details of Charges - Service from 10/09/2019 to 11/06/2019

Service for: 4900 BRIDGE ST, TAMPA, FL 33611-3201	Rate Schedule: General Service - Non Demand

Meter Location: IRRIGATION

Meter Number
C55861

Read Date

11/06/2019

Current Reading
20,832

Previous Reading
20,082

=	Total Used

750 kWh

Multiplier
1

Billing Period

29 Days

Basic Service Charge Energy Charge
Fuel Charge
Florida Gross Receipt Tax Electric Service Cost Franchise Fee

750 kWh  @ $0.05916/kWh
750 kWh  @ $0.03227/kWh

$18.14
$44.37
$24.20
$2.22
$88.93
$5.82

Tampa Electric Usage History
Kilowatt-Hours Per Day (Average)
J1	26
OCT	44
SEP _._	12
AUG ..._._.	12
JUL 	,_.•._     z,i11oHl\o\o.,,j  29 JUN		31

Municipal Public Service Tax State Tax

$7.51
$8.96

MAY	39

---==

APR ---.--- -	33
MAR	31
FEB	====	JO

Total Electric Cost, Local Fees and Taxes	$111.22	JAN   --•-	JO
 		DEC	35

Total Current Month 's Charges

$711.85

NOV ...,.		26
2018

Important Messages
The billing periods of the individual meters of a multi-metered account may differ from the dates displayed, All the meters on suoh an account may not have been read on the same date due to their location on the property,

We continue to add more solar to our fuel mix
We're proud to be the state's top producer of solar energy per customer. Our existing solar projects can power more than
100.000 homes with the sun. Visit our solar page at tampaelectric.com/solar to learn more. For the 12-month period ending Sept. 2019, the percentage of fuel type used by Tampa Electric to provide electricity to its customers was N tural Gas & Oil* 84%, Coal 6%, Purchased Power 7% and Solar 3%. Tampa Electric provides this infonnation to our customers on a quarterly basis.
*Oil makes up less than 1%

Experience the power of nature at the Manatee Viewing Center

Open every

November I through April 15
10 a.m. to 5 p.m. daily
6990 Dickman Rd. Apollo Beach, FL 33572 (813) 228-4289 • Admission is free!

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NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 1 MASTER INFRASTRUCTURE IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase 1 Master Infrastructure Improvements hereby submits the foJlowing payment authorization for disbursement:

Payment Authoriution Number:
Name of Payee:
Payee's Invoice Number(s):
Amount Payable:
The undersigned hereby certifies that:

168
TECO
Accou.nt221003010701
$740.3S

1.	Obligations reflected in the amount set forth above have been validly incurred by the District, and

3.		The disbursement set forth above was incUl'I'ed in connection with the District's Westshore Marina District Phase 1 Master Infrastructure.hnprovements

The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY CDD		BOARD MEMBER ACKNOWLEDGEMENT AND

Signed:  	
VP of Design & Construction

Date: 	't		'Zf)	 	

Printed Name: Kevin Mays

Date:-   -   -   -	 	
Phase 1 PA 168	TECO	12.19.2019

New Port Tampa Bay Community Development District

Ratification of Westshore Marina District Phase 2 Master Infrastructure Improvements Payment Authorization Nos. 74-77

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 2 MASTER INFRASTRUCTURE IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase 2 Master Infrastructure Improvements hereby submits the following payment authorization for disbursement:

Payment Authorization Number:
Name of Payee:
Payee's In,·oice Number:
Amount Payable:

The undersigned hereby certifies that:

74
BWFirm, LLC Phase 2 = 19-072
$2,334.00

Obligations reflected in the amount set forth above have been validly incurred by the District, and
3.	The disbursement set forth above was incurred in connection with the Districfs Westshore Marina District Phase 2 Master Infrastructure Improvements
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on accowtt of any retained percentage which the District is at the date of such certificate entitled to retain.
Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

BOARD MEMBER ACKNOWLEDGEMENT AND

NEW PORT TAMPA BAY CDD

Signed:	
VP of Design & Construction

Printed Name=: D""r"e'"-w'"'--=L= oc=he"r"' 	_	Printed Name: Brian Van Slyke

Date: _ l o_ 

-/+-'-z-\,_)-+-_'2Q   .,.._.t:...4·._+----

Date:	/ o/z,/27

Phase2 PA 74	BWFirm	10.7.2019

I;\\'. FIRM UC	INVOICE

320 W Kenned)' Blvd. STE 220. Tampa. FL 33806	

Date: 81512D19	Invoice# 19-072

BIii To:
 New Port TampaCOD, LLC	

Job Information:

c/o BTI Partners, LLC	Westshore Marina District
 	
 5218 W Tyson Avenue		 4900 Bridge Street	
 Tampa, FL 33616		Tampa, FL 33611	

I.Supply Pavars for New Port Tampa COD Phase II
•Supply (4) pallets of 4x8 Shellock (Color: Sliver Sam)

DESCRIPTION OF WORK:

SUBTOTAL: $
Payment received $
BALANCE DUE: $

2,334.00

2,334.00

Please remit payment to:
BW FIRM LLC
320 W  Kcnnccly  Blvd. Ste 220
Tampa. Florida 33606

Terms: Due Upon Completion Billing Inquiries: (813) 955,,7866 THANK YOU FOR YOUR BUSINESS

NEW PORT TAMPA RAV COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 2 MASTER INFRASTRUCTURE IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase 2 Master Infrastructure Improvements hereby submits the following payment authorization for disbursement:

Payment Authorization Number:
Name of Payee:
Payee's Invoice Number:
Amount Payable:

The undersigned hereby certifies that:

75
BWFirm,LLC Phase 2	19·071
$28,327.00

Obligations reflected in the amount set forth above have been validly incurred by the District, and

3.	The disbursement set forth above was incurred in connection with the District's Westshore Marina District Phase 2 Master Infrastructure Improvements
The undersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

BOARD MEMBER ACKNOWLEDGEMENT AND

NEW PORT TAMPA BAY CDD

Signed:	
VP of Design & Construction

Printed Name: =D=-re"'"..'w.....L..=. oc.,...h.e.r..._ 	_

Printed Name: Brian Van Slyke

Date: - -

lO--i i)  z-1

+)--,M-

l---u-   -   -   -   - 

Date: _

_ I..C.V.,}_ z.t.....,,.....7_0,__	_	_	_
1

Phase 2 PA 75	BWFinn	10.7.2019

320 W Kennedy Blvd, STE 220, Tamga. FL 33806

Dabt: 10/3/2019	Invoice# 19-071

INVOICE

BIii To:
 New Port Tampa COO, LLC	

Job Information:

c/o BTI Partners, LLC	Westshore Marina District
 	
 5218 W Tyson Avenue		 4900 Bridge Street	
Tampa, FL 33616		 Tampa,  FL 33611	

◄nstllll1,530 SF of sidewalk panels

I.Completion of Sidewalk and Pavere @ Bridge Street & Tyaon (New Port Tampa COD Phase II)

-Install brick paven at above sidewalk
•Replace damages pavera by retention pond
-Install (2) FOOT Traffic Signs O Railroad Crossing

DESCRIPTION OF WORK:

SUBTOTAL: $
Payment received $
BALANCE DUE: $

28,327.00

28,327.00

Please remit payment to.
BW FIRM LLC
320 W Ke1111euy Blvd, Ste 220
1ampil. Florid;i 33606

Terms: Due Upon Completion Bllllng Inquiries: (813) 965-7866 THANK YOU FOR YOUR BUSINESS

NEW	PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 2 MASTER INFRASTRUCTURE
IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's (the "District's") Westshore Marina District Phase 2 Master Infrastructure Improvements hereby submits the following payment authorization for disbursement

Payment Authorization Number: 76
Name of Payee:	RIPA & Associates, LLC
Payee's Invoice Number:	PH2-Application 14RET
Amount Payable:	$116,965.24

The undersigned hereby certifies that:
Obligations reflected in the amount set forth above have been validly incurred by
the District, and

3.	The disbursement set forth above was incurred in connection with the District's
Westshore Marina District Phase 2 Master Infrastructure hnprovements

The widersigned hereby further certifies that there has not been filed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or will not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW PORT TAMPA BAY CDD

Signed: 	J	1.. ,,__,_. 
VP of Design Construction

BOARD MEMBER ACKNOWLEDGEMENT AND APPR	•	.F PAYMENT

Signed; _	 	
\},..'-fD-

Printed Nwne: Drew Locher

Printed Name: "K=-'e-v·=-'-i'n....M,_=a.._y.  s=--   -	-	-	- 

Date:---

NEW PORT TAMPA BAY COMMUNITY DEVELOPMENT DISTRICT

WESTSHORE MARINA DISTRICT PHASE 2 MASTER INFRASTRUCTURE
IMPROVEMENTS PAYMENT AUTHORIZATION

The undersigned, the Project Manager of the New Port Tampa Bay Development District's

)

(the "District' s11    Westshore Marina District Phase 2 Master Infrastructure Improvements hereby
submits the following payment authorization for disbursement:

Payment Authorization Number:
Name of Payee:
Payee's Invoice Number:
Amount Payable:

77
Xylem 3556990386
$1,115.00

The undersigned hereby certifies that:

.	Obligations reflected in the amount set forth above have been validly incurred by the District, and

3.		The disbursement set forth above was incurred in connection with the District's Westshore Marina District Phase 2 Master Infrastructure Improvements

The undersigned hereby further certifies that there has not been fi)ed with or served upon the District notice of any lien, right to lien, or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to the Payee set forth above, which has not been released or wi11 not be released simultaneously with the payment hereof.

The undersigned hereby further certifies that such requisition contains no item representing payment on account of any retained percentage which the District is at the date of such certificate entitled to retain.

Attached hereto are originals of the invoice(s) from the vendor of the property acquired or the services rendered with respect to which disbursement is hereby requested.

NEW  PORT TAMPA BAY COD	BOARD MEMBER

ACKNOWLEDGEMENT AND

Signed:		 VP of Design Construction

Printed Name: Drew Locher
Date: 	)_ /  'J f ·	_	_	Date: 	_

New Port Tampa Bay Community Development District

Review of District Financial Position

New Port Tampa Bay CDD
Statement of Financial Position As of 1/31/2020

Current Assets
General Checking Account Assessments Receivable Due From Other Funds Deposits
Total Current Assets

Total Assets

Current Liabilities
Accounts Payable
Notes and Loans Payable - Current Retainage Payable Phase 2
Total Current Liabilities

Total Liabilities

Net Assets
Net Assets, Unrestricted
Current Year Net Assets, Unrestricted

Net Assets - General Government
Current Year Net Assets - General Government

Net Assets, Unrestricted
Current Year Net Assets, Unrestricted

Net Assets, Unrestricted
Current Year Net Assets, Unrestricted

General	Debt Service S2006A Bond	

Assets		

$118,122.75 13,850.38		
$131,973.13	$0.00	
$131,973.13	$0.00	

$5,174.79			
555,739.38			

$560,914.17		
$0.00	

$560,914.17		
$0.00	

($52,323.50)			
(66,733.55)			
(358,685.33)			
48,801.34			

Liabilities and Net Assets

Debt Service S2006B Bond

$555,739.38
750.00
$556,489.38		$118,122.75 13,850.38
555,739.38
750.00
$688,462.51	
$556,489.38		$688,462.51	

$138,488.16
$138,488.16		

$5,174.79 555,739.38
138,488.16
$699,402.33	
$138,488.16		$699,402.33	

$512,963.17 (94,961.95)
$418,001.22		

($52,323.50)
(66,733.55)

(358,685.33)
48,801.34

0.00
0.00

512,963.17
(94,961.95)

($10,939.82)	
			
$556,489.38		$688,462.51	

$0.00

$0.00

$0.00

$0.00

Capital Projects	Total

Total Net Assets	($428,941.04)		$0.00		$0.00	
						
Total Liabilities and Net Assets	$131,973.13		$0.00		$0.00	

New Port Tampa Bay CDD

Debt Service S2006B Bond		Capital Projects		Total	

$6,344,325.00 (2,676.03)

$6,341,648.97		

$68,419.89
$68,419.89		
$67,100.00 (66,733.55)
9,952,148.97
989.69
6,344,325.00
(2,676.03)
68,419.89
$16,363,573.97	

$240.39 3,230.00

$3,470.39		

$10,858.30 3,510.00
3,217.01
145,783.24
$163,368.55		
$4,166.68 3,959.50
2,500.00
2.50
1,956.23
400.00
313.75
5,000.00
1,762.88
240.39
3,230.00
10,858.30
3,510.00
3,217.01
145,783.24
$186,900.48	

$6.18 (9.13)

($2.95)		

($13.29)
($13.29)		
($1.15) 6.18
(9.13)
(13.29)
($17.39)	
$6,338,175.63		($94,961.95)		$16,176,656.10	

($6,338,175.63)		
$512,963.17		
($16,187,595.92)	
$0.00		$418,001.22		($10,939.82)	

As of 1/31/2020

Revenues

General

Debt Service S2006A Bond

On-Roll Assessments	$67,100.00		
Inter-Fund Transfers In	(66,733.55)		
Other Income & Other Financing Sources			$9,952,148.97	
Inter-Fund Group Transfers In			989.69	
Other Income & Other Financing Sources				
Inter-Fund Group Transfers In				
Inter-Fund Transfers In				
Total Revenues	$366.45		$9,953,138.66	

 	  	

Expenses

Management	$4,166.68		
District Counsel	3,959.50		
Assessment Administration	2,500.00		
Postage	2.50		
Legal Advertising	1,956.23		
Web Site Maintenance	400.00		
Dues, Licenses, and Fees	313.75		
General Insurance	5,000.00		
Trustee Services			$1,762.88	
Trustee Services
Trustee Services Trustee Services				
District Counsel				
Capital Expenditures Phase 1				
Capital Expenditures Phase 2				
Total Expenses	$18,298.66		$1,762.88	

Other Revenues (Expenses) & Gains (Losses)

Net Increase (Decrease) in FV of Inv Interest Income
Net Increase (Decrease) in FV of Inv Net Increase (Decrease) in FV of Inv
Total Other Revenues (Expenses) & Gains (Losses)

Change In Net Assets

Net Assets At Beginning Of Year

($1.15)

$0.00		($1.15)	
($17,932.21)		$9,951,374.63	

($411,008.83)		
($9,951,374.63)	

Net Assets At End Of Year

($428,941.04)

$0.00

 	 	  	

New Port Tampa Bay CDD
Budget to Actual
For the month ending 1/31/2020	
		
YTD Actual			
YTD Budget		
YTD Variance			
FY 2020
Adopted Budget	

Revenues											
On-Roll Assessments	$	67,100.00	$	22,366.67		$	44,733.33		$	67,100.00	
Net Revenues	$	67,100.00	$	22,366.67		$	44,733.33		$	67,100.00	
General & Administrative Expenses
Public Officials' Liability Insurance Trustee Services
Management Engineering Dissemination Agent District Counsel
Assessment Administration Reamortization Schedule Audit
Travel and Per Diem Telephone
Postage & Shipping Copies
Legal Advertising Miscellaneous Website Fees
Dues, Licenses, and Fees General Insurance	

$	

-
- 4,166.68
-
- 3,959.50
2,500.00
-
-
-
- 2.50
- 1,946.00
- 400.00
313.75
5,000.00		

$	

600.00
4,000.00
4,166.67
1,666.67
333.33
5,000.00
833.33
166.67
1,666.67
166.67
20.00
83.33
166.67
500.00
96.67
800.00
166.67
1,933.33		

$	(600.00)
(4,000.00)
0.01
(1,666.67)
(333.33)
(1,040.50)
1,666.67
(166.67)
(1,666.67)
(166.67)
(20.00)
(80.83)
(166.67)
1,446.00
(96.67)
(400.00)
147.08
3,066.67		

$	

1,800.00
12,000.00
12,500.00
5,000.00
1,000.00
15,000.00
2,500.00
500.00
5,000.00
500.00
60.00
250.00
500.00
1,500.00
290.00
2,400.00
500.00
5,800.00	
Total General & Administrative Expenses	$	18,288.43		$	22,366.67		$	(4,078.24)		$	67,100.00	

Total Expenses	
  $	18,288.43 		
  $		
22,366.67 		
  $	(4,078.24)		
  $		
67,100.00 	
Net Income (Loss)	$	48,811.57	$	-		$	48,811.57		$	-	

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