WEST VILLAGES IMPROVEMENT DISTRICT

CITY OF NORTH PORT SARASOTA COUNTY REGULAR BOARD MEETING JANUARY 11, 2024
10:00 A.M.

Special District Services, Inc.
The Oaks Center 2501A Burns Road
Palm Beach Gardens, FL 33410

www.westvillagesid.org 561.630.4922 Telephone 877.SDS.4922 Toll Free 561.630.4923 Facsimile

AGENDA
WEST VILLAGES IMPROVEMENT DISTRICT
Chambers Room – City of North Port 4970 City Hall Boulevard North Port, Florida 34286
REGULAR BOARD MEETING & ATTORNEY-CLIENT SESSION
January 11, 2024
10:00 a.m.

Call to Order
Proof of Publication…	Page 1
Establish Quorum
Discussion Regarding Public Decorum at Board Meetings…	Page 2
Comments from the Public on All Agenda Items
Approval of Minutes
November 9, 2023 Regular Board Meeting Minutes…	Page 3
Attorney-Client Session Relative to Litigation	Page 23
General District Matters
Consider Resolution 2024-01 – Adopting Defense and Indemnification – Supervisor Meisel…	Page 24
Consider Approval of Lobbyist/Consultant Agreement with Capital City Consulting, LLC	Page 26
Consider Representation from Kutak Rock, LLP in Connection with the Modification of the
District’s Enabling Legislation…	Page 28
Unit of Development 1
Consider Ratification of Amendment to Solar Light Lease Agreement…	Page 30
Consider Resolution 2024-02 – Authorization of RFQ to Prequalify Landscape Contractors…	Page 32
Discussion Regarding New Paver Crosswalks on Playmore and West Villages Parkway Intersections…	Page 60
Unit of Development 3
Consider Approval of Amendment to Rate Study Agreement for Additional Services…	Page 62
Review of Chart of Survey of Irrigation Water Rates…	Page 64
Unit of Development 6
Consider Approval of Work Authorization No. 3 Amendment 03 for Regulatory Assistance
Services for Reuse Distribution System Florida Department of Environmental Protection Permit…	Page 65
Consider Approval of Agreement between the District and A.M.C. Contracting, Inc. for
Irrigation Distribution Line Repairs…	Page 68
Consider Approval of Funding Agreement for Irrigation Distribution Line Repairs…	Page 80
Unit of Development 10
Consideration of Matters Related to Financing
Consider Approval of Preliminary Master Engineer's Report…	Page 87
Consider Approval of Preliminary Master Assessment Report…	Page 106
Consider Resolution 2024-03 – Declaring Master Special Assessments…	Page 121
Consider Resolution 2024-04 – Setting a Public Hearing on Master Assessments	Page 126
Consider Resolution 2024-05 – Authorizing Bond Validation…	Page 128

Administrative Matters
District Engineer
District Attorney
District Operations Manager
District Manager
Board Member Comments
Adjourn

Publication Date 2023-12-29

Subcategory Miscellaneous Notices

NOTICE OF REGULAR BOARD MEETING WEST VILLAGES IMPROVEMENT DISTRICT
Notice is hereby given that the Board of Supervisors (Board) of the West Villages Improvement District (District) will hold a Regular Board Meeting (Meeting) of the Board on January 11, 2024, at 10:00 A.M. in the Chambers Room of the City of North Port located at 4970 City Hall Boulevard, North Port, Florida 34286.
The Meeting is open to the public and will be conducted in accordance with the provisions of Florida law for improvement districts. A copy of the agenda for this Meeting may be obtained by contacting the District Manager by email at wcrosley@sdsinc.org, by telephone at 941-244-2805, or by visiting the Districts website, westvillagesid.org. This Meeting may be continued to a date, time, and place to be specified on the record at the meeting.
Pursuant to the provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this Meeting is asked to advise the District Office at least forty-eight (48) hours prior to the meeting by contacting the District Manager at 941-244-2805. If you are hearing or speech impaired, please contact the Florida Relay Service by dialing 7-1-1, or 1-800-955-8771 (TTY)/1-800-955-8770 (Voice), for aid in contacting the District Manager.
Each person who decides to appeal any action taken at this Meeting is advised that person will need a record of the proceedings and that accordingly, the person may need to ensure that a verbatim record of the proceedings is made, including the testimony and evidence upon which such appeal is to be based.
William Crosley, District Manager West Villages Improvement District
WEST VILLAGES IMPROVEMENT DISTRICT
www.westvillagesid.org
PUBLISH: SARASOTA HERALD TRIBUNE 12/29/23

Page 1

Remarks by WVID Chairman John Luczynski
Public Decorum at WVID Board of Supervisors Meetings
Updated: August 7, 2023

I’d like to take a few moments today to review the West Villages Improvement District public comment
policy, specifically as it relates to public decorum during meetings and workshops.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. However, outbursts during recent meetings have made it clear it was not only necessary for the Board to review the policy, but also take steps to ensure it is being properly enforced.

The policy, which was approved in 2016, definitively states:

Community members wishing to speak must direct their comments to the Board as a whole, not
a specific member of the Board or any staff member.

No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff or community members.

The WVID policy gives the chairman or presiding officer the discretion to remove attendees who disregard the rules from the meetings. In this scenario, the presiding officer may declare a recess and contact local law enforcement. If a person does not immediately leave the premise, the presiding officer may request that the person be placed under arrest.

The prevalence of disruptive behavior by some attendees has proven there is a need to strictly enforce the WVID public comment and public decorum policy. This includes adding a law enforcement presence, who will have the authority to remove attendees who have been deemed unruly and out of order.

The WVID Board of Supervisors encourages citizen participation and appreciates civil feedback from attendees. Thank you for your cooperation and support so that we may conduct business in a respectful and professional manner.

WEST VILLAGES IMPROVEMENT DISTRICT REGULAR BOARD MEETING
NOVEMBER 9, 2023

CALL TO ORDER

The November 9, 2023, Regular Board Meeting of the West Villages Improvement District (“WVID” or the “District”) was called to order at 10:02 a.m. in the Chambers Room of the City of North Port located at 4970 City Hall Boulevard, North Port, Florida 34286.

PROOF OF PUBLICATION

Proof of publication was presented which showed the notice of the Regular Board Meeting had been published in the Sarasota Herald-Tribune on November 1, 2023.

ESTABLISH A QUORUM

It was determined that the attendance of the following Supervisors constituted a quorum, and it was in order to proceed with the meeting:

Chairman	John Luczynski	Present in person	
Vice Chairman	Steve Lewis	Present in person	
Supervisor	Tom Buckley	Present in person	
Supervisor	Christine Masney	Present in person	
Supervisor	John Meisel	Present in person	

Staff members in attendance were:

District Manager	William Crosley	Special District Services, Inc.	
District Manager	Todd Wodraska	Special District Services, Inc.	
Assessment and Budget Consultant	Michael McElligott	Special District Services, Inc.	
Assessment Consultant	Andrew Karmeris	Special District Services, Inc.	
District Counsel	Lindsay Whelan	Kutak Rock LLP	
District Engineer	Giacomo Licari	Dewberry	

Also present were those indicated on the attached sign-in sheet.

DISCUSSION REGARDING PUBLIC DECORUM AT BOARD MEETINGS

Chairman Luczynski reviewed the District’s public comment policy that was adopted in 2016 and read aloud remarks that pertain to the policy, which is attached to these minutes.
COMMENTS FROM THE PUBLIC FOR ALL AGENDA ITEMS

Ghyll Theurer noted her concerns with Supervisor Meisel’s indemnification resolution and what actions it relates to. If actions are within the scope of being a Board Member then she is supportive, but if the actions at issue were taken as a private citizen and not a representative of the Board then she does not believe that the Board cannot approve the indemnification.

Fred Pasquesi had questions on the purpose of the Unit 6 assessment and inquired with the Board whether they felt it was fair and equitable.

Larry Cobb stated that Mr. Meisel’s actions continue to cost the District more money with every action he takes, and his litigious nature should be at his expense. Mr. Cobb asked the Board to not approve Resolution 2023-26. A copy of his statement was provided for the record.

Commander Jim Cranston requested that the District Board not approve Resolution 2023-26 relative to the indemnification of Mr. Meisel for defense of his non-job-related activities and asked why taxpayer money would be spent to defend his misfeasance including fundraising for litigation against the District, acting with malfeasance by distributing false and inaccurate information, and violating guidance and requirements of Commission on Ethics. He stated that the community deserves a good ethical servant.

Debbie Yasegian stated that she concurred with Commander Jim Cranston’s statements.

Paul Maloney noted that he was also against the Board approving Resolution 2023-26 because he believed Mr. Meisel’s actions were as a private citizen and not as a Board member. He stated that Mr. Meisel, through social media, has provided misinformation on various topics such as the well availability fee amounts which have been established as not accurate and the new school site and wastewater treatment plant site land transactions. Mr. Maloney stated that Mr. Meisel claimed the irrigation rates are egregious but the District’s current rate study consultant has found that the current rates are not adequate to support the operation of the system, and has spurred litigation at cost to District residents. Mr. Maloney additionally stated that without authorization from the Board, Mr. Meisel obtained an independent consultant to undermine the District’s position on urbanization and in his opinion these actions are outside the scope of his role as a Board Supervisor and the District should not be funding private actions.
Manager Crosley read a statement from Neil Brady in opposition of Resolution 2023-26 which will also be entered into the record.
APPROVAL OF MINUTES
June 19, 2023, Budget Workshop

Supervisor Meisel made a MOTION to delay the approval of the June 19, 2023, Budget Workshop minutes until the December meeting to ensure accuracy in the minutes provided as he felt that they lacked significant detail. Todd Wodraska explained that Workshop minutes were summary in nature, particularly Workshop minutes since no Board action is taken during the Workshop meeting. Chairman Luczynski confirmed with staff that they had reviewed the minutes and believe them to be an accurate reflection of the discussions held at the Workshop. Supervisor Meisel indicated that he did not recall discussing the Unit 6 assessment and that he believes that the

irrigation litigation costs should be included as Unit 3 expenses until a Sunshine Law claim was alleged in the Gran Paradiso POA (GPPOA) irrigation lawsuit. Supervisor Lewis then inquired what benefit delaying the adoption of the Workshop minutes would provide given that they are meant to be summary in nature. Michael McElligott from SDS opined that he was also present at the Workshop and had a chance to review the minutes and that they are an accurate description of the matters discussed. Ms. Whelan explained that she was present via telephone at the Workshop meeting, has reviewed the minutes in the agenda package and that they are an accurate reflection of the discussion held on that day. She also noted that if Supervisor Meisel wants additional discussion points included in the minutes that are not presently reflected, he could make a request before the Board voted on them.

The MOTION failed for lack of a second.

The Board approved the minutes with a suggested change from Supervisor Meisel to reflect that he believes that the irrigation litigation costs should be included in Unit 3 until the Sunshine Law claim was alleged in the GPPOA irrigation lawsuit.

A MOTION was made by Ms. Masney, seconded by Mr. Lewis approving the June 19, 2023, Budget Workshop minutes, amended to reflect a suggested change from Supervisor Meisel that he believes that the irrigation litigation costs should be included in Unit 3 until a Sunshine Law claim was alleged in the GPPOA irrigation lawsuit. Upon being put to a vote, the MOTION carried 4 to 1 with Mr. Meisel dissenting.

October 12, 2023, Public Hearing & Regular Board Meeting
Mr. Meisel stated that he wanted additional language in the meeting minutes to reflect that he had conversations with Englewood Water District. Todd Wodraska stated that this discussion was already included in the minutes. Ms. Whelan read an excerpt from the minutes confirming that it was to Mr. Meisel’s satisfaction. Messrs. Lewis and Luczynski indicated that it was consistent with their recollection of what happened and already reflected Mr. Meisel’s requested changes.

A MOTION was made by Mr. Buckley, seconded by Mr. Lewis, and passed unanimously approving the minutes of the October 12, 2023, Public Hearing & Regular Board Meeting, as presented.

ATTORNEY-CLIENT SESSION RELATIVE TO GRAN PARADISO HOA IRRIGATION LITIGATION

Chairman Luczynski commented that there was no need for a shade session this month.

GENERAL DISTRICT MATTERS

Consider Resolution No. 2023-25 – Adopting a Fiscal Year 2022/2023 Amended Budget

Resolution No. 2023-25 was presented, entitled:

RESOLUTION NO. 2023-25

A RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT ADOPTING AN AMENDED FISCAL YEAR 2022/2023 BUDGET.

Mr. Crosley presented the amended budget for FY 23, which is required to be completed within 60 days and is a look-back at the prior fiscal year to make sure that expenditures track actuals. This practice also avoids an audit finding.

Chairman Luczynski commented that debt assessments were down. Michael McElligott explained that occurs for two reasons, first- Special District Services had to budget the November payment to coordinate billing in advance, but the November payment usually is paid in a different year than it was booked in, and second- revisions to final the allocation of assessments collected using direct bill versus the on-roll process is required.

Mr. Luczynski inquired about the impact of the Thomas 167 property. Mr. McElligott confirmed that the revenue needed to be budgeted as if the District would collect, even though it seemed unlikely any payment would be received at present.

Mr. Luczynski inquired about the budgeting of $1.4 Million in excess revenues not included in the amended budget such as transportation impact fees and insurance proceeds from Hurricane Ian.

Mr. Luczynski also asked about the infrastructure maintenance being $3 Million more. Mr. McElligott explained that these expenses were due to hurricane cleanup and U.S. 41 expenses which were not budgeted for since expenditures being spent in FY 23 were funded from money on hand (i.e., impact fee revenues, and not from assessments).
Mr. Meisel inquired as to the manner of funding of the U.S. 41 project. Messrs. Lewis and Luczynski explained it was being funded by WVID with funds on hand and deficit funded by the Master Developer for all remaining funds. Ms. Whelan explained that this was discussed in detail a few meetings ago, that the District was utilizing impact fee revenues to fund that project. There is no current Board desire to issue additional bonds to fund the remainder of the costs per prior discussions at Board meetings, and so the Master Developer entered into an agreement to fund any balance of the project not funded by the District with money on hand.

Mr. Meisel inquired with Ms. Whelan about whether we were able to exceed budgeted expenditures. Ms. Whelan responded affirmatively that the District has unforeseen expenses all the time that we have to fund. Todd Wodraska explained the assessment and budgeting process.

Mr. Meisel asked Ms. Whelan if the District should adopt an amended budget throughout the year, as expenditures exceed actuals. Ms. Whelan responded the statute only requires adoption of an amended budget within 60 days of the end of the fiscal year. Mr. Meisel stated that he wanted the Board to consider adopting budget amendments throughout the year. Mr. Lewis asked SDS if their staff could provide a monthly update to satisfy this request and the Board concurred.

Mr. Meisel inquired about who authored the assessment letters that went to all District residents. Ms. Whelan responded that her firm, Kutak Rock, prepares a form letter based on state law requirements, and SDS fills in the specific information. Mr. Meisel inquired as to whether two public hearings were held. Ms. Whelan confirmed that a public hearing was held on the budget and a public hearing was held on assessments. It is common practice for staff to take all public comments for both hearings at the same time.

A MOTION was made by Mr. Lewis, seconded by Mr. Buckley adopting Resolution No. 2023- 25, as presented. Upon being put to a vote, the MOTION carried 4 to 1 with Mr. Meisel dissenting.

Consider Resolution No. 2023-26 Adopting a Defense and Indemnification – Supervisor Meisel

Resolution No. 2023-26 was presented, entitled:

RESOLUTION 2023-26

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT PROVIDING FOR THE DEFENSE AND INDEMNIFICATION OF A BOARD MEMBER; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

Ms. Whelan stated that the District previously adopted an indemnification policy with respect to the defense and indemnification of Board Members. This Resolution 2023-26 provides for the defense and indemnification of Supervisor Meisel in an administrative proceeding initiated against him last month consistent with that policy. As with other complaints, the Board will need to make a determination as to whether to approve the indemnification request. However, note that indemnification cannot be provided for acts which are outside the scope of a person’s public role (i.e., WVID Supervisor). She noted that as with other administrative complaints, this complaint has been forwarded to the District’s insurance provider which is still reviewing relative to confirmation of coverage. Supervisor Lewis inquired as to who selected the specific law firm. Ms. Whelan responded that the law firm of Bentley Goodrich Kison, P.A. was requested by Supervisor Meisel.

Mr. Meisel made a MOTION to table consideration of Resolution No. 2023-26 until receipt of insurance determination on coverage, seconded by Mr. Lewis, and passed unanimously.

Consider Amendment to BrightView Landscape Maintenance Agreement for U.S. 41 Property

Mr. Crosley presented the proposed amendment to the BrightView landscape maintenance agreement to provide enhanced maintenance for high visibility areas within the District. There was Board discussion on the frequency of maintenance, costs and related matters.

A MOTION was made by Mr. Lewis, seconded by Mr. Meisel, and passed unanimously approving the Amendment to the BrightView Landscape Maintenance Agreement for U.S. 41

Property for a not to exceed amount of $103,000 annually for U.S. 41 Right of Way Maintenance of the non-improved areas.

UNIT OF DEVELOPMENT NO. 3

Discussion Regarding Matters Related to Gran Paradiso Litigation

There was no report regarding this matter.

UNIT OF DEVELOPMENT NO. 7

Consideration of Matters Related to 2023 Financing

Consider Resolution No. 2023-27 – Ratifying Actions Related to Issuance of Series 2023 Bonds (Villages F-3 and G-1B)
Resolution No. 2023-27 was presented, entitled:

RESOLUTION 2023-27

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT RATIFYING, CONFIRMING, AND APPROVING THE ISSUANCE OF THE WEST VILLAGES IMPROVEMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS (UNIT OF DEVELOPMENT NO. 7), SERIES 2023 (VILLAGES F-3 AND G- 1B); RATIFYING, CONFIRMING, AND APPROVING THE ACTIONS OF THE CHAIRMAN, VICE CHAIRMAN, TREASURER, SECRETARY, ASSISTANT SECRETARIES, AND ALL DISTRICT STAFF REGARDING THE ISSUANCE AND CLOSING OF THE WEST VILLAGES IMPROVEMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS (UNIT OF DEVELOPMENT NO. 7), SERIES 2023 (VILLAGES F-3 AND G- 1B); DETERMINING SUCH ACTIONS AS BEING IN ACCORDANCE WITH THE AUTHORIZATION GRANTED BY THE BOARD; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
Ms. Whelan discussed that the District closed on its $4,805,000 Series 2023 Bonds relative to the neighborhood infrastructure within Villages F-3 and G-1B in Unit 7 on October 17, 2023. Pursuant to the prior delegation of authority given by the Board, certain of the District’s officers and staff were required to take certain actions prior to the issuance of the Bonds to close, including the execution of various closing documents. This resolution ratifies all the actions of the District’s officers and staff in relation to the sale of the 2023 Bonds.

A MOTION was made by Mr. Buckley, seconded by Mr. Lewis and passed unanimously adopting Resolution No. 2023-27, as presented.

ADMINISTRATIVE MATTERS

District Engineer

Mr. Licari reported that the Islandwalk outfall structure and West Villages Parkway irrigation connection projects were substantially completed. The Playmore resurfacing has not begun as of yet. The District is waiting on Ajax to provide a schedule. Chairman Luczynski suggested District staff coordinate the work with other work that the Master Developer is doing with this contractor to help expedite scheduling and completion.

District Attorney
Ms. Whelan stated that there was nothing new to report relative to the GPPOA irrigation litigation.

Relative to the assessment litigation, Ms. Whelan discussed that, as the Board is aware, the District had an emergency injunction hearing scheduled for November 8, 2023. In preparation of that emergency hearing on November 6, 2023, the District filed an Answer, Response to Motion for Emergency Injunction Hearing, and Motion for Summary Judgment relative to the Plaintiffs’ claims that WVID did not properly post its proposed budget on the website, which the District disputes. On November 7, 2023, the District received a notice of cancellation of the hearing and a withdrawal of the Motion for Emergency Injunction Hearing without explanation from opposing counsel. The District’s litigation team views this as a positive development in its defense relative to the assessment litigation. The District is currently attempting to schedule a hearing on its Motion for Summary Judgment, which will likely occur in late December or early January. District staff will keep the Board apprised of updates on the upcoming hearing date once it gets scheduled.
Ms. Whelan also stated that as discussed by Supervisor Meisel at the last meeting, District staff has confirmed since that meeting that a lawsuit was filed against the District relative to its urbanization calculation by WVID resident David Fernstrum. A case management conference has been set for May 3, 2024, at 1:30 p.m.

Finally, at the last meeting the Board directed legal counsel to research whether Supervisors have personal exposure or liability under the Florida ethics laws for failing to report or take actions with respect to ethics violations of another Supervisor. Ms. Whelan reported that based on her firm’s research, ethics laws do not require an affirmative duty to report alleged violations of or otherwise take action against fellow Supervisors.

District Operations’ Manager

Mr. Johanneman reported that the Operations team was working on getting bids for Gran Paradiso gatehouse and monument repair.

District Manager

Mr. Crosley advised that the next meeting was scheduled for December 14, 2023.

Mr. Crosley reported that he, Chairman Luczynski, FDOT representatives, and representatives of the FDOT landscape architect, Dix-Hite, met on how to attenuate noise relative to the River Road roadway widening project, and created a plan. Community engagement meetings are planned to be held in the future. Mr. Lewis asked if a community wants more attenuation is it able to install additional landscaping? Mr. Crosley responded affirmatively that it was a possibility. Mr. Luczynski noted that the budget for the attenuation project includes $800,000 of plant material that will be installed within FDOT rights-of-way and easements. HOAs can install additional plants within the property they own that abuts River Road. Mr. Crosley stated this information had been communicated to HOA leadership and they appreciated the District’s assistance and coordination with FDOT.

BOARD MEMBER COMMENTS

Mr. Meisel stated that he does not feel that there is a conflict with his service as the West Villagers 4 Responsible Government (WV4RG) President and his efforts to fundraise for lawsuits against the District and also stated that in his opinion the Florida ethics statutes only relate to voting conflicts. Ms. Whelan clarified for the record that ethics statutes relate to a vast amount of prohibited behavior and conflicting relationships, in addition to voting conflicts.

Mr. Meisel inquired as to whether the District is being sued by the Master Developer. Ms. Whelan confirmed that to-date the District has not been sued by the Master Developer. She explained that the Master Developer has attempted to intervene in the GPPOA irrigation litigation in an attempt to have the preliminary injunction order set aside for various reasons.
Mr. Lewis commented that in Mr. Meisel’s recent letter to constituents he makes allegations that the school site and Wastewater Treatment Plant (WWTP) land transactions were improper because they violate existing utility agreements. However, the utility agreements he references in his email to his PAC supporters do not discuss the WWTP land sale transaction at all and relate to agreements between the City and the Master Developer or the District to which the County/School Board is not even a party. As a result, the information being disseminated by Mr. Meisel is not true. Supervisors need to ensure that the information they are providing to the public is accurate and not false or misleading. He stated that Supervisors are entitled to their opinions, but not to revising facts.

Mr. Luczynski concurred and stated that the Post Annexation Agreement referenced by Mr. Meisel in his letter to PAC supporters does not relate to either the WWTP property or the School Board property. Mr. Meisel concurred that was an accurate statement.

Mr. Lewis stated that the total cost of the public infrastructure improvements for the Wellen Park project was never going to be recouped by the Master Developer. For example, for the last Unit 9 requisition processed there was $5 Million of eligible public infrastructure improvements costs that were left unfunded by the District. This happens with every single requisition for every single bond issuance. As a result, the Master Developer will never be made whole for the investment of public infrastructure necessary for the development of Wellen Park. Mr. Lewis stated that further, even if 5 years ago the Master Developer received $2 Million for a land sale transaction that it

should not have, to cure that defect the Master Developer would essentially write a check back to the District for that $2 Million and then contemporaneously submit a requisition request for $2 Million of additional unfunded public infrastructure for Unit 9 or others. The total amount being recouped by the Master Developer is the same in either scenario. He stated that in his opinion, there is no incentive to cheat when there are more infrastructure costs incurred than will ever be recouped by the Master Developer.

Mr. Luczynski gave an update on he and Mr. Crosley’s meeting with Englewood Water District (EWD). EWD confirmed that it has no desire to modify, amend or extend the existing EWD agreement which terminates in March 2024. After termination of the existing agreement in March 2024, EWD is willing to provide excess reclaimed water to the District in the future, should they have it available. However, the seasonal timing of when they can provide that water to the District is presently when we cannot take the water, so functionally at this time we are not able to get additional reclaimed water from EWD. If the opportunity arises to provide the District water, however, EWD will reach out to us to negotiate a new agreement at that time.

In the future, EWD has plans to build a future wastewater treatment plant within the District on land currently owned by the Master Developer. The District is hopeful that the plant will deliver at least 7,000 GPD in the future, at which time WVID will negotiate and enter into a new agreement with EWD. He is hopeful that we can also potentially negotiate a bulk rate at that time.

Messrs. Luczynski and Meisel had discussions on the source of reclaimed water, sizing of irrigation improvements and ponds, and related miscellaneous matters.
ADJOURNMENT

There being no further business to come before the Board, the Regular Board Meeting was adjourned at 11:39 a.m. on a MOTION made by Mr. Lewis, seconded by Mr. Buckley and passed unanimously.

Secretary/Assistant Secretary	Chair/Vice Chair

WEST VILLAGES IMPROVEMENT DISTRICT

SIGN-IN SHEET

MEETING DATE:	November 9, 2023

Please print your name & address below.

Print Name LEGIBLY

Address/Company

{3p/o +lv9
:r;""' CM&	r'"c?N

I/J%CJ b/41; , c /011) 0	0
ZcJ.tfcJ c u-Nf./t& (7	JJ
	 11 a3	A ½?nciv t1q

		\?--'1'3 }<_,c.l'. :)1  0R,vY 3 ,_
sft	-I\ba._o._ /v'--S	l	'71] Kl '\t,p	y

'y		;C/JSJ L/LfP(t&a Sf. 3-lde?d

1f,e J P«_s J	rs-,,

flauI	4/ Ci /o.riC?'1

1 3> l.,/	cc:avt\-,	I• \ ,\	c.-1 s'--I1 CJ.J
is71/IJ	¼/vV!ct	I 	.?'1;24_3
,I

/l{J 6/	, 4#{lulc1J		3(c2?3	
/qrl '0/ 	&:i,'l?flRL-10 6ff'	, 4t;2q3	

IJo8	--1  &,R1'4-b-er	#3.3?	0;,€-9_;J/ '1d /)v  --7t)Z9
12.1,vlk/J	/J.y, Le: I<	,,') D' i 3359	('.JBA! ViJ 	,a li  3c/ J rJ

WVID Supervisors, staff, ladies and gentlemen:

The specific purpose of a D&O Policy is to Indemnify and Defend the actions of a Director or Officer while doing the work of, and performing the duties ascribed to the office they hold.
In the case of Supervisor Meisel, there is a rather lengthy record of actions, public statements, and ongoing litigation entirely outside the scope of his elected office as Supervisor. These activities appear more in the realm of personal interests and causes rather than on behalf of the Improvement District. In fact, they seem more in opposition to the Improvement District, and no where near performed while engaged in Improvement District business.

Upon reflection, I am drawing a blank when listing positive accomplishments of Supervisor Meisel during his first year in office. On the other hand, my taxes and fees have increased to pay for useless litigation he sponsors and pushes forward. These increases are only partial payments since the causes he supports will drive further increases should he stay on the same track.

I urge the Board to NOT pass Resolution 2023-26, which includes activities allegedly related to WV4RG. Reserve Indemnification and Defense for Supervisors clearly engaged in conducting District business.

As a side note, I am very happy with the incredible gift of this community given by the Developers, homebuilders, Improvement District, and North Port. My cost of living is far lower than anywhere I've ever lived. My lifestyle, opportunities, and quality of life far exceed my expectations. I had no idea that this community would blossom as it has when moving to a barren patch of land a few years ago. I can list a dozen issues more important to me than my water rates in 2123, or how I might manipulate Board elections to give control to the largest development. Can we please simply get on with the important business of building one of the best communities in our nation.

Thank you Neil Brady
11799 Alessandro Ln

CO f' i'	t,J II I l.J

Good morning WVID Supervisor, Staff, ladies and gentlemen.

I am CDR Jim Cranston, from Gran Paradiso. I have come today to implore the supervisors to vote against Resolution 2023-26, which would indemnify and pay for John Meisel's legal defense expenses, against several ethics complaints, filed against him, with the Florida Commission on Ethics.
Please ask yourself, why should WVID taxpayer money, be spent on the defense of John Meisel's actions and malfeasant statements against, the same board, upon which he was elected to serve? Why would you pay for someone to hurt you and your community?
The continuous misbehavior by John Meisel has siphoned off & wasted District resources, both the valuable/finite staff resources and "our" money, yours and mine. Here are some examples of his anti-WVID actions.

As an elected, sitting WVID supervisor, he has:

Initiated and continues to raise money, funding litigation against the District,
Rallied the public against WVID initiatives, by distributing publicly, malfeasant misinformation, verbally, on-line/YouTube and in-writing,
Violated the opinions, guidance and recommendations from the FL Commission on Ethics in January 2023,
Publicly distributed misinformation and falsehoods WRT WVID deficit funding, bonding and area/land use agreements.
Our community deserves a good, ethical public servant, who places the fiduciary interest of our community, Wellen Park and West Villages, ... above their own questionable agenda. Should the Florida Commission on Ethics find that John Meisel's behavior, does not befit the public office he was elected to,... then he must be held personally and individually accountable.

THEREFORE, please vote "NO" on Resolution 2023-26, for the District should not indemnify John Meisel nor pay his legal freight, for his EXTRA-CURRICULAR, non-job related activities.

Thank you for the opportunity to address you.
My best,

Jim Cranston, CDR/USN(Ret) USCG Lie. Ship's Master
860-884-1233

WEST VILLAGES IMPR2)7EMENT DISTRICT

SPEAKER'S FORM
H you wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA lTEM PLEASE COMPLETE TIDS SETION.

NAME: 	
AGENDA [TEM NUMBER: 	  Jre::::.....<ah'---"""'--'uo:i...:,Ai_---=,;2,.....:=@==------=---;J..--=3'----;]_....c...=.te 	_

RELATING TO: - 4-So'<d-=+-1..::1..«...::::c,:..:.i.<r::--L..T_......:;  ;#;...L. ;;;	----e::;::.Q-= ::..::...Ft....i..:c!44::z....i...:::! e----------	

Please return this form to the District Manger prior to the agenda item being brought fonvard by the District Supervisors.
Meeting procedure: By submitting a "request to speak" card to the District Manager the public may comment during the course of the meeting: (1) Speakers may not comment w,der Public Comment at the beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on all scheduled Agenda items at the time the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item Number you wish to speak to. Please wait until you are recognized by the District Chairman, state your Dame so that your comments may be properly recorded and limit your remarks to a period of three (3) minutes or less. The District Supervisors will act on an Agenda ftem after comments from the Staff and Public have been heard.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

	No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff or community members.

The WVID policy gives the chairman or presiding officer the discretion to remove attendees who disregard the rules from the meetings. In this scenario, the presiding officer may declare a recess and contact local law enforcement. If a person does not immediately leave the premise, the presiding officer may request that the person be placed under arrest.

The prevalence of disruptive behavior by some attendees has proven there is a need to strictly enforce the WVID public comment and public decorum policy. This includes adding a law enforcement presence, who will have the authority to remove attendees who have been deemed unruly and out of order.

The WVID Board of Supervisors encourages citizen participation and appreciates civil feedback from attendees. Thank you for your cooperation and support so that we may conduct business in a respectful and professional manner.

./
WEST VILLAGES IMPROVEMENT
DISTRICT

SPEAKER'S FORM
If you wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA ITEM PLEASE COMPLETE TIDS SETION.

NAME:	

AGENDA ITEM NUMBER:----=-----------------------
RELATING To,	w v t o	Bv   tl	 ¼ f (} . ,\  6?	1 v--.,,..;; Jr;:Jr-
Please return this form to the District Manger prior to the agenda item being brought forward by the District Supervisors.
Meeting procedure: By submitting a "request to speak' card to the District Manager, the public may comment during the course of the meeting: (1) Speakers may not comment under Public Comment at tl1e beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on alt scheduled Agenda items at the time the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item	umber you wish to speak to. Please wait until you are recognized by the District Chainnan, state your name so that your comments may be properly recorded and limit your remarks to a period of three (3) minutes or less. The District Supervisors will act on an Agenda Item after comments from the Staff and Public have been heard.

The WVID policy Includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks-against the Board, staff or community members.

The WVID policy gives the chairman or presiding officer the discretion to remove attendees who disregard the rules from the meetipgs. In this scenario, the presiding officer may declare a recess and contact local law enforcement. If a person does not immediately leave the premise, the presiding officer may request that the person be placed under arrest.

The prevalence of disruptive behavior by some attendees has proven there is a need to strictly enforce the WVID public comment and public decorum policy. This includes adding a law enforcement presence, who will have the authority to remove attendees who have been deemed unruly and out of order.

The WVID Board of Supervisors encourages citizen participation and appreciates civil feedback from attendees. Thank you for your cooperation and support so that we may conduct busine5s in a respectful and professional manner.

WEST VILLAGES IMPROVEMENT DISTRICT

SPEAKER'S FORM
If you wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA ITEM PLEASE COMPLETE TIDS SETION.
NAME: /_ry  Co/)>
AGENDA ITEM NUMBER-: -7,.---=--'3_-_2-_b,	
RELATING TO: _'f;vrI_&_ 	,.	

Please return this form to the District Manger prior to the agenda item being brought forward by the District Supervisors.
Meeting procedw-e: By submitting a 'request to speak" card to the District Manager, the public may comment during the course of the meeting: ( l) Speakers may not comment under Public Comment at the beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on all scheduled Agenda items at the ti.me the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item Number you wish to speak to. Please wait until you are recognized by the District Chairman, state your name so that your comments may be properly recorded and limit yow- remarks to a period of three (3) minutes or less. The District Supervisors will act on an Agenda ltem after comments from the Staff and Public have been heard.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff or community members.

The WVfD policy gives the chairman or presiding officer the discretion to remove attendees who disregard the rules from the meetings. In this scenario, the presiding

WEST VILLAGES IMPROVEMENT	/
DISTRICT

SPEAKER'S FORM
Hyou wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA ITEM PLEASE COMPLETE THIS SETION.
NAME:  Colfff'Oc1:etLJe£	L	t1 t;41AI
AGENDA ITEM NUMBER: - £==.e==---5.;;:i...._---=2==:o:::...z'-<:...L. ----=z_.::=....!5(, -------------	

RELATING TO: 	.:; ....:...ll=-,AA=...:t./ ,J,;Jd::::;.f'.'2,:..:...._.i.,c..,:.c-='....1td:L..{i...:;r...!.!:l{,f:Uef:=·-r....:...•·_,_{,_,=C<?,""-....:...-!t.r....:....""'---· ---------------
'
Please return this form to the District Manger prior to the agenda item being
brought forward by the District Supervisors.

Meeting procedure: By submitting a "request to speak'' card to the District Manager, the public may comment daring the course of the meeting: (I) Speakers may not comment under Public Comment at the beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on all scheduled Agenda items at the time the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item Number you wish to speak to. Please wait until you are recognized by the District Chairman state your name so that your comments may be properly recorded and limit your remarks to a period of three (3) minutes or less. The District Supervisors will act on an Agenda [tern after comments from the Staff and Public have been heard.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

	No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refraln from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff

SPEAKER'S FORM
If you wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA ITEM PLEASE COMPLETE THIS SETION.

NAME:
AGENDA ITEM NUMBER: ....i.La.::::...i....;?lu.:i4t1::....:.1/ ::1 ::......:...... -=-----' =--. -= --'J:"""""-"'4"-----=IJ.....:...l'. :_1_1(C:b).,_h.;;;..1;;...;; //._- ...;;::(5':::;..	_

RELATING TO-:.;;;;;/;.._,, ,-=----:;,;.;;._--=7 11--.!?d t½ 7 n;..:;; =l(_;;;c;,_;; ;.;...._t'./ 	Gt__'?J/l_a...:.;;.........;t"dt;.........;rSZJ=--..ec7;.L..;;::.......,;r  ·""-//,I(_,,

Please return this form to the District Manger prior to the agenda item being brought forward by the District Supervisors.
Meeting procedure: By submitting a "request to speak" card to the District Manager, the public may comment during the course of the meeting: (I) Speakers may not comment under Public Comment at the beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on all scheduled Agenda items at the time the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item Number you wish to speak to. Please wait until you are recognized by the District Chainnan state your name so that your comments may be properly recorded and limit your remarks to a period of three (3) minutes or less. The District Supervisors will act on an Agenda ftem after comments from d1e Staff and Public have been heard.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

	No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they are speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff

SPEAKER'S FORM
If you wish to speak on an agenda item, please complete a separate form for each item.

TO ENSURE YOUR NAME IS CALLED FOR THE CORRECT AGENDA ITEM PLEASE COMPLETE THIS SETION.

NAME: 	
AGENDAITEMNUMBER:	/?..esok½ln	Je:f.J.3-

RELATING TO: _.:....:::d/.;  :	::_f=+--.&41_&-//=-=----«.  C:--=..,,.,....-C, (/4..::.....;.....t?J.rA ll"'-'-1..,,_}-i'	­	
pJease return this form to the District Manger prior to the agenda item being brought forward by the District Supervisors.

Meeting procedure: By submitting a "request to speak' card to the District Manager, the public may comment during the course of the meeting: (I) Speakers may not comment under Public Comment at the beginning of each meeting on any issue that is related to District Business whether or not the item is included on the Agenda; (2) Speakers may comment on all scheduled Agenda items at the time the item is being discussed. Please indicate on the Speaker Card by writing Public Comment if you wish to speak under that portion of the meeting or specify the individual Agenda item Number you wish to speak to. Please wait until you are recognized by the District Chairman, state your name so that your comments may be properly recorded and limit your remarks to a period of three (3) minutes or less. The District Supervi ors will act on an Agenda Item after comments from the Staff and Public have been heard.

The WVID policy includes rules governing decorum at public meetings and workshops, particularly when addressing the Board of Supervisors. The policy, which was approved in 2016, definitively states:
Community members wishing to speak must direct their comments to the Board as a whole, not a specific member of the Board or any staff member.

	No person, other than a Board member or staff member, can enter into a discussion with a public speaker while they a.re speaking, without the permission of the chairman or presiding officer.

Speakers and attendees must refrain from disruptive behavior, making vulgar or threatening remarks, or launching personal attacks against the Board, staff' or community members.

The WVID policy gives the chairman or presiding officer the discretion to remove attendees who disregard the rules from the meetings. In this scenario, the presiding officer may declare a recess and contact local law enforcement. !fa person does not immediately leave the premise, the presiding officer may request that the person be placed under arrest.

The prevalence of disruptive behavior by some attendees has proven there is a need to strictly enforce the WVID public comment and public decorum policy. This includes adding a law enforcement presence, who will have the authority to remove attendees who have been deemed unruly and out of order.

The WVID Board of Supervisors encourages citizen participation and appreciates civil feedback from attendees. Thank you for your cooperation and support so that we may conduct business in a respectful and professional manner.

WVID Board of Supervisors Meeting - November 9, 2023

Good morning, my name is Paul Maloney
I would like to address Resolution 2023-26 that will be discussed today regarding the District providing defense and indemnification for Mr. Meisel's appearance before the Florida Commission on Ethics.
I believe Mr. Meisel's actions are as a private citizen are what require his appearance before the Florida Commission on Ethics and not his work as a Board Supervisor.
Specifically,
Through social media he misinformed the public about the supposed revenue the developer would earn over the next 100 years from providing irrigation water. In court, his numbers were established as not accurate.
Again, through social media he misinformed the public over the details of how land for the new school and wastewater treatment plant would be funded. Nowhere in the annexation agreement does it state the land will be donated.
He misinformed the public that irrigation water rates are excessive when a consultant's study clearly demonstrated the rates are inadequate.
Directly or indirectly, he is involved in questionable litigation which has cost the District hundreds of thousands of dollars in legal fees with the potential to go much higher.
Without direction or authorization from the Board he obtained a contradictory consultant's report on the methodology used to determine resident representation on the Board. This type of unilateral action undermines the chain of command and efficient operation of the Board.
The examples just cited demonstrate that he was acting as a private citizen and outside the course and scope of his responsibilities as a Board member.
The District should not have to defend or indemnify any Board member for actions undertaken as a private citizen. Accordingly, District funds should not be allocated as proposed in Resolution 2023-26.
Thank you for your time and consideration.

While Mr. Meisel may see himself as the knight in shining armor) he in fact continues to cost us all more with every action he takes. I am now paying an added $196 due to the last legal action he has taken. I feel that his litig;,ous nature should be at his expense not that of the community.

I ask that resolution 2023-06 voted no.

11583 Alessandro Lane
Venice, FL 34293
cell: 815-505-7049
Skype: Lan-ycobb.co
lan-ycobb.fl@gmail.com larry cobb
Making a difference in people's lives through happy & healthy pets.

Publication Date 2023-12-29

Subcategory Miscellaneous Notices

NOTICE OF THE WEST VILLAGES IMPROVEMENT DISTRICT ATTORNEY-CLIENT SESSION
NOTICE IS HEREBY GIVEN that the West Villages Improvement District (the District) will hold an attorney-client session of its Board of Supervisors (the Board) at the Board meeting on January 11, 2024, at 10:00 a.m. at Chambers of the City of North Port located at 4970 City Hall Boulevard, North Port, Florida 34286. The attorney-client session may be continued to a date, time and place approved by the Board on the record without additional publication of notice.
The attorney-client session, which is closed to the public, will be held to discuss settlement negotiations or strategy sessions related to litigation expenditures. This meeting is being held pursuant to Section 286.011(8), Florida Statutes. The following persons are anticipated to be in attendance at the attorney-client session: each of the Districts Board Supervisors who are not otherwise conflicted from such attendance, District Manager William Crosley, District Counsel Lindsay Whelan and Joseph Brown, and a court reporter. The attorney-client session is expected to begin after the commencement of the regularly-scheduled Board meeting and to last approximately thirty (30) minutes. During the attorney-client session the individuals identified above will meet in private. Upon conclusion of the attorney-client session, the public will be invited into the Board meeting, and the Board meeting will continue to consider any business of the District.
District Manager
WEST VILLAGES IMPROVEMENT DISTRICT
www.westvillagesid.org
PUBLISH: SARASOTA HERALD TRIBUNE 12/29/23

Page 23

RESOLUTION 2024-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT PROVIDING FOR THE DEFENSE AND INDEMNIFICATION OF A BOARD MEMBER; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the West Villages Improvement District (“District”) is a local unit of special purpose government created and existing pursuant to Chapter 2004-456, Laws of Florida, as amended; and

WHEREAS, the Board of Supervisors (the “Board”) of the District has previously adopted Resolution 2016-08 (the “Resolution”) providing for the defense and indemnification of Board members pursuant to the terms thereof; and

WHEREAS, Supervisor John Meisel (the “Supervisor”) has received notice on or about October 13, 2023, of an administrative proceeding initiated against him on or about October 4, 2023, that was filed with an agency of the State of Florida (the “Proceeding”); and

WHEREAS, the complaint relative to the Proceeding (the “Complaint”) relates to the Supervisor’s activities as the President and representative of West Villagers for Responsible Government, Inc., a not-for-profit entity that advocates for various objectives relating to District affairs, which activities are within the scope of the Supervisor’s office; and
WHEREAS, in compliance with the Resolution, within fourteen (14) calendar days after actual receipt of notice of the Proceeding, the Supervisor has provided the District with a copy of the Complaint and a written request for defense and indemnification by the District; and

WHEREAS, the Supervisor has denied the allegations and conclusions in the Complaint.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT:
SECTION 1. Pursuant to the Resolution and in reliance of the recitals above, the Board hereby determines that the District shall provide defense and indemnification to the Supervisor in relation to the Proceeding, subject to the terms and conditions of the Resolution.

SECTION 2. The District shall retain the services of the firm of Bentley Goodrich Kison,
P.A. as legal counsel for the Supervisor, subject to approval of the terms and conditions of a Fee Agreement as negotiated and finalized by District Counsel. Following approval by District Counsel, the Chairman of the Board is authorized to execute the Fee Agreement. If an agreement cannot be reached, District Counsel shall negotiate and finalize a Fee Agreement with an alternative legal counsel with significant experience in the subject matter at issue. The Chairman of the Board is authorized to execute the Fee Agreement with the alternative legal counsel. The

provision of legal counsel by the District to the Supervisor shall be subject to the terms and conditions of the Resolution.

SECTION 3. If any provision of this resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 4. This resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 11th day of January, 2024.

ATTEST:	WEST VILLAGES IMPROVEMENT DISTRICT

Secretary/Assistant Secretary	Chairperson, Board of Supervisors

111,a1
Q
1111 I
I	I
CAPITAL CITY
L..coNSULTINC_J

0 t ber 25, 2 23

Jolm Lu zyn ·ki hairrnao
W	t ViJlag	hnpro ement Di trict 2501 Bum Rd
Suil
Palm B ach Garden	Fl 334l0

Re: Lobbyi t/ onsultant Agreem nt D ar Mr. Lu zyn ki:
apital ity Consulting, LL	(h reinafter "	' , el·ome th opp rtunity t repr sent West Village lmprovem nt District (hereinafter 'West Village·) a consultant /lobbyists before Florida's I gi lative and e ecutive branches.	i en our government affairs experi nee we b lieve w ar welJ equipp d to nhance your efli rt, in Tallaba e . Thi I tter f agr ement i intended t set forth our
uud r landing .is to tb nature, cope and L nn	of professional consulting servic	C ha agreed to pr vi.de to We t Villages.

SCOPE OF SERVI ES.  '  agr s to lobb  n behalf of We t Village in th ir efforts to pas a lo ·al bill to amend the powers of the di tlict CCC will lobby the legislatur and the executive branch on the client' behalf.

TERM. Tb  t rm  ftbi relation hip hall b gin	ovemb r 1, 2023, and continue through May  0 2025.

FEES.	will provid the abov -refi ren	d profes i nal er ice for a monthly fee of 5 000 from ember 2 2 , throu0h	priI 2024; th r aft r, from May 2024 through May 2025 the monthly fee will
b  $9,0 0. In addition to our fi e fi r  ervi es we al o charge  eparately for out-of-pock t expen es  ucb
a trav I required in your representation, lobbyi't regi tration, C	members' meal while me ting with I gi Jat r and taff and any oth r n nstandard office expen e . We make every effort to k	p th s
pen e to a minimum and often time	plit expen e am ng l multiple clients if appropriat	CC doe n 1 pay for meals or any ex1 n e	 f I gi lat r or	th r go ernment offi ials.

CON •·IDE TIALIT .	will tr at any aJJd all in£ rmati o, c mmunication, or mat rial  of We t
illag	a	onfidenlial and will n t di cl	r divulg	am unJe s thel"\ ise dire ted r autb rized by We t Villag		or order d to do o by a court of c mp tent juri dicti n.

REPORTING.	will monitor all r levant a ti ns	f the Legi lature and provide oral and written

wiJJb availabl  to meet or di cu	th  statu  of any activitiemdertaken on behalf of We t

Villages. t mutually c nv nient tim s  C will schedul p riodic meetings or conferen e calls at yom direction t  review progr ss of any given task or project. C   memb rs are c otinuously available by t lephone, email, and  LI phone to erv your communi ation ne ds.
INDEPENDENT CO TRACTOR. CC and jts ernploye s indep ndent ontra tor and agent are indep nd nt contractor in the rendition of th  1-vices under thi agreement and hall not hold itself out n r permit it ernpl ye s, incl pendent  ntractor  or agent to hold them elve  ut nor claim t  be ffi ers or employee of W t Villages.
ETillCAL AND LEGAL CON IDERATIONS. CC  agrees to comply with all applicable local, tate, and federal Jaws, rules, and regulation in its r presentation of We t Villag under this agre m nt. In accorda11 e with Florida reporting obligations requi.:r cl oflobbying firms the firm must rep01i percentages of thi fee allocated to the legislati  and e ·ecutive bran b • r ices. Ba ed on our previou exp rience and the natLlr of your issue we pr ject Lb work lo be aUocated 20% toward e .e utive bran h lobbying effort and 0% toward Jegi lativ .
CONFLICT	OF INTEREST. C	does not forese any potential conflicts of intere t with cun-ent cli nts. Flowe er, in th		vent tbat a onilict doe	c ur with a future client,		'	agre	to di clo	the nfli t to b th partie a	o n as practical.	CC will attempt to resolve such conflict to the satisfaction of b th pa1iie . If a resolution agreeable to both parties i  not achievabl	then		CC must re olve tbe
confli tin fav r  f any cli nt r l r  ent d prior to West Vil1ag	initial retention of	C .

MISCELLANEOUS PROVI IO S. Thi a.gr	m nt con titutes the entire understanding and agreement of the parties beret . lt super edes all prior negotiations, di cussions, co1Tespondence, communications, understandings and agreements b tw en th partie relating to the ubj ct rnatler f th.is agreement. ]fan portion of thi agre ment i found t b invalid or un nforceable all other terms, provision and cov nant shall remain in full force and effect. Any amendment her to must be in writing and signed by the parties. Allh ugh si  m mbers of our fim1, including myself are Florida licensed attorneys this repr sentati n i n t for legal	rvrc .
Scott Ros will have primary r  pan ibility n r thi engagem nt.

Tf you agree with Lbe term contain d in Lbi letter of agre m nt pl a e ign and date thi document and return it to our offic . We a.ppr	iate your busin	and l	k fonvard to serving you.

Sincerely

Scott Ross

I agn:: with the term of this l tter contract on behalf of We t Villages Improvement District.

Ni>

Signed on this Z. ,:;..;- day of _   ....M ._=Oc:.?i""-""-e"'-..n_._.be.P---	20 'Z--3

Title

2

KUTAKROCK	Kutak Rock LLP
107 West College Avenue, Tallahassee, FL 32301-7707
office 850,692.7300

Lindsay C. Whelan
850.692.7300
lindsay.whelan@kutakrock.com

0  tober 25, 2023

John Luczynski Chairman
We t Village Improvement Distiict 250 I -A Burns Road
Palm B ach Gardens Florida 33410

Re:		Legi Lativc Representation of West Villages Improvement .District (the ".Di trict'')

Dear	haim1an Luczyn ki:

On b half of Kutak Rock, LLP "Kutak Rock") thi letter confirms our di cu sions onceming repr  ntati n in connection with the m dification of the Di trict's enabling legislation. This Letter Agreem nt ·upplement that certain R lention and F  Agr:,ement entered into on  ov mber 18, 2021 betw en th Di trict and Kuta Rock.

Sp citically, the District agr e to compen ate Kutak Rock for er ice r nd red at Kutak R	k's	urr nt houri	billing rates plus expen e	incurred on	.Ii nt's b half billed monthly pursuant to the tem1 of th Fe	Agr ement. Kutak Rock anticipates staffing th work primarily through th		ser ices of Jonathan John on and Lind ay Wh Jan.		Expens	will be billed in accordanc	with our expen e reimbw·semenl poli y. Kutak Rock will coordinate and cooperat with the Di trict's retained lobbyist Capital City Consulting LL	 r garding items related t	thi r pre entati n to en'Ure e.r ice are render d in a maru1er that is advantageou to the Di t:rict.

Florida Jaw r quire·any indi idual participating in x cutive or I gi lati e branch lobbying to regi ter a an  e uti e or legi'lative branch I bbyist and report any fees a sociated with such r pr sentation. Ther fore th Di tri t agre  to ign client con ent fom1 required by Florida lobbying law and agrees to registration of Kutak Ro k attomey a lobbyi t and the reporting of fee a sociated with su h repre entation.
If you have an qu stions  ncem.ing thi' letter plea  fe I fre to call me. Otherwise I reque1::;t that you  '.e ute in th,  pac  pro id d bel w and return th original to my office for our file . We look forward to working 1  ly with you on behalf  f the District r lati e to th.i  matter.

KUTAKROCK
Jolm Luczynski, Chainnan
We t Villag	Improvement Di trict October 25 2023
Page 2 of 2

Very t:ruly y urs
cj(	l,lJ\tVAQ_
Lindsay C. Whelan

Terms Agreed to and Accepted:

Jo®g		11(7k3
West Village lmprovem nt District

AMENDMENT TO LIGHTING EQUIPMENT LEASE

This Amendment to Lighting Equipment Lease (this "Amendment") is executed by Off Grid Lighting, LLC, a Florida limited liability company (herein, the "Lessor"), and West Villages Improvement District, a Florida independent special district (herein the "Lessee"), as of December. 5 , 2023 with reference to the following facts:
Lessor and Lessee entered into that certain Lighting Equipment Lease dated April 14, 2022 (the ''Lease") with respect to certain "Equipment" as described in the Lease;
Lessor and Lessee now desire to amend certain provisions of the Lease as provided in this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereafter set forth, Lessor and Lessee agree as follows:
The capitalized defined terms used herein shall have the meanings ascribed to those terms in the Lease, except to the extent amended by this Amendment.
Paragraph 1(a) of the Lease states that: Lessor shall purchase (77) ISSL Plus solar light fixtures, called, the "Equipment") and have the Equipment installed at the property of Lessee located at Grand Lake Walking Trail 19503 S. West Villages Parkway #14 Venice, FL 34293, Sarasota County Property Identification No. 0783101000 (the "Property") by ViaSol Lighting ("ViaSol") in accordance with Addendum A - Scope of Work and Addendum B - Lighting Configuration, both attached hereto.

To date, 50 ISSL Plus solar light fixtures have been installed at the Property and the remaining 27 light fixtures have been held in storage. An additional 5 light fixtures will be installed on the Property in the next few weeks.

Lessor intends to install 11 light fixtures held in storage at the property owned by Lakespur at Wellen Park Home Owners Association Inc., a Florida not-for-profit Corporation ("Lakespur''); and to install the remaining 11 light fixtures at the property owned by Everly at Wellen Park Home Owners Association Inc., a Florida not-for-profit Corporation ("Everly").
Lessee consents and agrees to the installation of the 22 light fixtures by Lessor as provided above and the 5 light fixtures to be installed at the Property.
When the 22 light fixtures have been installed at Lakespur and Everly, the monthly Lease Payment under this Lease will be reduced. When the 22 light fixtures have been installed at the new properties, "Equipment" as defined in the Lease shall automatically be deemed to be amended by the number offixtures installed and the monthly Lease Payments sha'II be reduced by $297.00 for each 11 fixtures and a total of $594.00 for all 22 Fixtures.
Upon the completion of installation of all 22 light fixtures the new monthly Lease Payment for

l

the 55 light fixtures at the Property shall be $1,485.00, subject to annual increases as agreed in Lease paragraph 1.c.

Except as modified by this Amendment, all the terms and conditions of the Lease are ratified and confirmed. All references to the ''Lease" in any future correspondence, notice or dealings shall be deemed to refer to the Lease, as amended by this Amendment.

6.  The Lease and this Amendment may not be changed orally, but only by a writing signed by Lessor and Lessee.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.
Lessor:

Off Grid Lighting, LLC, a Florida limited liability company

By: SFG Funding LLC, a Florida
limited liability company, Its Manager
By:	S&JU-
Russell G. Stone, Manager

LESSEE:

WEST VILLAGES IMPROVEMENT DISTRICT

2

RESOLUTION 2024-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT APPROVING REQUEST FOR QUALIFICATIONS FOR PREQUALIFIED CONTRACTORS FOR DISTRICT CONSTRUCTION AND MAINTENANCE SERVICES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the West Villages Improvement District (the “District”), is a local unit of special-purpose government created and existing pursuant to Chapter 2004-456, Laws of Florida, as amended, to plan, construct, install, acquire, finance, manage and operate public improvements and community facilities for lands within the District; and

WHEREAS, the District has determined that it is in its best interest to solicit a Request for Qualifications (the “RFQ”) for prequalified contractors for certain District construction and maintenance services; and

WHEREAS, the Board of Supervisors (the “Board”) of the District desires to approve in substantial form the RFQ project manual and criteria package attached hereto as Exhibit A; and

WHEREAS, the Board desires to authorize the Chairman or Vice Chairman, in consultation with District staff, to effectuate any revisions to the documents attached as Exhibit A, and the preparation of the additional documents necessary to prepare a final RFQ project manual and criteria package, and other documents that are in the best interests of the District; and
WHEREAS, the Board further desires to authorize the Chairman or Vice Chairman, in consultation with District staff, to approve the timing of the RFQ notice, and all procedural matters related to the RFQ.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT:
SECTION 1. All of the representations, findings and determinations contained above are recognized as true and accurate, and are expressly incorporated into this Resolution.
SECTION 2. The Board hereby approves in substantial form the documents attached hereto as Exhibit A, and subject to further review and revision by District staff as finally approved by the Chairman or Vice Chairman.

SECTION 3. The Board hereby authorizes the Chairman, in consultation with District staff, to 1) effectuate any revisions to the documents attached as Exhibit A, and the preparation of the additional documents necessary to prepare the RFQ; and 2) approve the timing of the RFQ
1

notice, and all procedural matters related to the RFQ. Consistent with such approvals, the Chairman, District Manager, District Counsel, District Engineer, Secretary, and Assistant Secretaries are hereby authorized, upon the adoption of this Resolution, to do all acts and things required of them to effect the procurement contemplated by the RFQ, and all acts and things that may be desirable or consistent with the RFQ’s requirements or intent. The Chairman and Secretary are hereby further authorized to execute any and all documents necessary to affect the RFQ. The Vice Chairman shall be authorized to undertake any action herein authorized to be taken by the Chairman, in the absence or unavailability of the Chairman, and any Assistant Secretary shall be authorized to undertake any action herein authorized to be taken by the Secretary, in the absence or unavailability of the Secretary.

SECTION 4. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.

SECTION 5. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 11th day of January, 2024.

ATTEST:	WEST VILLAGES IMPROVEMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

Exhibit A: RFQ Project Manual and Criteria Package

2

Exhibit A

RFQ Project Manual and Criteria Package

WEST VILLAGES IMPROVEMENT DISTRICT

CONTRACTOR'S PREQUALIFICATION STATEMENT (CONSTRUCTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS AND
MAINTENANCE SERVICES)

Contractor

TABLE OF CONTENTS

REQUEST FOR QUALIFICATIONS ADVERTISEMENT NOTICE TO PROSPECTIVE BIDDERS
APPLICATION FOR CONTRACTOR PREQUALIFICATION SUPERVISORY PERSONNEL
COMPANY OWNED MAJOR EQUIPMENT STATUS OF CONTRACTS ON HAND
ALL PROJECTS APPLICANT COMPANY COMPLETED IN THE LAST TWO YEARS LIST OF ADDITIONAL DOCUMENTS FOR INCLUSION IN APPLICATION AFFIDAVIT FOR INDIVIDUAL
AFFIDAVIT FOR PARTNERSHIP AFFIDAVIT FOR CORPORATION
SWORN STATEMENT UNDER SECTION 287.133(3)(A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
CONTRACTOR CLASSIFICATION LISTING DETERMINATION OF QUALIFIED PROSPECTIVE BIDDER

REQUEST FOR QUALIFICATIONS
FOR CONSTRUCTION AND MAINTENACE SERVICES WEST VILLAGES IMPROVEMENT DISTRICT
The West Villages Improvement District (“District”) requests Applications for Qualification from firms interested in providing construction and maintenance services for public infrastructure improvements. Upcoming projects include the construction of various infrastructure improvements and maintenance services in and around the District including i) earthwork/excavation and construction of roadways, stormwater management facilities, water and sewer facilities, irrigation facilities, landscape, hardscape, street lighting, and other public improvements and ii) maintenance services including exotic vegetation removal, and canal/drainage, landscaping, lake and littoral maintenance, and streetlighting.

To be eligible to submit qualifications, firms must: i) hold all required applicable licenses in good standing and ii) be authorized to do business in the Sarasota County, and the State of Florida.

For construction services, any contractor pre-qualified and considered eligible by the Department of Transportation to bid to perform the type of work the project entails shall be presumed to be qualified to perform the project.
Applicants may request an Application for Qualification from Dewberry Engineers Inc., 2201 Cantu Court, Suite 107, Sarasota, Florida 34232, or via email to glicari@dewberry.com beginning January   , 2024, after 1:00 p.m. Applicants must submit one (1) electronic copy (PDF format on a USB flash drive), by 4:00 p.m. on March   , 2024. Address responses to: Giacomo Licari, District Engineer, 2201 Cantu Court, Suite 107, Sarasota, Florida 34232.

Qualified firms will be selected based on experience, qualifications of personnel, and ability to perform construction or maintenance services. Packages will be reviewed and rated by a committee appointed by the District Board of Supervisors promptly after receipt of the submittals, with final selections expected to be made at a publicly noticed Board of Supervisors meeting held shortly thereafter.
At that time, all qualified firms may be assigned a project qualification and aggregate dollar limit for work under District contracts. All applicants will be promptly notified after the construction and maintenance firms are selected. The pre-qualification decisions of the Board of Supervisors shall be valid for a period of three (3) years, after which the Board of Supervisors may either extend the prequalification period for an additional two (2) years or open the prequalification process again, at its sole discretion. The District reserves the right to waive any informality in the qualifications submitted, to reject any and all qualifications submitted and to advertise for the services.

Pre-qualified firms will be eligible to bid on construction and maintenance projects subject to the applicants approved project classification and aggregate limit. Failure to pre-qualify may preclude the District from awarding contracts for construction and maintenance services to non-qualified firms.
Applicants may contact the District Engineer, Dewberry Engineers Inc., at 2201 Cantu Court, Suite 107, Sarasota, Florida 34232, or via email to glicari@dewberry.com, until the qualifications submittal deadline for further information. All requests for information shall be in writing.
Any contractor submitting a Contractor's Prequalification Statement, which in its judgment is adversely affected by the District's rating as to the contractor's qualifications and wishes to protest such decision must file with the District a notice of protest in writing within seventy-two (72) hours (excluding Saturdays, Sundays and state holidays) after receipt of the notice of the District’s ranking, and shall file a formal written protest within seven (7) days (including Saturdays, Sundays and state holidays) after the

date of filing of the notice of protest. The formal written protest shall state with particularity facts and law upon which the protest is based. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of all further proceedings under Florida law and the District’s Rules of Procedure. You may obtain a copy of the District’s Rules of Procedure by contacting the District Manager’s Office at 2501A Burns Road, Palm Beach Gardens, Florida 33410.
William Crosley, District Manager Publication Date: 	, 2024

NOTICE TO PROSPECTIVE BIDDERS
The information required herein is for the purpose of fairly evaluating contractor qualifications to perform various construction and maintenance activities for the West Villages Improvement District (the “District”).

APPLICANTS FOR PREQUALIFICATION AS BIDDERS FOR THE WEST VILLAGES IMPROVEMENT DISTRICT CONTRACTS ARE HEREBY NOTIFIED THAT INCLUSION OF FALSE, DECEPTIVE OR FRAUDULENT STATEMENTS ON THIS APPLICATION CONSTITUTES FRAUD. FURTHERMORE, YOU ARE HEREWITH NOTIFIED THAT THE WEST VILLAGES IMPROVEMENT DISTRICT CONSIDERS SUCH ACTION ON THE PART OF THE APPLICANT TO CONSTITUTE GOOD CAUSE FOR DENIAL, SUSPENSION, OR REVOCATION OF THE PROSPECTIVE BIDDER'S QUALIFICATION FOR BIDDING ON ITS PROJECTS.

Please be advised that this application must be complete within itself without reference to any other application or statement. All sections of the application shall be completed. If any of the requested information does not apply, it shall be indicated as "None" or "N.A." as applicable. Failure to make entries in every section of this application may result in a disqualification.
All financial information provided in this application and accompanying audited financial statements are exempt from public record laws pursuant to Section 119.071(1)(c), Florida Statutes, and will be kept confidential. District can request annual audits and annual resubmittal of any or all financial statements from any prequalified contractor.
The properly completed Contractor's Prequalification Statement shall be submitted to the District Engineer, Giacomo Licari at Dewberry Engineers Inc., 2201 Cantu Court, Suite 107, Sarasota, Florida 34232. Any questions with regard to the requests for information contained herein shall be addressed to the District Engineer, Dewberry Engineers Inc., at 2201 Cantu Court, Suite 107, Sarasota, Florida 34232, or via email to glicari@dewberry.com.

Schedule of Pertinent Dates

Description	Date	
RFQ “Pickup” Date		, January 	, 2024 after 1:00
p.m.	
RFQ Due Date	, March	, 2024 at 4:00 p.m.	
Committee Meeting Date to Evaluate Qualifications Statements		, March 	, 2024 at 11:00 a.m.	
Board Meeting to Formally Approve Prequalified Contractors		, March 	, 2024 at 11:00 a.m.	

CONTRACTOR PREQUALIFICATION STATEMENT

Application for Contractor Prequalification (Attach Additional Sheets if Necessary)

DATE SUBMITTED 	, 2024
Applicant 	 /_/ A Partnership
[Company Name]	/_/ A Corporation
/_/ A Subsidiary Corporation

Parent Company Name 	
Parent Company Address:

Street Address 	

O. Box (if any)	
City 	 State 	 Zip Code 	

Telephone 	 Fax no. 	

1st Contact Name	 Title 	
2nd Contact Name 	 Title 	

Applicant Company Address (if different):

Street Address 	
P. O. Box (if any)	
City 	 State 	 Zip Code 	

Telephone 	 Fax no. 	
1st Contact Name	 Title 	
2nd Contact Name 	 Title 	

List the location of the office from which the applicant would perform work for the West Villages Improvement District work.

Street Address	

City	State	Zip Code	
Telephone	Fax no.	

1st Contract Name	Title	

Is the applicant Company incorporated in the State of Florida? yes ( ) no ( )

If yes, provide the following:
Is the Company in good standing with the Florida Department of State Division of Corporations? yes ( ) no ( )

If no, please explain 	

Date incorporated 	 Charter No. 	

If no, provide the following:
The State with whom the applicant company is incorporated in.		
Is the company in good standing with the State? yes ( ) no ( )

In no, please explain 	

Date incorporated 	 Charter No. 	

Is the applicant company authorized to do business in the State of Florida? yes ( ) no ( )
Is the applicant company a registered or licensed contractor with the State of Florida? yes ( ) no ( ) Provide copies of all licenses listed.

If yes, provide the following:
Type of registration (i.e., certified general contractor, certified electrical contractor, etc.) 	
	.
License No. 	 Expiration Date 	

Qualifying individual 	 Title 	

List company(s) currently qualified under this license 	

Is the applicant Company a registered or licensed Contractor with Sarasota County? yes ( ) no( )

	Has the applicant Company performed work for an independent special district previously? yes ( ) no ( )

Is the applicant company prequalified by the Florida Department of Transportation? yes ( ) no ( ) If yes, provide the following:
Work Class Ratings 	

Maximum Capacity Rating		

Name of Applicant's Bonding Company 	

Address 	

Approved Bonding Capacities:	Aggregate Limit	$	
Single Project Limit	$	 Total Current Contracts Bonded	$	
Note: All bonds and insurance policies obtained by Applicant required herein shall be issued by companies authorized to do business in the State of Florida and shall have a financial strength rating of A or better, and a financial size category of X or higher, as rated by A.M. Best Company.

Name of Applicant's Bonding Agency 	
Address 	

Contact Name 	 Phone 	

List the Applicant's total annual dollar value of work completed for each of the last three (3) years starting with the latest year and ending with the most current year (2021)	 (2022) 	, (2023)	
List the classification(s) (refer to attached listing) of work the applicant is applying for prequalification based on the applicant company's ability to self-perform the work (excluding general contracting).

What are the applicant company's current insurance limits? If contractor does not have a certain category of coverage listed below, please note none. (provide a copy of applicant's certificate of insurance)

General Liability	$	
Automobile Liability	$	
Workers Compensation	$	
Contractor’s Pollution Liability		$		 Umbrella Liability/Excess Liability	$	 Contractors Additional Insured Status
General Liability 	
Auto Liability		 Per Project Aggregate Limit
General Liability 	 Waiver of Subrogation in favor of District
General Liability		
Auto Liability		
Workers’ Compensation 	

Expiration Date 	

Note: Applicant must provide a certification that their insurance carrier is authorized to conduct business in Florida.
Coverage must be provided on a primary, non-contributory basis.

Has the applicant company been cited by OSHA for any job site or company office/shop safety violations in the past two years? yes ( ) no ( )

If yes, please describe each violation, fine, and resolution 	

What is the applicant's current worker compensation rating? 	

Has the applicant company experienced any worker injuries resulting in a worker losing more than ten (10) working days as a result of the injury in the past two years? yes ( ) no ( )

If yes, please describe each incident 	

Please state whether or not your company or any of its affiliates are presently barred or suspended from bidding or contracting on any state, local or federal-aid contracts in any state(s)? Yes 	 No 	 If so, state the name(s) of the company(ies) 			

the state(s) where barred or suspended 		 and the period(s) of debarment or suspension 	

What is the construction or maintenance experience of the principal supervisory construction or maintenance personnel of your organization? (Attach resumes here.)

INDIVIDUAL’S NAME	PRESENT POSITION OR OFFICE	MAGNITUDE AND TYPE OF WORK*	YEARS OF CONSTRUCTION
/MAINTENANCE EXPERIENCE	YEARS WITH FIRM	IN WHAT CAPACITY?	

						

						

						

						

						

*Give in sufficient detail for the District to evaluate your experience in the classifications of work for which you are requesting prequalification.

Have you ever failed to complete any work awarded to you? Yes 	 No 	 If so, where and why?

Has any officer or partner of your organization ever been an officer, partner, or owner of some other organization that has failed to complete a construction or maintenance contract? Yes 	 No 	

If so, state name of individual, other organization and reason, therefore.

List any and all litigation with owners or major subcontractors to which the Applicant has been a party in the last five (5) years and describe the outcome or resolution.

Has the Applicant or any of its affiliates ever been either disqualified or denied prequalification status by a governmental entity? 	 If so, discuss the circumstances surrounding such denial or disqualification as well as the date thereof. 	

Within the past five (5) years, has the Applicant failed to complete a project within the scheduled contract time? 	 If so, discuss the circumstances surrounding such failure to complete a project on time as well as the date thereof.

Does the Applicant have adequate equipment to perform normal construction or maintenance operations for each class of work for which prequalification is sought? Yes	 No	 If no, please explain:

SUPERVISORY PERSONNEL

Company Name 	 Date 	
What is the experience of the key management and supervisory personnel of the applicant company for both administration as well as operations? (Attach resumes of key personnel here)

INDIVIDUAL'S NAME	

PRESENT TITLE	DESCRIPTION OF DIRECT JOB RESPONSIBILITIES	YEARS OF
EXPERIENCE IN PRESENT POSITION	TOTAL YEARS OF
RELATED EXPERIENCE	

					

					

					

					

					

Company Name 	 Date 	

QUANTITY	

DESCRIPTION	

CAPACITY	NO. LOCATED IN	
			FLORIDA	OTHER	

					

					

					

					

					

Company Name 	 Date 	
Furnish requested information about all of applicant's active contracts, whether as prime or subcontracts; whether in progress or awarded but not yet started; and regardless of with whom contracted. All amounts to be shown to nearest $1,000. Contractor may consolidate and list as a single item all contracts which individually do not exceed 3% of total active contracts and in total do not exceed 20% of the active total contracts.
	Applicant's Uncompleted Amount as of this Date	

Completion Date	

Owner, Location and Description of Project	Current Contract Amount as
Prime	Current Contract Amount as
Subcontractor	
Current Amount Sublet
to Others	
As Prime Contractor	
As Subcontractor	
Original Contract
Date	
Approved Revised
Date	
Current Estimate
Date	
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				
	
$	
$	
$	
$	
$				

Subtotal Uncompleted Work	
$	
$		

Total Uncompleted Work on Hand	
$		

Company Name 	 Date 	

List all projects completed in the last two years for which the contract value individually exceeded 3% of the applicant's annual total work completed for the year the project was started. Include in the list projects that were started earlier than two years but were completed within the last two years.

Project Name/Location	
Final Contract Amount	

Prime or Sub1	
Classification
of Work Performed	Year Started/ Completed	

Owner Name/Location2	Name & Phone Number of Owner's Representative on
this Project3	

							

							

							

1 'Prime or Sub' should indicate whether applicant performed the work as a prime contractor or as a subcontractor.
2 'Owner Name/Location' should indicate the Owner of the project if the applicant performed the work as a prime contractor or the general contractor if the applicant performed the work as a subcontractor.
3 'Name & Phone Number of Owner's Representative on this Project' should list a reference from the business entity listed in the previous column familiar with applicant’s contract performance.

LIST OF ADDITIONAL DOCUMENTS FOR INCLUSION IN APPLICATION

Please include the following additional information with this application:

Applicants shall provide letters of recommendation from at least two agencies or firms with direct knowledge of the applicant’s key personnel and work performance in sufficient detail to assist in rating the applicant’s ability to perform the classification of work for which the applicant is applying for prequalification. The letters must contain specific information regarding the following:
Specific projects, including project numbers and location.
Size of projects by dollar value.
Description of projects and classes of work performed with applicant’s own employees and equipment.
Whether projects were timely completed.
Whether the applicant was cooperative and facilitated changes to the project when required.

Applicants shall list the name of any subcontractor(s) that may be utilized to complete any work falling within the scope of the Contractor Classification Listing(s) for which the Applicant is submitting its Application for Qualification.

(Continued on Next Page)

The undersigned hereby authorize(s) and request(s) any person, firm or corporation to furnish any pertinent information requested by the West Villages Improvement District, or their authorized agents, deemed necessary to verify the statements made in this application or attachments hereto, or necessary to determine whether the West Villages Improvement District should prequalify the applicant for bidding on its construction or maintenance projects, including such matters as the applicant’s ability, standing, integrity, quality of performance, efficiency and general reputation.

The undersigned acknowledges and consents to the use of the evaluation criteria set forth under the Section herein titled “Determination of Qualified Prospective Bidder.

The undersigned acknowledges that the West Villages Improvement District can terminate its use of the prequalification list for bidding purposes at any time.

By: 	
Name of Applicant Company

[Type Name and Title of Person Signing]

This 	 day of 	, 2024

(Corporate Seal)

Sworn to before me this 	 day of 	, 2024.

Notary Public/Expiration Date (Seal)

Applicant acknowledges receipt of the following addenda:

Addendum No. 		Date 	
Addendum No. 		Date 	

State of			ss:

County of		

	, being duly sworn, deposes and says that the statements and answers to the questions concerning experience contained herein are correct and true as of this date; and that he/she understands that intentional inclusion of false, deceptive or fraudulent statements on this application constitutes fraud; and, that the District considers such action on the part of the applicant to constitute good cause for denial, suspension or revocation of a certificate of qualification for bidding on West Villages Improvement District projects.

Signature

Print Name

Sworn to before me this 	 day of 	, 2024.

Notary Public/Expiration Date: (SEAL)

State of			ss:

County of		

	,    is    a    member    of    the    firm    of
	, being duly sworn, deposes and says that the statements and answers to the questions of the foregoing experience questionnaire are correct and true as of the date of this affidavit; and, that he/she understands that intentional inclusion of false, deceptive or fraudulent statements on this application constitutes fraud; and, that the District considers such action on the part of the applicant to constitute good cause for denial, suspension or revocation of a certificate of qualification for bidding on West Villages Improvement District projects.

Signature

Print Name

Sworn to before me this 	 day of 	, 2024.

Notary Public/Expiration Date: (SEAL)

State of			ss:

County of		

(title) 	 of the 	 (a corporation described herein) being duly sworn, deposes and says that the statements and answers to the questions in the foregoing concerning experience are correct and true as of the date of this affidavit; and, that he/she understands that intentional inclusion of false, deceptive or fraudulent statements in this application constitutes fraud; and, that the District considers such action on the part of the applicant to constitute good cause for denial, suspension or revocation of a certificate of qualification for bidding on West Villages Improvement District projects.

(Officer must sign here)

Print Name

CORPORATE SEAL

Sworn to before me this 	 day of 	, 2024.

Notary Public/Expiration Date: (SEAL)

FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES

THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS.

This sworn statement is submitted to West Villages Improvement District for Prequalification of Construction and/or Maintenance Contractors.

This sworn statement is submitted by 	
[Print Name of Entity Submitting Sworn Statement] whose business address is 	

and (if applicable) its Federal Employer Identification Number (FEIN) is 	

(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 	.)
My name is 	 and my relationship to the
entity named above is 	.

I understand that a "public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.

I understand that "convicted" or "conviction" as defined in Section 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
I understand that an "affiliate" as defined in Section 287.133(1)(a), Florida Statutes, means:
A predecessor or successor of a person convicted of a public entity crime; or,

An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.
I understand that a "person" as defined in Section 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term

"person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity.

Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.)

	 Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, nor any affiliate of the entity, have been charged with and convicted of a public entity crime subsequent to July 1, 1989.
	 The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (please indicate which additional statement applies):

	 There has been a proceeding concerning the conviction before an Administrative Law Judge of the State of Florida, Division of Administrative Hearings. The final order entered by the Administrative Law Judge did not place the person or affiliate on the convicted vendor list. (Please attach a copy of the final order.)
	 The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before an Administrative Law Judge of the State of Florida, Division of Administrative Hearings. The final order entered by the Administrative Law Judge determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order.)

	 The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with the Florida Department of Management Services.)

Signature

Print Name
Date: 	

STATE OF 	 COUNTY OF 	

PERSONALLY APPEARED BEFORE ME, the undersigned authority, 	

	  who,  after  first  being  sworn  by  me,  affixed  his/her  signature  in  the (name of individual signing)

space provided above on this 	 day of 	 2024.

NOTARY PUBLIC

My commission expires:

CONTRACTOR CLASSIFICATION LISTING

Construction
Excavation/Earthwork

Roadways, including Paving, Repair and Resurfacing

Stormwater Management Facilities
Water and Sewer Facilities

Irrigation Facilities

Landscape Installation
Hardscape Facilities

Streetlighting Maintenance

Exotic Vegetation Removal

Canal/Drainage Maintenance
Landscape and Irrigation Maintenance

Lake and Littoral Maintenance
Streetlighting

DETERMINATION OF QUALIFIED PROSPECTIVE BIDDER
The West Villages Improvement District ("District") is authorized to maintain a list of qualified contractors ("Qualified Prospective Contractors") to submit bids for the procurement of District construction and maintenance projects. Any Qualified Prospective Contractor desiring to submit a bid to provide work for the District must submit a properly completed Contractor's Prequalification Statement to the District Engineer for review and evaluation.
The District shall evaluate the Contractor's Prequalification Statement and based on the District’s judgment of the information provided, shall issue in writing to the contractor, the District’s rating as to the classification(s) of the Work and the maximum Bid dollar amount for which the Qualified Prospective Contractor can submit a Bid to the District.
A Qualified Prospective Contractor shall mean a prospective contractor which in the sole judgment of the District has the capability, in all respects, to perform fully the contract requirements, and the business integrity and reliability which will assure good faith performance. In determining the Qualified Prospective Contractor's qualifications, the following criteria will be considered:

The ability, capacity, and skill of the contractor to perform the contract or provide the work required;
Whether the contractor can perform the contract or provide the work promptly, or within the time specified, without delay or interference;

The character, integrity, reputation, judgment, experience, and efficiency of the contractor;

The quality of performance of previous contract or work. For example, the following information will be considered:

The cost overrun incurred by owners on previous contracts with contractor;

The contractor's compliance record with contract general conditions on other projects;
The contractor's record for completion of the work within the Contract Time or within Contract Milestones and contractor's compliance with scheduling and coordination requirements on other projects;

The quality, availability, and adaptability of the goods or work to the particular use required;
The contractor's demonstrated cooperation with owners, architects, engineers, and others on previous contracts; and;

Whether the work performed and materials furnished on other contracts were in accordance with the contract documents; and
Whether contractor has performed previous work for an independent special district.

The previous and existing compliance by the Prospective Bidder with laws and ordinances relating to contracts or work;

The sufficiency of the financial resources and ability of the contractor to perform the contract or provide the work;
The ability of the contractor to fulfill its guarantee and warranty period;

Such other information as may be secured by the Board having a bearing on the decision to award a contract to include, but not be limited to:

The ability, experience, and commitment of the contractor to properly and reasonably plan, schedule, coordinate, and execute the work; and,

Whether the contractor has ever been debarred from bidding or found ineligible for bidding on any other projects.

The District will make such inquiries and investigations as deemed necessary to verify and evaluate the applicant's statements regarding:

The necessary organization and management including experience possessed by the applicant's employees;

Adequate equipment, as shown on the equipment list, to perform normal operations for each class of work in the industry such as that called for in the contract documents in force at the time of application;

For construction services, any contractor pre-qualified and considered eligible by the Department of Transportation to bid to perform the type of work the project entails shall be presumed to be qualified.
If herein required, or if requested by the District at any time after the conclusion of the initial pre- qualification process, the Qualified Prospective Contractor shall submit a certified financial statement(s) in a form acceptable to the District, prepared no later than the past 180 days, indicating current financial resources, current bonding capacity, liabilities, capital equipment, in its sole discretion, may adjust the Qualified Prospective Contractor’s Prequalification contract limits

Furthermore, a Qualified Prospective Contractor acknowledges the right of the District to determine a Qualified Prospective Contractor to be not qualified to submit a Bid in response to the District's Advertisement for Bids at the sole determination of the District for, but not necessarily limited to, any of the following specific reasons:

Failure to submit a properly completed Contractor's Prequalification Statement in accordance with the above requirements;
Failure of the Qualified Prospective Contractor's rating by the District as to classification of the Work and the maximum Bid dollar amount to meet the requirements of the Bid;

Reason to believe that collusion exists among Bidders;

Determination of lack of competency as may be revealed by qualification statements, financial statements, experience records, or other sources;
The Qualified Prospective Contractor's uncompleted work load which, in the judgment of the Board, may cause detrimental impact on timely completion of the project being bid; or

The Qualified Prospective Contractor's Surety is unacceptable to District.

Submission of excessive or unreasonable suggested modifications to the District’s Standard Form of Construction or Maintenance Contract.
Any contractor submitting a Contractor's Prequalification Statement, which in its judgment is adversely affected by the District's rating as to the contractor's qualifications and wishes to protest such decision must file with the District a notice of protest in writing within seventy-two (72) hours (excluding Saturdays, Sundays and state holidays) after receipt of the notice of the District’s ranking, and shall file a formal written protest within seven (7) days (including Saturdays, Sundays and state holidays) after the date of filing of the notice of protest. The formal written protest shall state with particularity facts and law upon which the protest is based. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of all further proceedings under Florida law and the District’s Rules of Procedure. You may obtain a copy of the District’s Rules of Procedure by contacting the District Manager’s Office at 2501A Burns Road, Palm Beach Gardens, Florida 33410.

1	2	3	4	5

E
SIDEWALK RAMP CR-E
WITH DETECTABLE WARNING

LEGEND

PROP. SIDEWALK CONC. PAVEMENT PER FDOT INDEX 304 & 310

PROP. PAVERS

Dewberry Engineers Inc.
2201 CANTU COURT
SUITE 107
SARASOTA, FLORIDA 34232
PHONE: 941.702.9672

D

SIDEWALK RAMP CR-E WITH DETECTABLE WARNING

6' WIDE PAVERS CROSSWALK
12" WHITE

6' WIDE CONC SIDEWALK

SIDEWALK RAMP CR-A
WITH DETECTABLE WARNING

WEST VILLAGES IMPROVEMENT DISTRICT
SIDEWALK CROSSINGS EXHIBIT
SARASOTA COUNTY, FLORIDA

Giacomo S Licari FL PE # 72415 Dec 28, 2023

SEAL

24" WHITE STOP BAR

C

REMOVE STOP BAR
6' WIDE PAVERS CROSSWALK
12" WHITE REMOVE STOP BAR

12" WHITE
6' WIDE PAVERS CROSSWALK

6' WIDE CONC SIDEWALK

KEY PLAN

SCALE	NORTH

SIDEWALK RAMP CR-E WITH DETECTABLE WARNING

6' WIDE PAVERS CROSSWALK
6' WIDE PAVERS CROSSWALK

SIDEWALK RAMP CR-E
WITH DETECTABLE WARNING

B		EXIST SIDEWALK RAMP WITH DETECTABLE WARNING

EXIST 12" WHITE

12" WHITE

NO.

DATE  BY

DESCRIPTION

REVISIONS

SIDEWALK RAMP CR-E
WITH DETECTABLE WARNING

DRAWN BY

APPROVED BY CHECKED BY

DATE

EXIST SIDEWALK RAMP
WITH DETECTABLE WARNING
A

TITLE
PLAYMORE ROAD
& PRETO BLVD.
SIDEWALK CROSSING

PROJECT NO.	50163929

Dewberry Copyright © 2016

EXHIBIT A
SHEET NO.

1	2	3	4	5

SW VILLAGES PARKWAY

E	LEGEND

Dewberry Engineers Inc.
2201 CANTU COURT
SUITE 107
SARASOTA, FLORIDA 34232
PHONE: 941.702.9672

WEST VILLAGES IMPROVEMENT DISTRICT
SIDEWALK CROSSINGS EXHIBIT
SARASOTA COUNTY, FLORIDA

PROP. PAVERS

D	EXIST SIDEWALK RAMP
WITH DETECTABLE WARNING

EXIST 12" WHITE

Giacomo S Licari FL PE # 72415 Dec 28, 2023

SEAL

PROP 6' WIDE PAVERS
CROSSWALK

EXIST SIDEWALK RAMP
WITH DETECTABLE WARNING

KEY PLAN

C	EXIST 12" WHITE

SCALE	NORTH

PLAYMORE RD

PROP 6' WIDE PAVERS CROSSWALK

PROP 6' WIDE PAVERS
CROSSWALK EXIST 12" WHITE

B

NO.

DATE  BY

DESCRIPTION

EXIST 12" WHITE

REVISIONS

EXIST SIDEWALK RAMP
WITH DETECTABLE WARNING

DRAWN BY

APPROVED BY CHECKED BY
DATE

EXIST SIDEWALK RAMP WITH DETECTABLE WARNING

A

PROP 6' WIDE PAVERS
CROSSWALK

TITLE
PLAYMORE ROAD
&
SW VILLAGES PKWY. SIDEWALK CROSSING

PROJECT NO.	50163929

Dewberry Copyright © 2016

EXHIBIT B
SHEET NO.

November 27, 2023

West Villages Improvement District 2501A Burns Road
Palm Beach Gardens, FL 33410

 Subject:	Request for Additional Funding for Irrigation Water Rate Study	

GovRates, Inc. ("GovRates") has been working on an irrigation water rate study (the "Project") for the West Villages Improvement District (the "District") since May 2023. As of the date of this letter, the Project team has:

Developed a comprehensive financial model with rate design tabs.
Attended many virtual meetings with the District staff to discuss assumptions.
Developed a PowerPoint presentation to brief the District's Board of Supervisors (the "Board") on the status of the rate study.
Attended one Board meeting to provide an update on the rate study and initial thoughts on the rate design. Reviewed the minutes for the meeting.

The Project has taken longer to complete than originally anticipated as a result of the ongoing irrigation rate litigation against the District and the need to secure developer approval for long- term deficit funding as part of the financial and rate plan. We were also recently informed that the District would now like to explore another irrigation rates alternative under which there are two (2) customer rate classes:

Customers that have their own pump stations.
Customers that receive service through a pressurized line.

Developing and vetting this additional rate alternative will require more financial modeling and meeting time. Also, the financial model should be updated to incorporate actual Fiscal Year 2023 customer statistics and operating results. More analytical and meeting time will be needed to finalize the rate study recommendations given the multiple stakeholders involved.

GovRates respectfully requests additional funding of up to two weeks (80 hours) of Senior Consultant time and one week (40 hours) of Project Manager time to complete the Project. The total additional funding request is summarized as follows:

SUMMARY OF ADDITIONAL FUNDING REQUEST	

Project Team Member	Hourly Billing Rate	Additional Hours	Total Additional Funding Requested	
Project Manager	$150.00	40	$6,000	
Senior Consultant	100.00	80		8,000	
Total			$14,000	

With this additional funding, the total not-to-exceed budget for the Project would increase to
$49,000, summarized as follows:

ADJUSTED NOT-TO-EXCEED BUDGET	
Initial Not-to-Exceed Budget	$35,000	
Additional Funding Request	 14,000	
Adjusted Not-to-Exceed Budget	$49,000	
We hope that the District will consider our request for an additional $14,000 to our not-to-exceed budget to be reasonable. We look forward to a successful Project completion.

GovRates, Inc.

Jenny Mantz
Chief Executive Officer

Table 	
West Villages Improvement District Irrigation Rate Study
	Comparison of Typical Monthly Bills for Reclaimed Water Service	

5/8" or 3/4" Meter [1]

Line	0	5,000	10,000	15,000	20,000	25,000	50,000	100,000
 No.  	Description	  Gallons   Gallons   Gallons   Gallons   Gallons   Gallons   Gallons   Gallons 

NOTE: Reclaimed water rates of other utilities may reflect different levels of service or may not fully recover costs of providing service.

 West Villages Improvement District			
1	Existing Rates	$5.56	$9.21	$12.86	$16.51	$20.16	$23.81	$42.06	$78.56	
 Other Florida Utilities:	
2	City of Bradenton	

$5.74	

$9.04	

$12.34	

$15.64	

$18.94	

$21.89	

$36.64	

$66.14	
3	Charlotte County	3.07	9.02	14.97	20.92	26.87	32.82	62.57	122.07	
4	City of Clearwater	18.24	25.84	33.44	41.04	48.64	56.24	94.24	170.24	
5	Collier County	10.71	18.71	26.71	34.71	42.71	50.71	90.71	170.71	
6	Englewood Water District	0.00	2.40	4.80	7.20	9.60	12.00	24.00	48.00	
7	FGUA - Lehigh Acres System (Lee County)	3.86	7.36	10.86	14.36	17.86	21.36	38.86	73.86	
8	City of Marco Island	3.00	12.00	21.00	30.00	39.00	48.00	93.00	183.00	
9	City of Naples	11.67	15.52	19.37	23.22	27.07	30.92	50.17	88.67	
10	City of North Port [2]	0.00	3.40	6.80	10.20	13.60	17.00	34.00	68.00	
11	City of Palmetto	15.10	15.10	15.10	15.10	15.10	15.10	15.10	15.10	
12	City of Sarasota	19.86	26.91	33.96	41.01	45.51	50.01	72.51	117.51	
13	Sarasota County	5.49	7.94	10.39	12.84	15.29	17.74	29.99	54.49	
14	City of Venice (High Pressure)	0.00	7.30	14.60	23.73	34.08	44.43	96.18	199.68	
15	Surveyed Other Florida Utilities' Average	$7.44	$12.35	$17.26	$22.31	$27.25	$32.17	$56.77	$105.96	
16	Maximum	19.86	26.91	33.96	41.04	48.64	56.24	96.18	199.68	
17	Minimum	0.00	2.40	4.80	7.20	9.60	12.00	15.10	15.10	

NOTE: Reclaimed water rates of other utilities may reflect different levels of service or may not fully recover costs of providing service.

 Footnotes:	
[1]	Rates effective as of October 2023.
Page 64

WORK AUTHORIZATION #3 AMENDMENT 03
November 14, 2023

West Villages Improvement District

Subject:	Work Authorization #3 Amendment 03 West Villages Improvement District
Dear Chairman, Governing Board:

Kimley-Horn and Associates, Inc. ("Engineer") is pleased to submit this Work Authorization to provide project engineering services for the West Villages Improvement District ("District"). We will provide these services pursuant to our current agreement dated June 23, 2015 (the "Agreement") as follows:

Scope of Work

West Villages Improvement District will engage the services of the Engineer, as Project Engineer to perform those services as outlined in Exhibit A attached to this Work Authorization, and attendance at meetings of the District's Governing Board as requested by the District. The purpose of this amendment is to extend the Work Authorization from October 1, 2023 to October 1, 2024 and increase Work Authorization fees from not to exceed $200,000 to not to exceed $300,000.

Fees

West Villages Improvement District will compensate Engineer in the amount set forth in the attached Exhibit A, pursuant to the hourly rate schedule contained in the Agreement in accordance with the terms of the Agreement. The District will reimburse Engineer all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement.

This Work Authorization #3 Amendment 03, together with the Agreement, represents the entire understanding between the West Villages Improvement District and Engineer with regard to the referenced Work Authorization. If you wish to accept this work authorization, please sign both copies where indicated, and return one complete copy to our office. Upon receipt, we will promptly schedule our services.

----------------------------

Thank you for considering Kimley-Horn and Associates, Inc. We look forward to working with you.

APPROVED AND ACCEPTED	
Sincerely,	

By: 					 Authorized	Representative	of	West	Villages Improvement District
Date: ----------------------	
By:   
B. Kelley Klepper, Vice President Kimley-Horn and Associates, Inc. Date: November 14, 2023	

EXHIBIT A
WORK AUTHORIZATION #3 PROFESSIONAL SERVICES FOR
REGULATORY ASSISTANCE SERVICES FOR REUSE DISTRIBUTION SYSTEM FDEP PERMIT
PROJECT BACKGROUND
The West Villages Improvement District (District) Reuse Distribution System consists of a Florida Department of Environmental Protection (FDEP) permitted 4.82 million-gallons per day (MGD), annual average daily flow (AADF), slow-rate public access reuse system. The FDEP Permit (No. FLAB07114) was issued on March 17, 2020 and reporting became effective May 2020. Land application (R-001) is a reuse system which consists of a general reuse service area to provide existing and potential users with Part III public access reclaimed water provided by the Southwest Wastewater Reclamation Facility (SWWWRF), Englewood Water District Water Reclamation Facility (EWDWRF), and the Sarasota County South Master Reuse System (SCSMRS). Reclaimed water may be supplemented by ground water from a well permitted by the Southwest Florida Water Management District. Reclaimed water from the SWWWRF, EWDWRF, and SCSMRS facilities along with the supplemental ground water well is stored in PIL-1, Gran Paradiso, and PIL-4 storage ponds.
PURPOSE
The purpose of this scope of services is to provide the District assistance to meet and maintain compliance with the FDEP Reuse Distribution System permit. The assistance includes developing documentation, schedules, manuals, reports, and databases with the goal to establish systems that can be provided to District operations staff to maintain the Reuse Distribution System in compliance with the permit and an increase in Work Authorization fees from not to exceed $200,000 to not to exceed $300,000, for continuing these services through October 01, 2024 and an extension of the Work Authorization schedule to October 01, 2024.
SCOPE OF SERVICES
TASK 1 - MONTHLY AND ANNUAL REPORTING PREPARATION
The Engineer will prepare the monthly and quarterly Discharge Monitoring Report (DMR). The prepared DMRs will be provided to the District for submittal to FDEP. The Engineer will provide the prepared DMRs prior to the FDEP deadline for submittal of the DMR. The District will provide the data that is required to complete the DMR, this includes collecting and testing samples for water quality as required in the FDEP Permit. The District will provide all laboratory results as backup to the Engineer.
The Engineer will prepare the 2023 Annual Reuse Report and provide the report for the District to review prior to submittal to the FDEP by January 28, 2024. The District will provide the data that is required to complete the 2023 Annual Reuse Report.
TASK 2 - DEVELOP REUSE DISTRIBUTION SYSTEM REQUIRED DOCUMENTATION
The Engineer will develop the following list of documents as required by the FDEP permit:
Cross Connection Control Program Manual
Operation and Maintenance Manual
Certification (including sign and seal by Professional Engineer) of Record Drawings
Reuse System User Notification
The Engineer will provide the documents for District review prior to submittal to FDEP. The District will provide available information as necessary to complete the documents.

TASK 3 - MAINTAIN REPORTING DATABASE, DOCUMENTS, AND SCHEDULE
The Engineer will maintain the follow information in spreadsheets:
Historical flows and quality required to be reported by the permit
Reuse storage pond inventory
Schedule of permit requirements
TASK 4 - MISCELLANEOUS ASSISTANCE
The Engineer will assist or complete the following task on an as needed basis at the direction of the District:
Additional reporting not included in Task 1
Permit Applications for new users
Training of WVID to complete monthly and quarterly reporting and maintaining documents and databases.
Additional Services if Required
Services requested that are not specifically described in the Scope of Services above will be considered additional services and may be provided as a work authorization amendment. These services may include but are not limited to the following:
Hydrogeological Services
Water Quality Testing
Environmental Services
Major or Minor Permit Modifications
Schedule
The work shall commence upon execution of this Work Order and will be provided as mutually agreed with the District. It is anticipated that the services listed in the scope will meet the permitting requirements through October 1, 2024.
Fees and Expenses
Professional will complete the above scope of services on a time and material basis, pursuant to the hourly rate schedule contained in the Agreement and not to exceed $300,000. Client agrees to pay all permitting fees.
Time and materials fee will be invoiced monthly based on hours complete and expenses incurred. Payment will be due within twenty-five (25) days of your receipt of the invoice and should include the invoice number and the Kimley-Horn project number.

AGREEMENT BY AND BETWEEN THE WEST VILLAGES IMPROVEMENT DISTRICT AND A.M.C. CONTRACTING, INC. FOR IRRIGATION DISTRIBUTION LINE REPAIRS

This Agreement (the “Agreement”) is made entered into this 11th day of January 2024, by and between:

West Villages Improvement District, a local unit of special-purpose government established pursuant to Chapter 2004-456, Laws of Florida, as amended, and located in the City of North Port, Florida and unincorporated Sarasota County, Florida, with a mailing address of 2501 Burns Road, Suite A, Palm Beach Gardens, Florida 33410 (the “District”); and

A.M.C. Contracting, Inc., a Florida corporation, with a mailing address of 5656 Sawyer Circle, Sarasota, Florida 34233 (“Contractor” and, together with the District, the “Parties”).

RECITALS

Whereas, the District was established pursuant to Chapter 2004-456, Laws of Florida, as amended, for the purpose of planning, financing, constructing, operating and/or maintaining certain public infrastructure improvements; and

WHEREAS, the District has a need to retain an independent contractor to provide the materials, labor, items, and tools necessary to repair the District’s irrigation distribution line serving the Stillwell at Wellen Park development, all as more particularly described and identified in Exhibit A (the “Services”), which is incorporated herein by this reference. The location of the Repairs is identified and depicted in Exhibit B, which is incorporated herein by this reference; and
Whereas, Contractor represents that it is qualified, willing and able to serve as a contractor for the repair of the aforementioned irrigation distribution line and has agreed to perform the Services for the District; and

Whereas, the District and Contractor warrant and agree that they have all right, power and authority to enter into and be bound by this Agreement.
Now, therefore, in consideration of the recitals, agreements, and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

Section 1. Recitals. The recitals so stated above are true and correct and by this reference are incorporated into and form a material part of this Agreement.

Section 2.	Scope of Services; Term.

Contractor agrees to provide all materials, labor, items and tools necessary to perform the Services, as described in Exhibit A.
Services shall be completed within forty (40) days, unless an extension is granted in writing by the District, in its sole discretion. Time is of the essence with respect to the Services. District may terminate this Agreement or any part thereof if such performance is not in material accordance with the specifications of this Agreement, including the schedule. Contractor shall indemnify the District for all loss and damage of whatever nature caused by such delay or failure, excepting only delays for causes beyond Contractor’s reasonable control.

Contractor agrees to perform the Services to the satisfaction of the District, in a first-class and workmanlike manner, and using the highest level of professional skill, care and diligence. Contractor shall perform the Services in conformity with accepted standards of safety and the District’s specifications as may be promulgated by the District from time to time.

Contractor shall be solely responsible for the means, manner and methods by which its duties, obligations and responsibilities are met to the satisfaction of the District. While providing the Services, Contractor shall assign such staff as may be required, and such staff shall be responsible for coordinating, expediting, and controlling all aspects to assure completion of the Services.
This Agreement grants to Contractor the right to enter the lands that are subject to this Agreement, for those purposes described in this Agreement, and Contractor hereby agrees to comply with all applicable laws, rules, and regulations. Contractor shall use all due care to protect the property of the District, its residents and landowners from damage. Contractor agrees to commence repairs for any damage resulting from Contractor’s activities and work within twenty-four (24) hours, and Contractor agrees to complete such repairs within a reasonable amount of time.

Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Agreement. At completion of the Services, Contractor shall remove from the site waste materials, rubbish, tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up as provided herein, the District may do so, and the cost thereof shall be charged to Contractor.

Section 3.	Compensation, Payment, and Retainage.

For completion of the Services as identified in Exhibit A, the District shall pay Contractor Forty-Eight Thousand One Hundred Fifteen Dollars and Zero Cents ($48,115.00). This compensation includes all materials, labor, items and tools as set forth in Exhibit A.

If the District should desire additional work or services, Contractor agrees to negotiate in good faith to undertake such additional work or services. Upon successful negotiations, the Parties shall agree in writing to an addendum, addenda, or change order(s) to this Agreement. Contractor shall be compensated for such agreed additional work or services based upon a payment amount acceptable to the Parties and agreed to in writing.

The District may require, as a condition precedent to making any payment to Contractor, that all subcontractors, material men, suppliers or laborers be paid and require evidence, in the form of lien releases or partial waivers of lien, to be submitted to the District by those subcontractors, material men, suppliers or laborers, and further require that Contractor provide an Affidavit relating to the payment of said indebtedness. Further, the District shall have the right to require, as a condition precedent to making any payment, evidence from Contractor, in a form satisfactory to the District, that any indebtedness of Contractor, as to services to the District, has been paid and that Contractor has met all of the obligations with regard to the withholding and payment of taxes, Social Security payments, Workmen’s Compensation, Unemployment Compensation contributions, and similar payroll deductions from the wages of employees.

SECTION 4. WARRANTY; DAMAGE TO PROPERTY. In addition to all manufacturer warranties for materials purchased for purposes of this Agreement, and any other warranties as set forth in Exhibit A, all Services provided by Contractor pursuant to this Agreement shall be warranted for one (1) year from the date of acceptance of the Services by the District or such other term as described in Exhibit A, whichever is greater. Contractor shall remedy defective Services to the District’s satisfaction and at the District’s discretion. Neither final acceptance of the Services, nor final payment therefore, nor any provision of the Agreement shall relieve Contractor of responsibility for defective or deficient Services. If any of the Services are found to be defective, deficient, or not in accordance with the Agreement, Contractor shall correct it promptly after receipt of a written notice from the District and correct and pay for any other damage resulting therefrom to District property or the property of landowners within the District.
Section 5.	Insurance.

Contractor, and any of its subcontractors, shall, at its own expense, maintain insurance during the performance of the Services under this Agreement, with limits of liability not less than the following:
Workers’ Compensation	statutory
General Liability
Bodily Injury (including contractual)	$1,000,000
Property Damage (including contractual)	$1,000,000
Automobile Liability (if applicable)
Bodily Injury and Property Damage	$1,000,000
The District, its agents, staff, consultants and supervisors shall be named as an additional insured. Contractor shall furnish the District with the Certificate of Insurance

evidencing compliance with this requirement. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverages, as certified, shall not be effective within thirty (30) days of prior written notice to the District. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the State of Florida, and such carrier shall have a Best’s Insurance Reports rating of at least A-VII.
If Contractor, or its subcontractors, as applicable, fails to have secured and maintained the required insurance, the District has the right (without any obligation to do so, however), to secure such required insurance in which event Contractor shall pay the cost for that required insurance and shall furnish, upon demand, all information that may be required in connection with the District’s obtaining the required insurance.
Section 6.  Indemnification.

Contractor agrees to defend, indemnify, and hold harmless the District and its supervisors, officers, agents, employees, successors, assigns, members, affiliates, or representatives from any and all liability, claims, actions, suits, liens, demands, costs, interest, expenses, damages, penalties, fines, judgments against the District, or loss or damage, whether monetary or otherwise, arising out of, wholly or in part by, or in connection with the Services to be performed by Contractor, its subcontractors, its employees and agents in connection with this Agreement, including litigation, mediation, arbitration, appellate, or settlement proceedings with respect thereto.

Obligations under this section shall include the payment of all settlements, judgments, damages, liquidated damages, penalties, fines, forfeitures, back pay awards, court costs, arbitration and/or mediation costs, litigation expenses, attorneys’ fees, paralegal fees (incurred in court, out of court, on appeal, or in bankruptcy proceedings), any interest, all as actually incurred.

Section 7. Limitations on Governmental Liability. Nothing in this Agreement shall be deemed as a waiver of the District’s sovereign immunity or the District’s limits of liability as set forth in section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under such limitations of liability or by operation of law.

Section 8.  Compliance with Governmental Regulation. Contractor shall
keep, observe, and perform all requirements of applicable local, State, and Federal laws, rules, regulations, or ordinances. If Contractor fails to notify the District in writing within five (5) days of the receipt of any notice, order, required to comply notice, or a report of a violation or an alleged violation, made by any local, State, or Federal governmental body or agency or subdivision thereof with respect to the services being rendered under this Agreement or any action of Contractor or any of its agents, servants, employees, or materialmen, or with respect to terms, wages, hours, conditions of employment, safety appliances, or any other requirements applicable to provision of services, or fails to comply with any requirement of such agency within five (5) days after receipt of any such notice, order, request to comply notice, or report of a violation or an alleged violation, the District may terminate this Agreement, such termination to be effective upon the giving of

notice of termination.

Section 9.  Liens and Claims. Contractor shall promptly and properly pay for all labor employed, materials purchased, and equipment hired by it to perform under this Agreement. Contractor shall keep the District’s property free from any materialmen’s or mechanic’s liens and claims or notices in respect to such liens and claims, which arise by reason of Contractor’s performance under this Agreement, and Contractor shall immediately discharge any such claim or lien. In the event that Contractor does not pay or satisfy such claim or lien within three (3) business days after the filing of notice thereof, the District, in addition to any and all other remedies available under this Agreement, may terminate this Agreement to be effective immediately upon the giving of notice of termination.

Section 10. Custom and Usage. It is hereby agreed, any law, custom, or usage to the contrary notwithstanding, that the District shall have the right at all times to enforce the conditions and agreements contained in this Agreement in strict accordance with the terms of this Agreement, notwithstanding any conduct or custom on the part of the District in refraining from so doing; and further, that the failure of the District at any time or times to strictly enforce its rights under this Agreement shall not be construed as having created a custom in any way or manner contrary to the specific conditions and agreements of this Agreement, or as having in any way modified or waived the same.

Section 11. Successors. This Agreement shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the Parties to this Agreement, except as expressly limited in this Agreement.
Section 12. Termination. The District agrees that Contractor may terminate this Agreement with cause by providing ten (10) days’ written notice of termination to the District stating a failure of the District to perform according to the terms of this Agreement; provided, however, that the District shall be provided a reasonable opportunity to cure any failure under this Agreement. Contractor agrees that the District may terminate this Agreement immediately for cause by providing written notice of termination to Contractor. The District shall provide ten (10) days’ written notice of termination without cause. Upon any termination of this Agreement, Contractor shall be entitled to payment for all work and/or services rendered up until the effective termination of this Agreement, subject to whatever claims or off-sets the District may have against Contractor.

Section 13. Permits and Licenses. All permits and licenses required by any governmental agency directly for the District shall be obtained and paid for by the District. All other permits or licenses necessary for Contractor to perform under this Agreement shall be obtained and paid for by Contractor.

SECTION 14. ASSIGNMENT. Neither the District nor Contractor may assign this Agreement without the prior written approval of the other. Any purported assignment without such approval shall be void.

Section 15.	Independent Contractor Status.	In all matters relating to this

Agreement, Contractor shall be acting as an independent contractor. Neither Contractor nor employees of Contractor, if there are any, are employees of the District under the meaning or application of any Federal or State Unemployment or Insurance Laws or Old Age Laws or otherwise. Contractor agrees to assume all liabilities or obligations imposed by any one or more of such laws with respect to employees of Contractor, if there are any, in the performance of this Agreement. Contractor shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and Contractor shall have no authority to represent the District as an agent, employee, or in any other capacity, unless otherwise set forth in this Agreement.

Section 16. Headings for Convenience Only. The descriptive headings in this Agreement are for convenience only and shall neither control nor affect the meaning or construction of any of the provisions of this Agreement.

Section 17. Enforcement of Agreement. In the event that either the District or Contractor is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorneys’ fees, paralegal fees, expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

Section 18. Agreement. This instrument shall constitute the final and complete expression of this Agreement between the Parties relating to the subject matter of this Agreement.

Section 19. Amendments. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both Parties.
Section 20. Authorization. The execution of this Agreement has been duly authorized by the appropriate body or official of the Parties, the Parties have complied with all the requirements of law, and the Parties have full power and authority to comply with the terms and provisions of this Agreement.

SECTION 21. NOTICES. All notices, requests, consents and other communications under this Agreement (“Notice” or “Notices”) shall be in writing and shall be hand delivered, mailed by First Class Mail, postage prepaid, or sent by overnight delivery service, to the Parties, as follows:
If to District:	West Villages Improvement District 2501 Burns Road, Suite A
Palm Beach Gardens, Florida 33410 Attn: District Manager

With a copy to:	Kutak Rock LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to Contractor:	A.M.C. Contracting, Inc.
5656 Sawyer Circle

Sarasota, Florida 34233
Attn: 	

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

Section 22. Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties hereto and no right or cause of action shall accrue upon or by reason, to or for the benefit of any third party not a formal party to this Agreement. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties hereto any right, remedy, or claim under or by reason of this Agreement or any of the provisions or conditions of this Agreement; and all of the provisions, representations, covenants, and conditions contained in this Agreement shall inure to the sole benefit of and shall be binding upon the Parties hereto and their respective representatives, successors, and assigns.

Section 23. Applicable Law and Venue. This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. Each Party consents that the exclusive venue for any litigation arising out of or related to this Agreement shall be in a court of appropriate jurisdiction, in and for Sarasota County, Florida.
SECTION 24. PUBLIC RECORDS. Contractor understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Contractor agrees to comply with all applicable provisions of Florida law in handling such records, including but not limited to section 119.0701, Florida Statutes. Contractor acknowledges that the designated public records custodian for the District is William Crosley (“Public Records Custodian”). Among other requirements and to the extent applicable by law, Contractor shall 1) keep and maintain public records required by the District to perform the service;
2) upon request by the Public Records Custodian, provide the District with the requested public records or allow the records to be inspected or copied within a reasonable time period at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes; 3) ensure that public records which are exempt or confidential, and exempt from public records disclosure requirements, are not disclosed except as authorized by law for the duration of the contract term and following the contract term if Contractor does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of the contract, transfer to the District, at no cost, all public records in Contractor’s possession or, alternatively, keep, maintain and meet all applicable requirements for retaining public records pursuant to Florida laws. When such public records are

transferred by Contractor, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the District in a format that is compatible with Microsoft Word or Adobe PDF formats.

IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 630-4922, WCROSLEY@SDSINC.ORG, 2501A BURNS ROAD, PALM BEACH GARDENS, FLORIDA 33410.
Section 25. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part of this Agreement not held to be invalid or unenforceable.

Section 26. Arm’s Length Transaction. This Agreement has been negotiated fully between the Parties as an arm's length transaction. The Parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are each deemed to have drafted, chosen, and selected the language, and any doubtful language will not be interpreted or construed against any party.

Section 27. Counterparts. This instrument may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute an original, and such counterparts together shall constitute one and the same instrument. Signature and acknowledgment pages, if any, may be detached from the counterparts and attached to a single copy of this document to physically form one document.

Section 28. E-Verify Requirements. The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, beginning January 1, 2021, to the extent required by Florida Statute, Contractor shall register with and use the United States Department of Homeland Security’s E-Verify system to verify the work authorization status of all newly hired employees. The District may terminate this Agreement immediately for cause if there is a good faith belief that the Contractor has knowingly violated Section 448.091, Florida Statutes.

If the Contractor anticipates entering into agreements with a subcontractor for the Work, Contractor will not enter into the subcontractor agreement without first receiving an affidavit from the subcontractor regarding compliance with Section 448.095, Florida Statutes, and stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Contractor shall maintain a copy of such affidavit for the duration of the agreement and provide a copy to the District upon request.

In the event that the District has a good faith belief that a subcontractor has knowingly violated Section 448.095, Florida Statutes, but the Contractor has otherwise complied with its obligations hereunder, the District shall promptly notify the Contractor. The Contractor agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, the Contractor or any subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09(1), Florida Statutes, shall promptly terminate its agreement with such person or entity.

By entering into this Agreement, the Contractor represents that no public employer has terminated a contract with the Contractor under Section 448.095(2)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

SECTION 29.	COMPLIANCE WITH SECTION 20.055, FLORIDA STATUTES. The Contractor
agrees to comply with Section 20.055(5), Florida Statutes, to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant such section and to incorporate in all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes .

Section 30.  Scrutinized Companies Statement. Contractor certifies it: (i) is not in violation of Section 287.135, Florida Statutes, (ii) is not on the Scrutinized Companies with Activities in Sudan List; (iii) is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; (iv) does not have business operations in Cuba or Syria; (v) is not on the on the Scrutinized Companies that Boycott Israel List; and (vi) is not participating in a boycott of Israel. If the Contractor is found to have submitted a false statement with regards to the prior sentence, has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List, has engaged in business operations in Cuba or Syria, and/or has engaged in a boycott of Israel, the District may immediately terminate this Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first written above.

ATTEST:	WEST VILLAGES IMPROVEMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

WITNESS:	A.M.C. CONTRACTING, INC., a Florida
corporation

Print Name:		By: 	
Its: 	

Exhibit A:	Scope of Services
Exhibit B:	Services Map

Scope of Services

Services Map

FUNDING AGREEMENT FOR IRRIGATION DISTRIBUTION LINE REPAIRS

This Funding Agreement (the “Agreement”) is made and entered into this 11th day of January 2024, by and between:

WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special- purpose government established pursuant to Chapter 2004-456, Laws of Florida, as amended, and located in the City of North Port, Florida and unincorporated Sarasota County, Florida, with a mailing address of 2501 Burns Road, Suite A, Palm Beach Gardens, Florida 33410 (the “District”); and

CRH WP OWNER, LLC, a Delaware limited liability company and a developer of certain real property located within the District with a mailing address of 80 East Rich Street, Suite 120, Columbus, Ohio 43215 (the “Developer” and, together with the District, the “Parties”).
RECITALS

WHEREAS, the District is a local unit of special-purpose government created and existing pursuant to Chapter 2004-456, Laws of Florida, as amended for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

WHEREAS, the District has a need to make certain repairs to an irrigation distribution line (the “Improvements”) servicing property known as “Stillwell at Wellen Park” (the “Development”) being developed by Developer due to the installation of deficient or defective materials utilized during the installation of irrigation improvements internal to the Development by the Developer; and
WHEREAS, prior to the date hereof, the District has conducted certain emergency repairs as identified in the attached Exhibit A (the “Emergency Repairs”); and
WHEREAS, contemporaneous with the execution of this Agreement, the District has entered into that certain Agreement for Irrigation Distribution Line Repairs, dated January 11, 2024 to provide additional repairs relative to the irrigation distribution line (the “Future Repairs”), a copy of which is attached hereto as Exhibit B; and

WHEREAS, the Developer desires to fund the District’s costs and expenses for the repair of the Improvements, including but not limited to the Emergency Repairs, the Future Repairs, and those repairs that may not be identified as of the date hereof but that are necessary for the completion of the full repair of the Improvements (collectively, the “Repairs”) , and the Parties accordingly desire to enter into this Agreement relative to same.

1
4858-8109-2249.1

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

PROVISION OF FUNDS. Developer agrees to make available to the District such monies as are reasonably necessary for the District to proceed with the Repairs, including all fees, costs, or other expenses incurred by the District. Such costs shall include the expenses related to the services of the District’s Engineer, Counsel, Manager, or other professionals, for the work contemplated by this Agreement.

Developer agrees to provide to the District any such monies upon receipt of an invoice from the District requesting such funds. Such funds, and all future funds provided pursuant to this Agreement, may be supplied by check, cash, wire transfer or other form of payment deemed satisfactory in the sole discretion of the District as determined by the District Manager.
Developer and the District agree that all fees, costs, or other expenses incurred by the District for the Repairs shall be paid solely from the funds provided by Developer pursuant to this Agreement. Such payments shall be made in accordance with the District’s normal invoice and payment procedures. The District agrees that any funds provided by Developer pursuant to this Agreement shall be used solely for fees, costs, and expenses arising from or related to the work contemplated by this Agreement.

The District agrees to provide to Developer, on a monthly basis, copies of all invoices, requisitions, or other bills for which payment is to be made from the funds provided by Developer. The District agrees to provide to Developer, monthly, a statement from the District Manager showing funds on deposit prior to payment, payments made, and funds remaining on deposit with the District.

Developer agrees to provide funds within fifteen (15) days of receipt of written notification from the District Manager of the need for such funds.

DEFAULT. A default by either party under this Agreement shall entitle the other to all remedies available at law or in equity, which may include, but not be limited to, the right of damages, injunctive relief and/or specific performance.

ENFORCEMENT OF AGREEMENT. In the event that either party is required to enforce this Agreement by court proceedings or otherwise, then the substantially prevailing party shall be entitled to recover all fees and costs incurred, including reasonable attorney’s fees, paralegal fees, expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

AGREEMENT. This instrument shall constitute the final and complete expression of this Agreement between the Parties relating to the subject matter of this Agreement.
4858-8109-2249.1	2

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

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

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

If to District:	West Villages Improvement District 2501-A Burns Road
Palm Beach Gardens, Florida 33410 Attn: District Manager
With a copy to:	Kutak Rock, LLP
107 West College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to Developer:	CRH WP Owner, LLC 80 East Rich Street Columbus, Ohio 43215 Attn: 	

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

THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the Parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or
4858-8109-2249.1	3

conditions hereof; and all of the provisions, representations, covenants, and conditions herein contained shall inure to the sole benefit of and shall be binding upon the Parties hereto and their respective representatives, successors, and assigns.

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

CONTROLLING LAW; VENUE. This Agreement and the provisions contained herein shall be construed, interpreted, and controlled according to the laws of the State of Florida. Venue shall be in Sarasota County, Florida.

EFFECTIVE DATE. The Agreement shall be effective after execution by both Parties hereto and shall remain in effect unless terminated by either of the Parties hereto.

PUBLIC RECORDS. Developer understands and agrees that all documents of any kind provided to the District or to District Staff in connection with the work contemplated under this Agreement are public records and are treated as such in accordance with Florida law.

[SIGNATURES ON NEXT PAGE]

4858-8109-2249.1	4

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

ATTEST:	WEST VILLAGES
IMPROVEMENT DISTRICT

Secretary / Assistant Secretary	Chairperson, Board of Supervisors

WITNESSES:

CRH WP OWNER, LLC, an Delaware limited liability company

	
By: 	 Print Name: 		Its: 		

Exhibit A: Invoice for Emergency Repairs
Exhibit B: Agreement for Future Repairs

5
4858-8109-2249.1

Exhibit A

Invoice for Emergency Repairs

Date: 8/04/2023
lrt oioe # ll\l\li100.2

A.M.C. COl'ltrac:llng, ln.C:.
5656 SllW',''ef Cir.
Sllrasotll, fl. 34233
941-320-31:2:6
mcmn ctlnglru:(!tvtttzo.n. n@t

WHl VJtlag,l!S ]mpnYll!!!mfnt Di!:tl'1c:t 12260 Eviirglow Drive
Orth Port,	34293

CustomerW
J

I u, b

I Du   IJ..I t ;! 

I p •  vme " t

rern,j;

!

#J

ll'lv,	liJ4/202J

Qr I'	0   $,   I pl  J'0 N	U ti  Ir P r J
llw I re-,alr, and lemi,. t,a fill, o lndLJd'e all ulpment, ml!t rlal'.5 and labor m complf!m i prn]@tt

,	I. In  T O [	I

5

S II b to ta I	6,S00.00

6,SU0.00

4858-8109-2249.1	6

Exhibit B

Agreement for Future Repairs

4858-8109-2249.1	7

WEST VILLAGES IMPROVEMENT DISTRICT
Unit of Development No. 10 Master Engineer’s Report
JANUARY 11, 2024

SUBMITTED BY
Dewberry Engineers Inc. 2201 Cantu Court
Suite 107 Sarasota, Florida
Phone: 813.327.7044
Contact: Giacomo Licari

SUBMITTED TO
West Villages Improvement District
19503 S. West Villages Parkway Suite #A3 Venice, Florida 34293
Phone: 941.244.2703

Master Engineer’s Report Table of Contents
GENERAL	2
PURPOSE AND SCOPE	2
LANDS IN UNIT OF DEVELOPMENT NO. 10	2
EXISTING CONDITIONS	2
Topography	2
Soil and Vegetation	2
Land Use and Zoning	3
INFRASTRUCTURE PLANS	3
Public Infrastructure Improvements	3
Permitting	3
Estimated Costs of Improvements	5
MAINTENANCE RESPONSIBILITIES	5
Public Infrastructure Improvements	6
SUMMARY AND CONCLUSION	6
ENGINEER’S CERTIFICATION	6

Table of Tables
Table 5.1 Permitting Status	4

Table 5.2 Estimated Costs of Improvements	5

Table of Exhibits
Unit 10 Sketch & Legal Description	Exhibit A

Aerial Location Map	Exhibit B

GENERAL
The West Villages Improvement District (“WVID”) was created by and operates under Chapter 2004-456, Laws of Florida, as amended (the “Act”) and operates pursuant to the Act and applicable provisions of Chapter 298, Florida Statutes and other Florida law. WVID was created to construct, operate, and maintain public works and utilities including water, sewer, drainage, irrigation, water management, parks, recreational facilities, roadway, or related activities, as more particularly described in Chapter 2004-456, Laws of Florida.

PURPOSE AND SCOPE
The purpose of this Master Engineer’s Report (“Report”) is to present the nature and extent of the improvements that may be constructed or acquired by WVID for and on behalf of the Unit of Development No. 10 (“Unit No. 10” or “Project”). These improvements will thereafter be owned, operated, and/or maintained by either WVID or another legally empowered governmental entity.

The text of this Report generally describes the existing land within Unit No. 10 and the proposed improvements and recommendations. This Report is not intended to be used for exact representation or for construction purposes since detailed construction documents for all of the proposed improvements have not yet been finalized.

LANDS IN UNIT OF DEVELOPMENT NO. 10
An Aerial Location Map showing the location of Unit No. 10 is included as Exhibit B. The legal description(s) and sketch(es) are included as Exhibit A and reflect the lands included in Unit No. 10. These lands total approximately 878.3 acres.

EXISTING CONDITIONS
Topography
The area within Unit No. 10 is relatively flat with site elevations ranging from approximately nine (9) feet to fifteen (15) feet. The land within Unit No. 10 is primarily undeveloped pasture and rangelands, upland pine flatwood, and wetlands.
Soil and Vegetation
Based on the 1991 Soil Survey of Sarasota County, Florida, prepared by the United States Department of Agriculture (USDA) Soil Conservation Service (SCS), the predominant surficial soil types within Unit No. 10 are identified as SCS Soil No. 10, EauGallie and Myakka Fine Sands, SCD Soils No. 22, Holopaw fine sand, SCS Soils No. 31, Pineda Fine Sand, and Pople Fine Sands. SCS Soil No. 10 is a nearly level, poorly drained soil that can be made up entirely of EauGallie and similar soils, entirely Myakka and similar soils, or a combination of EauGallie, Myakka and other soils. Typically, the EauGallie soil has a surface layer of black fine sand with a subsurface layer of gray fine sand to a depth of about 22 inches. The surface layer of the Myakka soil is typically dark grayish brown fine sand about 6 inches thick while the subsurface layer is light gray fine sand about 18 inches thick. Pineda Fine Sand is a nearly level, poorly drained soil. Typically, the surface and subsurface layers are grey fine sands totaling approximately 22 inches thick. The subsoil consists of an upper layer of 14 inches of brown fine sand and a lower layer of 12 inches of mottled, light brownish gray fine sandy loam. Pople Fine Sand is nearly level, poorly drained soil on low hammocks and in poorly defined drainageways and broad sloughs. Typically, the surface layer is very dark grayish brown fine sand approximately four (4) inches thick. The subsurface layer is light brownish gray fine sand approximately three (3) inches thick. The subsoil is brown and brownish yellow fine sand in the upper 21-inches and gray fine sandy loam in the lower 28-inches.

The property within Unit No. 10 currently consists of various vegetative communities comprised of both upland and wetland habitats. Several of the vegetation communities have been modified as a result of onsite agricultural activities including ditching and fire suppression. Areas that were historically extensive open forests or wiregrass prairies have since become heavily forested or have been cleared for cattle

grazing and commercial nursery. Extensive ditching has also altered the hydrology of several of the wetland systems onsite, particularly where the ditches bisect wetlands or are adjacent to wetlands.

Land Use and Zoning
Unit No. 10 is located within the City of North Port, Florida (“City”). The land within the boundary of Unit No. 10 is currently being designed and prepared for development review and approval with the City. It is expected that the City will approve uses compatible with the adopted Comprehensive Land Use Plan (“CLUP”).

INFRASTRUCTURE PLANS
Public Infrastructure Improvements
WVID has formed Unit No. 10 to finance infrastructure design and construction to provide public infrastructure for Unit No. 10 and its ultimate property owners.

The improvements for Unit No. 10 will be consistent with the CLUP and implementing ordinances, studies, plans, and may include:

Public roadways, including thoroughfares, arterial, collector, or local streets;
Drainage and stormwater improvements;
Water and sewer facilities;
Irrigation facilities;
Public roadway landscape, lighting, signage, and furnishings;
Entry features; and
Consulting and contingencies.

Access to the Project will be provided via River Road, US 41, West Villages Parkway, Preto Boulevard, Manasota Beach Road, and Playmore Drive. Potable water and sanitary sewer services will be provided by the City.
Permitting
Required permits, approved and proposed, are summarized in Table 5.1. It is our opinion that there are no technical reasons existing at this time that would prohibit the permitting and construction of the planned infrastructure, subject to continued compliance with agency criteria and conditions of the already approved plans and permits.

Permits necessary to complete the Project have either been obtained as described below, or in our opinion, are obtainable from the permitting agencies, subject to reasonable, normal, and customary permit conditions.

The remainder of this page has been left intentionally blank.

Table 5.1 Permitting Status
Permitting Status	
PERMIT	PERMIT NUMBERS	DATE APPROVED	
Manasota Beach Rd – From Preto Boulevard to River Road, including sections of Preto Boulevard and West Villages Parkway	INF 20-036	06/16/2020	
Wastewater Treatment Plant	FDEP FLA B07114-001-DWIR MAS 17-168	3/17/2020	
Water Treatment Plant	FDEP FLA 984841-001-DWIP	09/20/2017	
Parks/Government	TBD	TBD	
Various Water Management Improvements	INF-15-153/ SCP-15-122	10/04/2016	
Manasota Beach Rd. Extension	
SWFWMD ERP	864613 / 43032522.114	06/26/2023	
CONP INF - Construction Permit	INF-23-034	06/16/2023	
CONP SCP - Construction Permit	SCP-23-035	06/16/2023	
FDEP Water Permit	0208589-255-DSGP	05/23/2023	
FDEP Wastewater Permit	CS58-435524	06/01/2023	
Preto Boulevard South Extension	
SWFWMD ERP	857117 / 43032522.102	01/10/2023	
CONP INF - Construction Permit	INF-22-222	01/28/2023	
CONP SCP - Construction Permit	SCP-22-224	01/28/2023	
FDEP Water Permit	0208589-252-DSGP	03/31/2023	
FDEP Wastewater Permit	CS58-432586		
Village I Neighborhood Improvements Phase 1	
SWFWMD ERP - Mass Grading	867347 / 43032522.112	10/04/2023	
CONP INF - Construction Permit	INF-23-067	08/17/2023	
CONP SCP - Construction Permit	SCP-23-068	08/17/2023	
SWFWMD ERP - Construction Plans	867347 / 43032522.112	10/04/2023	
FDEP Water Permit	0208589-265-DGSP	10/04/2023	
FDEP Wastewater Permit	CS58-440364	10/16/2023	
Village I Neighborhood Improvements Phase 2			
SWFWMD ERP - Mass Grading	867347 / 43032522.112	10/04/2023	
CONP Mass Grading INF Permit	TBD	TBD	
CONP INF - Construction Permit	TBD	TBD	
SWFWMD ERP - Construction Plans	TBD	TBD	
FDEP Water Permit	TBD	TBD	
FDEP Wastewater Permit	TBD	TBD	

Estimated Costs of Improvements
Table 5.2 lists the components of the planned improvements for Unit No. 10, together with their estimated costs of design and construction. The table also includes an estimate of administrative, consulting, engineering, legal and other fees, and contingencies associated with the improvements.

Table 5.2 Estimated Costs of Improvements
Estimated Costs of Improvements (2023 Dollars)	
IMPROVEMENTS	ESTIMATED COSTS	
Collector and Arterial Roads (See Note 1)	$21,100,000.00	
Wastewater Treatment Plant (Pro Rata Share – See Notes 2 and 3)	$6,700,000.00	
Water Treatment Plant (Pro Rata Share – See Notes 2 and 3)	$4,800,000.00	
Master Water Management	$200,000.00	
Parks/Government	$200,000.00	
Consultants and Administration (15%)	$5,000,000.00	
Subtotal	$38,000,000.00	
Village I Phase 1 Neighborhood Improvements		
Earthwork	$10,700,000.00	
Drainage and Stormwater	$8,000,000.00	
Potable Water	$2,800,000.00	
Wastewater	$4,500,000.00	
Master Irrigation	$1,600,000.00	
Consultants and Administration (15%)	$4,100,000.00	
Subtotal	$31,700,000.00	
Village I Phase 2 Neighborhood Improvements		
Earthwork	$9,800,000.00	
Drainage and Stormwater	$7,200,000.00	
Potable Water	$2,600,000.00	
Wastewater	$4,100,000.00	
Master Irrigation	$1,400,000.00	
Consultants and Administration (15%)	$3,800,000.00	
Subtotal	$28,900,000.00	
Total	$98,600,000.00	
		
Note 1 – Roadway costs include roads, potable water, sanitary sewer, irrigation, drainage, landscaping, and street lighting.
Note 2 – Costs of the wastewater treatment plant and water treatment plant are Unit No. 10’s estimated pro rata share of the plant’s usage.
Note 3 – Costs are rounded to the nearest $1 million.

MAINTENANCE RESPONSIBILITIES
Public Infrastructure Improvements
Maintenance and operational responsibilities of the Project will include the following:

Maintenance and operation of the potable water and sanitary sewer systems will be the responsibility of the City;
Maintenance and operation of the stormwater management system will be the responsibility of the WVID;
Maintenance and operation of the collector and arterial roadway, sidewalk, and landscaping improvements will be the responsibility of WVID, City, or FDOT depending on the ownership of the road; and
Maintenance of parks or government projects will be the responsibility of the WVID or City.

SUMMARY AND CONCLUSION
The improvements, as outlined, are necessary for the functional development of the Project, which is being designed in accordance with current governmental regulatory requirements. The Project will serve its intended function provided the construction is in substantial compliance with the design. Items of construction for the Project are based upon current development plans.

ENGINEER’S CERTIFICATION
It is our professional opinion that the infrastructure costs provided herein for the WVID improvements for the Project are reasonable to complete the construction of the infrastructure described herein and that these infrastructure improvements will benefit and add value to the WVID. These estimated costs are based upon prices currently being experienced for similar items of work in southwest Florida and expected inflation in the future. Actual costs may vary based on final engineering, planning, and approvals from regulatory agencies.
I hereby certify that the foregoing is a true and correct copy of the Master Engineer’s Report for the WVID.

Giacomo Licari, P.E.
Florida Registration No. 72415

 
DESCRIPTION:	  
A parcel of land lying in Sections 5, 6, 7, and 8, Township 40 South, Range 20 East, Sarasota County, Florida, and being more particularly described as follows:

BEGIN at the Southwest corner of said Section 7; run thence along the West boundary thereof the following two (2) courses:
N.00°54'18"E., a distance of 2622.54 feet; 2) N.00°05'37"E., a distance of 2689.29 feet to the Southwest corner of said Section 6; thence along the West boundary thereof, N.00°08'44"E., a distance of 2164.18 feet to the Southwest corner of lands described in Official Records Instrument Number 2004012753, of the Public Records of Sarasota County, Florida; thence along the Southerly boundary of said lands described in Official Records Instrument Number 2004012753, the following twenty-one (21) courses: 1) Easterly, 250.26 feet along the arc of a non-tangent curve to the right having a radius of 633.03 feet and a central angle of 22°39'03" (chord bearing N.80°07'10"E., 248.63 feet) to a point of compound curvature;
Easterly, 108.46 feet along the arc of a compound curve to the right having a radius of 174.77 feet and a central angle of 35°33'31" (chord bearing S.70°46'33"E., 106.73 feet) to a point of compound curvature; 3) Southeasterly, 152.31 feet along the arc of a compound curve to the right having a radius of 280.04 feet and a central angle of 31°09'43" (chord bearing S.37°24'56"E., 150.44 feet) to a point of reverse curvature; 4) Easterly, 284.27 feet along the arc of a reverse curve to the left having a radius of 103.32 feet and a central angle of 157°38'36" (chord bearing N.79°20'38"E., 202.72 feet) to a point of reverse curvature; 5) Northeasterly, 286.87 feet along the arc of a reverse curve to the right having a radius of 206.41 feet and a central angle of 79°37'44" (chord bearing N.40°20'12"E., 264.33 feet) to a point of compound curvature; 6) Easterly,
224.87 feet along the arc of a compound curve to the right having a radius of 255.42 feet and a central angle of 50°26'37" (chord bearing S.74°37'38"E., 217.68 feet); 7) S.79°48'26"E., a distance of 101.21 feet; 8) N.69°47'28"E., a distance of
238.17 feet to a point of non-tangent curvature; 9) Easterly, 327.48 feet along the arc of a non-tangent curve to the left having a radius of 565.61 feet and a central angle of 33°10'24" (chord bearing N.76°20'49"E., 322.92 feet) to a point of reverse curvature; 10) Easterly, 232.70 feet along the arc of a reverse curve to the right having a radius of 224.35 feet and a central angle of 59°25'43" (chord bearing N.89°28'28"E., 222.41 feet); 11) S.59°49'31"E., a distance of 155.45 feet to a point of non-tangent curvature; 12) Easterly, 154.51 feet along the arc of a non-tangent curve to the left having a radius of 238.12 feet and a central angle of 37°10'44" (chord bearing S.79°24'02"E., 151.82 feet) to a point of non-tangent curvature; 13) Southeasterly, 454.31 feet along the arc of a non-tangent curve to the right having a radius of 912.50 feet and a central angle of 28°31'33" (chord bearing S.29°07'59"E., 449.63 feet); 14) S.71°12'24"E., a distance of 151.95 feet to a point of curvature; 15) Easterly, 224.43 feet along the arc of a tangent curve to the left having a radius of 407.21 feet and a central angle of 31°34'41" (chord bearing S.86°59'44"E., 221.60 feet) to a point of compound curvature; 16) Northeasterly, 103.45 feet along the arc of a compound curve to the left having a radius of 100.00 feet and a central angle of 59°16'15" (chord bearing N.47°34'48"E., 98.90 feet) to a point of reverse curvature; 17) Easterly, 394.90 feet along the arc of a reverse curve to the right having a radius of 202.10 feet and a central angle of 111°57'19" (chord bearing N.73°55'20"E., 335.01 feet); 18) N.86°22'25"E., a distance of 63.92 feet; 19) S.09°41'57"E., a distance of 205.89 feet; 20) S.69°24'57"E., a distance of 583.03 feet; 21) S.89°13'11"E., a distance of 1512.38 feet to the Southeast corner of aforesaid lands described in Official Records Instrument Number 2004012753, also being a point on the West boundary of SOLSTICE PHASE ONE, according to the plat thereof, recorded in Plat Book 55, Page 380, of the Public Records of Sarasota County, Florida; thence along said West boundary of SOLSTICE PHASE ONE, S.01°26'06"E., a distance of 257.85 feet to the Southwest corner thereof; thence S.38°34'47"W., a distance of 130.00 feet; thence S.51°25'13"E., a distance of 1592.03 feet; thence S.38°34'47"W., a distance of 370.81 feet; thence southerly, 356.49 feet along the arc of a tangent curve to the left having a radius of 300.00 feet and a central angle of 68°05'06" (chord bearing S.04°32'15"W., 335.88 feet); thence southeasterly, 866.02 feet along the arc of a reverse curve to the right having a radius of 8635.45 feet and a central angle of 05°44'46" (chord bearing S.26°20'26"E., 865.66 feet) to a point on the Northerly boundary of PRETO BOULEVARD SOUTH EXTENSION, PLAT No.1, according to the plat thereof, recorded in Plat Book 57, Page 282, of the Public Records of Sarasota County, Florida;

NOTES:
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.	

  			Wellen Park Village I	West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266
www.geopointsurvey.com Licensed Business No.: LB 7768
GeoPoint	
	 NMV	 09/07/23	 MC		
	  Mattamy Homes		
	Revisions		

		

					
					
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR4AV	01 of 11	

 
  

DESCRIPTION CONTINUED:
thence along said Northerly boundary and the Westerly boundary thereof the following ten
(10) courses: 1) southwesterly, 254.34 feet along the arc of a non-tangent curve to the right having a radius of 2135.00 feet and a central angle of 06°49'32" (chord bearing S.63°25'17"W., 254.19 feet); 2) S.66°50'03"W., a distance of 467.65 feet; 3) westerly, 510.02 feet along the arc of a tangent curve to the right having a radius of 2085.00 feet and a central angle of 14°00'55" (chord bearing S.73°50'31"W., 508.75 feet); 4) southwesterly, 1648.37 feet along the arc of a reverse curve to the left having a radius of 1215.00 feet and a central angle of 77°43'55" (chord bearing S.41°59'01"W., 1524.83 feet); 5) S.03°07'03"W., a distance of 574.98 feet; 6) southerly, 1135.41 feet along the arc of a tangent curve to the left having a radius of 2315.00 feet and a central angle of 28°06'04" (chord bearing S.10°55'59"E., 1124.06 feet); 7) southerly, 429.50 feet along the arc of a reverse curve to the right having a radius of 960.00 feet and a central angle of 25°38'03" (chord bearing S.12°09'59"E., 425.93 feet); 8) S.00°39'02"W., a distance of 21.74 feet; 9) southerly, 359.76 feet along the arc of a tangent curve to the left having a radius of 1090.00 feet and a central angle of 18°54'39" (chord bearing S.08°48'17"E., 358.13 feet); 10) S.18°15'37"E., a distance of 103.58 feet to a point on the South boundary of said Section 7; thence along said South boundary the following two (2) courses: 1) N.89°38'43"W., a distance of 2161.34 feet; 2) N.89°38'12"W., a distance of 2674.87 feet to the POINT OF BEGINNING.

Containing 878.304 acres, more or less.

SURVEYORS NOTES:
Bearings shown hereon are based on the West boundary of Section 6, Township 40 South, Range 20 East, Sarasota County, Florida, having a Grid bearing of N.00°08'44"W. The Grid Bearings as shown hereon refer to the State Plane Coordinate System, North American Horizontal Datum of 1983 (NAD 83-2011 Adjustment) for the West Zone of Florida.

This document has been electronically signed and sealed pursuant to Rule 5J-17.062, Section 472.027 of the Florida Statutes. The seal appearing on this document was authorized by the signing surveyor. Printed copies of this document are not considered signed and sealed and the signature must be verified on any electronic copies.

See sheet 3 for overall.

See sheets 4-11 for sketch details.

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR5AV

of 11

 
  

  
   

   
   



SHEET 7

 

SHEET 6

	

	



SHEET 8

 
 
		

SHEET 9

	

SHEET 5

SHEET 3

  
   

SHEET 4

  
  

SHEET 11

 
			

	

NOTES:
See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheets 4-11 for sketch detail.

LEGEND:

	

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR6AV

of 11

 
  

SHEET 3

MATCH LINE SEE SHEET 5

MATCH LINE SEE SHEET 11

  

	

NOTES:

	

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888

See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.

LEGEND:

Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

	SECTION 12-40S-19E SECTION 7-40S-20E

MATCH LINE SEE

See sheets 4-11 for sketch detail.
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR7AV

of 11

 
  

MATCH LINE SEE SHEET 6

MATCH LINE SEE SHEET 3

	

	

NOTES:
See sheet 1 for description.
See sheet 2 for continued description

MATCH LINE SEE SHEET 4

MATCH LINE SEE SHEET 3

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com

and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.

LEGEND:

Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR8AV

of 11

 
  

SECTION 1-40S-19E SECTION 6-40S-20E

   

  


  

 

LINE DATA TABLE	
NO.	BEARING	LENGTH	

 
CURVE DATA TABLE	
NO.	RADIUS	CENTRAL ANGLE	ARC	CHORD	CHORD BEARING	

	

						

					

	

			

	

			

	

NOTES:
See sheet 1 for description.

MATCH LINE SEE SHEET 5

MATCH LINE SEE SHEET 7

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888

GeoPoint

Fax: (813) 248-2266

See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.

LEGEND:

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVEDPBaY:gNeAY9AR9AV

of 11

 
  

  

MATCH LINE SEE SHEET 6

   

CURVE DATA TABLE	
NO.	RADIUS	CENTRAL ANGLE	ARC	CHORD	CHORD BEARING	

						

				

			

LINE DATA TABLE	
NO.	BEARING	LENGTH	

	

MATCH LINE SEE SHEET 3

NOTES:
See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.

LEGEND:

      

MATCH LINE SEE SHEET 8

West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y0AR0AV

of 11

 
  

  

   

LINE DATA TABLE	
NO.	BEARING	LENGTH	

NOTES:
See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.

LEGEND:

      

  


 
 


MATCH LINE SEE SHEET 3

MATCH LINE SEE SHEET 9

  SECTION 6-40S-20E	       SECTION 5-40S-20E

West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

MATCH LINE SEE SHEET 7

See sheets 4-11 for sketch detail.
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y0AR1AV

of 11

MATCH LINE SEE SHEET 8

 
  

  









  
   

  

LINE DATA TABLE	
NO.	BEARING	LENGTH	

CURVE DATA TABLE	
NO.	RADIUS	CENTRAL ANGLE	ARC	CHORD	CHORD BEARING	

	

		

	

						

   

   

NOTES:
See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.

LEGEND:

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

MATCH LINE SEE SHEET 3

   

 SECTION 7-40S-20E  SECTION 8-40S-20E

         

See sheets 4-11 for sketch detail.
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y0AR2AV

of 11

MATCH LINE SEE SHEET 3

 

MATCH LINE SEE SHEET 9

  

MATCH LINE SEE SHEET 3

 
 
  

   

SECTION 7-40S-20E SECTION 8-40S-20E

   

CURVE DATA TABLE	
NO.	RADIUS	CENTRAL ANGLE	ARC	CHORD	CHORD BEARING	

	

MATCH LINE SEE SHEET 11

LEGEND:

NOTES:
See sheet 1 for description.
See	sheet	2	for	continued description and surveyors’ notes.
See sheet 3 for overall.

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

See sheets 4-11 for sketch detail.
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y0AR3AV

10 of 11

 
  

MATCH LINE SEE SHEET 3

MATCH LINE SEE SHEET 10

MATCH LINE SEE SHEET 4

   
   

 
 
  

CURVE DATA TABLE

LINE DATA TABLE
NO.	BEARING	LENGTH

NO.

RADIUS

CENTRAL ANGLE

ARC

CHORD

CHORD BEARING

NOTES:
See sheet 1 for description.
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.

LEGEND:

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y0AR4AV

11 of 11

S. TAMIAMI TRAIL

PLAYMORE RD.

M

B

FUTURE MANASOTA BEACH RD. EXTENSION

VILLAGE I PHASE 1
±557.3 AC

VILL

VILLAGE I

PRETO BLVD

TOTAL= ±878.3 AC

VILLAGE I PHASE 2
±321.0 AC

FUTURE PRETO BLVD. EXTENSION

WEST VILLAGES - UNIT 10 VILLAGE I

EXHIBIT 'B'

0'

Page 105

2000'

Master Special Assessment Methodology Report
WEST VILLAGES IMPROVEMENT DISTRICT
Unit of Development No. 10

January 11, 2024

SPECIAL DISTRICT SERVICES, INC
2501A Burns Road
Palm Beach Gardens, Florida 33410 561-630-4922

INTRODUCTION
The West Villages Improvement District (the "District") is a local unit of special-purpose government with portions located in the City of North Port, Florida (the "City") within Sarasota County, Florida (the "County"). The District was created in June 2004 by Chapter 2004-456, Laws of Florida, a special act of the Florida Legislature (the "Act"). The Act provides legal authority for the District to finance the acquisition, construction, operation, and maintenance of the public infrastructure improvements authorized by the Act. In order to address its authorized purpose, the District has and continues to create separate Units of Development. This Master Special Assessment Methodology Report (the "Master Report") applies exclusively to Unit of Development No. 10 ("Unit No. 10") of the District and the plan of development which currently contemplates a total of 1,149 residential dwelling units of varying product types.
Unit No. 10 includes approximately 878.3+/- acres and was created by the District to acquire and construct public infrastructure improvements designed to provide special benefit to the lands within Unit No. 10 (the "Unit No. 10 Improvements"). The West Villages Improvement District Unit of Development No. 10 Master Engineer's Report dated January 11, 2024 was prepared by Dewberry Engineers Inc., 2201 Cantu Court, Suite 107, Sarasota, Florida (the "District Engineer"), and sets forth the Unit No. 10 Improvements including public roadways, including thoroughfares, arterial, collector, or local streets; stormwater improvements; water and sewer facilities; irrigation facilities; public roadway, landscape, lighting, signage, and furnishings; entry features; and consulting and contingencies (collectively the "Project"). The total estimated costs of the construction of the Project are $98,600,000.
The District could issue up to approximately $120,000,000 of Capital Improvement Bonds (the "Bonds") if the District were to finance the entire Project, as described in the Engineer's Report. It is expected that the District will finance only a portion of the Project with the issuance of Bonds in one or more series.
This Master Report will equitably allocate the costs being incurred by the District to provide the Unit No. 10 Improvements to the assessable lands within Unit No. 10 in the District. The implementation of the Project will convey special and peculiar benefits to the assessable properties within Unit No. 10 in the District. The Bonds issued to finance the Project will be repaid through the levy of non-ad valorem special assessments on all assessable property within Unit No. 10.
PROJECTS TO BE FUNDED BY THE DISTRICT
The Project as designed is an integrated system of facilities that provides specific benefits to all of the assessable lands within Unit No. 10. The total cost of the Project is currently estimated to be
$98,600,000. A detail of the estimated Project costs for the development is included herein on Table A.
Since it is contemplated that the Project will be developed in phases, the Project has been designed to be functional and confer special benefits to all landowners within Unit No. 10, prior to all phases being completed. Under such a phasing plan, each phase or portion of the Project can be financed independently of the other phases. As the finance program is implemented, supplemental methodology reports will be issued detailing the particulars of a specific bond issue. The supplemental report(s) will apply the principles set forth herein to determine the specific assessments required to repay the bonds issued to fund the then current development program.

The Project area consists of approximately 878.3 gross acres of land and is anticipated to include approximately 1,149 residential units of various unit types as outlined on Table C.

The Bonds, when issued will be repaid through the levy of non-ad valorem special assessments on all assessable property within Unit No. 10. Any portion of the Project not financed through the issuance of the Bonds will be paid for by Manasota Beach Ranchlands, LLLP or its successors or assigns (collectively the "Developer").

The construction costs for the Project identified in this Master Report were provided by the District Engineer. Special District Services, Inc., as District Manager, makes no representation regarding the accuracy or validity of those costs and did not undertake any analysis or verification regarding such costs.
FUNDING OF IMPROVEMENTS
To defray the costs of construction or acquisition, of all or a portion of the Project, the District will impose non-ad valorem special assessments on benefited real property within Unit No. 10. These assessments are based on the special and peculiar benefits accruing to such property from the improvements comprising the Project. The use of non-ad valorem special assessments has an advantage in that the properties that receive the special benefits from the Project are the only properties that are obligated to pay for those facilities and services. Without these improvements, development of the property would not be possible.
In summary, special assessments may be levied: (1) for facilities which provide special benefits to property as distinct from general benefits, (2) only against property which receives that special benefit,
(3) in proportion to the benefits received by the properties; and (4) according to fair and reasonable methods that the governing body of the jurisdiction determines. The special assessments placed upon various benefited properties in Unit No. 10 must be sufficient to cover the debt service of the Bonds that will be issued for financing all or a portion of the Project. The assessments must be fairly and reasonably allocated to the properties being assessed.
ALLOCATION OF BENEFIT AND ASSESSMENTS
In developing the methodology used for special assessments in the District, two interrelated factors were used:
Allocation of Benefit: Each parcel of land, lot and/or unit within Unit No. 10 in the District benefits from the construction and financing of the proposed improvements.
Allocation of Cost/Debt: The special assessments imposed on each parcel of land, lot and/or unit within Unit No. 10 cannot exceed the value of the benefits provided to such parcel of land, lot and/or unit.
Upon the sale of the proposed Bonds, the District's debt will be allocated to the gross acreage within Unit No. 10 which totals approximately 878.3+/- acres and upon platting, to each platted parcel and/or residential dwelling unit/lot in Unit No. 10 on an Equivalent Residential Unit ("ERU") basis and on the remaining unplatted land on an equal acreage basis. As platting occurs the debt assessments will be assigned on a first platted first assessed basis to platted parcels and residential dwelling units/lots receiving property folio numbers; and allocated on an ERU basis as shown herein on Table C and Table F. For the purpose of this Master Report each 50' single family residential dwelling unit will

be the base unit upon which other product types will be compared to and has been assigned one (1) ERU. Any Front Footage ("FF") product type not specifically stated in this Master Report will be assigned an ERU Factor based on the FF of such new product using 50' as the baseline. The formula for such ERU Factor will be X/50. (Refer to Table C attached hereto for proposed ERU Factors).
Given the District's approved land use plan and the type of infrastructure to be funded by the proposed special assessments, this method results in a fair allocation of benefits and an equitable allocation of costs for the Project. The special benefit received and applied to each parcel and/or residential dwelling unit/lot as a result of the construction of public infrastructure improvements will exceed the cost of such units allocated to each parcel and/or unit/lot. However, if the future platting results in changes in land use or proportion of benefit per acre and/or unit type, this allocation methodology may not be applicable and it may be necessary for the District to revise the allocation methodology.
To the extent land is sold in bulk to a third party, prior to platting, then, the District will assign debt based upon the development rights conveyed based upon the ERU factors as shown herein on Table C.
COLLECTION OF SPECIAL ASSESSMENTS
The proposed special assessments for the District are planned to be collected through the Uniform Method of Collection described in Section 197.3632, Florida Statutes ("F.S.") for platted lots, or any other legal means available to the District.
Since there are costs associated with the collection of the special assessments (whether by uniform method of collection as authorized under Section 197.3632, F.S., or other methods allowed by Florida law), these costs must also be included in the special assessment levy. These costs generally include the 1% collection fee of the County Tax Collector, a 1% service fee of the County Property Appraiser and a 4% discount for early payment of taxes. These additional costs may be reflected by dividing the annual debt service and maintenance assessment amounts by a factor of 0.94. In the event the special assessments are direct billed, then, the collection costs and discounts may not apply.
FINANCING STRUCTURE
The estimated cost of construction for the Project is $98,600,000.00. The construction program and the costs associated with Unit No. 10 are identified herein on Table A.
All or a portion of the capital improvements comprising the Project are assumed to be financed by the Bonds which, when issued, will be payable from and secured by special assessments levied annually against all assessable properties within Unit No. 10 in the District which totals approximately 878.3+/- acres. Based on current market conditions the total aggregate principal amount of the Bonds (approximately $120,000,000) for Unit No. 10 is shown herein on Table B. The proceeds of the Bonds will provide a maximum of approximately $98,600,000 for construction related costs. The sizing of the Bonds is assumed to include capitalized interest, if so required, a debt service reserve fund equal to the maximum annual net debt service and issuance costs as shown herein on Table B. (Note: The District may not issue the total Par Debt of $120,000,000 referenced in this Master Report.)
MODIFICATIONS, REVISIONS AND TRUE-UP MECHANISIM
Allocation of costs and debt, shown herein on Table C and Table D, for the infrastructure improvements financed by the District for the Project (estimated at $98,600,000) is initially based on the estimated number of product types and residential dwelling units (1,149) projected to be

constructed within Unit No. 10 in the District and benefited by the infrastructure improvements comprising the Project. Based on a Bond size of approximately $120,000,000 at an assumed interest rate of 7.50% the estimated annual debt service on the Unit No. 10 Bonds will be approximately
$10,160,548 which has not been grossed up to include the 1% County Tax Collector fee, 1% County Property Appraiser fee, and 4% discount for early payment of taxes.
To ensure that each platted parcel or unit is assessed no more than their pro-rata amount of the annual debt service shown in Table E and Table F, the District will be required to perform a "true-up" analysis, which requires a computation at the time of submission of each plat or re-plat to determine the potential remaining assessable units. The District shall, at the time a plat or re-plat is submitted to the City and/or County:
Assume that the total number of ERUs relative to the Project is at least 1,176.80.
Ascertain the number of assessable residential parcels/lots in the plat (unrecorded at this time) or re-plat and any prior plats ("Planned Assessable Units/Lots") and total amount of ERUs associated with such Planned Assessable Units/Lots.
Ascertain the current amount of potential remaining assessable parcels/lots ("Remaining Assessable Units/Lots," and together with the Planned Assessable Units/Lots, the "Total Assessable Units/Lots") and total number of ERUs associated with the Remaining Assessable Units/Lots.
If the ERUs associated with the Total Assessable Units/Lots are equal to 1,176.80, then no action would be required at that time. However, if the sum of the ERUs associated with the Total Assessable Units/Lots is less than 1,176.80, then the Developer will be obligated to remit to the District an amount of money sufficient to enable the District to retire an amount of proposed Bonds such that the amount of debt service allocated to each ERU associated with the Total Assessable Units/Lots does not exceed the amounts set forth in Table D. Conversely, if the sum of the ERUs associated with the Total Assessable Units/Lots is more than 1,176.80 after the filing of the final plat for the Project, then the District shall equitably reallocate the assessments resulting in a reduction in the par debt allocations per unit type set forth in Table D.
All assessments levied run with the land. A determination of a true-up payment shall be at the sole discretion of the District. It is the responsibility of the landowner of record to make any required true- up payments that are due including any accrued interest. The District will not release any liens on the property for which true-up payments are due until provision for such payment has been satisfied. It is recommended that the true-up mechanism be formalized in an agreement between the District and the Developer.
In the event that additional land is annexed into Unit No. 10 which is currently not subject to the assessments and is developed in such a manner as to receive special benefit from the Project described herein, it will be necessary for this assessment methodology to be re-applied to include such parcels. The additional land will, as a result of re-applying this allocation methodology, then be allocated an appropriate share of the special assessments while all currently assessed parcels will receive a relative reduction in their assessments.
PRELIMINARY ASSESSMENT ROLL
As previously described in this Master Report, the debt associated with the District's improvement plan will be initially distributed on an equal acreage basis on all of the benefiting acreage within Unit

No. 10 in the District as outlined herein on Table F and Exhibit "A" attached hereto. As plats are approved parcels and/or lot/units within Unit No. 10 will be assessed in the manner described herein.
The lands within Unit No. 10 consist of approximately 878.3+/- acres as described in Exhibit "A" attached hereto. As of the date of this Master Report Unit No. 10 is unplatted Construction of Phase 1 improvements is in process, and mass grading of Phase 2 has also commenced. The anticipated par amount of Bonds to be issued by the District to pay for the Project is approximately $120,000,000. Prior to final plat approval the assessments levied against the lands within Unit No. 10 in the District will be apportioned on a gross acre basis. Therefore, each gross acre of land in Unit No. 10 in the District will be assessed a maximum of approximately $12,306.84 annually as outlined herein on Table F. When fully developed, Unit No. 10 is expected to contain approximately 1,149 residential dwelling units of varying product types.
ADDITIONAL STIPULATIONS
Certain financing, development, and engineering data was provided by members of District staff and/or the Developer. The allocation methodology described herein was based on information provided by those professionals. Special District Services, Inc. makes no representations regarding said information transactions beyond restatement of the factual information necessary for compilation of this Master Report.
Special District Services, Inc. does not represent the District as a Municipal Advisor or Securities Broker nor is Special District Services, Inc. registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, Special District Services, Inc. does not provide the District with financial advisory services or offer investment advice in any form.

*********************

TABLE A PROJECT COST ESTIMATES
WEST VILLAGES IMPROVEMENT DISTRICT UNIT 10

Total

COLLECTOR AND ARTERIAL
ROADS	$	21,100,000	
		
WASTEWATER TREATMENT PLANT	$	6,700,000	
		
WATER TREATMENT PLANT	$	4,800,000	
		
MASTER WATER MANAGEMENT	$	200,000	
		
PARKS/GOVERNMENT	$	200,000	
		
EARTHWORK	$	20,500,000	

DRAINAGE AND WATER
MANAGEMENT	$	15,200,000	
		
POTABLE WATER	$	5,400,000	
		
WASTEWATER	$	8,600,000	
		
MASTER IRRIGATION	$	3,000,000	
		
PROFESSIONAL SERVICES	$	12,900,000	
		
Total	$	98,600,000	

TABLE B BOND SIZING
WEST VILLAGES IMPROVEMENT DISTRICT UNIT 10

BOND SIZING

Par Amount*	$	120,000,000	*	
			
Debt Service Reserve Fund (DSRF)	$	(10,160,548)		
			
Capitalized Interest (12 months)	$	(9,000,000)		
			
Issuance Costs	$	(2,239,452)		

Construction Funds

98,600,000

$

7.50%

Bond Interest Rate

30

Principal Amortization Period (Years)

*Subject to change at final bond pricing

Product	Number of Units
by Type	
ERU Factor*	Total ERUs	Project Cost Allocation Per
Type	Project Cost Allocation Per
Unit*	

Coach	

132	

0.50	

66.00	

$	5,529,912	

$	41,893	
Townhouse	37	0.60	22.20	$	1,860,061	$	50,272	
50'	648	1.00	648.00	$	54,293,678	$	83,787	
65'	287	1.30	373.10	$	31,260,758	$	108,923	
75'	45	1.50	67.50	$	5,655,591	$	125,680	
Total	1,149	NIA	1,176.80	$	98,600,000	NIA	
*Rounded

Product	Number of Units
by Type	
ERU Factor*	Total ERUs	Bond Debt Allocation Per
Unit Type*	Bond Debt Allocation Per
Unit*	

Coach	

132	

0.50	

66.00	

$	6,730,116	

$	50,986	
Townhouse	37	0.60	22.20	$	2,263,766	$	61,183	
50'	648	1.00	648.00	$	66,077,498	$	101,971	
65'	287	1.30	373.10	$	38,045,547	$	132,563	
75'	45	1.50	67.50	$	6,883,073	$	152,957	
Total	1,149	NIA	1,176.80	$	120,000,000	NIA	
*Rounded

2024 Series
Bond Debt

1  Maximum Annual Debt Service	$	10,160,548.29		
			
2  Maximum Annual Debt Service Assessment to be Collected	$	10,809,093.93	*	
			
3  Total Number of Gross Acres	878.300		
			
4  Maximum Annual Debt Service per Gross Acre	$12,306.84		
			
5  Total Number of Residential Units Planned	1,149		
			
6  Maximum Annual Debt Service per Unit Type	See Table F		

*Grossed up to include 1% collection fee of the County Tax Collector, 1% service fee of the County Property Appraiser and 4% for early payment of taxes.

TABLE F

ALLOCATION OF DEBT SERVICE ASSESSMENTS

WEST VILLAGES IMPROVEMENT DISTRICT UNIT 10

Product	Number of Units	by Type	
ERU Factor*	
Total ERUs	**Maximum Annual Debt Assessment Per Unit Type*	**Maximum Annual Debt Assessment Per Unit*	

Coach	

132	

0.50	

66.00	

$	606,220	

$	4,593	
Townhouse	37	0.60	22.20	$	203,911	$	5,511	
50'	648	1.00	648.00	$	5,951,982	$	9,185	
65'	287	1.30	373.10	$	3,426,982	$	11,941	
75'	45	1.50	67.50	$	619,998	$	13,778	
TOTAL	1,149	NIA	1,176.80	$	10,809,094	NIA	
*Rounded
**Grossed up to include 1% collection fee of the County Tax Collector, 1% service fee of the County Property Appraiser and 4% for early payment of taxes.

Folio ID#'s and/or Parcel Plat Description	Developable Acreage by Parcel	**Maximum Annual Debt Assessment Per Acre*	
Par Debt Per Acre	
Total Par Debt	
Gross Acreage	878.3	$	12,306.84	$ 136,627.58	$ 120,000,000.00	
TOTALS		N/A	N/A	$ 120,000,000.00	
*Rounded
**Grossed up to include 1% collection fee of the County Tax Collector, 1% service fee of the County Property Appraiser and 4% for early payment of taxes.

 
DESCRIPTION:	  
A parcel of land lying in Sections 5, 6, 7, and 8, Township 40 South, Range 20 East, Sarasota County, Florida, and being more particularly described as follows:

BEGIN at the Southwest corner of said Section 7; run thence along the West boundary thereof the following two (2) courses:
N.00°54'18"E., a distance of 2622.54 feet; 2) N.00°05'37"E., a distance of 2689.29 feet to the Southwest corner of said Section 6; thence along the West boundary thereof, N.00°08'44"E., a distance of 2164.18 feet to the Southwest corner of lands described in Official Records Instrument Number 2004012753, of the Public Records of Sarasota County, Florida; thence along the Southerly boundary of said lands described in Official Records Instrument Number 2004012753, the following twenty-one (21) courses: 1) Easterly, 250.26 feet along the arc of a non-tangent curve to the right having a radius of 633.03 feet and a central angle of 22°39'03" (chord bearing N.80°07'10"E., 248.63 feet) to a point of compound curvature;
Easterly, 108.46 feet along the arc of a compound curve to the right having a radius of 174.77 feet and a central angle of 35°33'31" (chord bearing S.70°46'33"E., 106.73 feet) to a point of compound curvature; 3) Southeasterly, 152.31 feet along the arc of a compound curve to the right having a radius of 280.04 feet and a central angle of 31°09'43" (chord bearing S.37°24'56"E., 150.44 feet) to a point of reverse curvature; 4) Easterly, 284.27 feet along the arc of a reverse curve to the left having a radius of 103.32 feet and a central angle of 157°38'36" (chord bearing N.79°20'38"E., 202.72 feet) to a point of reverse curvature; 5) Northeasterly, 286.87 feet along the arc of a reverse curve to the right having a radius of 206.41 feet and a central angle of 79°37'44" (chord bearing N.40°20'12"E., 264.33 feet) to a point of compound curvature; 6) Easterly,
224.87 feet along the arc of a compound curve to the right having a radius of 255.42 feet and a central angle of 50°26'37" (chord bearing S.74°37'38"E., 217.68 feet); 7) S.79°48'26"E., a distance of 101.21 feet; 8) N.69°47'28"E., a distance of
238.17 feet to a point of non-tangent curvature; 9) Easterly, 327.48 feet along the arc of a non-tangent curve to the left having a radius of 565.61 feet and a central angle of 33°10'24" (chord bearing N.76°20'49"E., 322.92 feet) to a point of reverse curvature; 10) Easterly, 232.70 feet along the arc of a reverse curve to the right having a radius of 224.35 feet and a central angle of 59°25'43" (chord bearing N.89°28'28"E., 222.41 feet); 11) S.59°49'31"E., a distance of 155.45 feet to a point of non-tangent curvature; 12) Easterly, 154.51 feet along the arc of a non-tangent curve to the left having a radius of 238.12 feet and a central angle of 37°10'44" (chord bearing S.79°24'02"E., 151.82 feet) to a point of non-tangent curvature; 13) Southeasterly, 454.31 feet along the arc of a non-tangent curve to the right having a radius of 912.50 feet and a central angle of 28°31'33" (chord bearing S.29°07'59"E., 449.63 feet); 14) S.71°12'24"E., a distance of 151.95 feet to a point of curvature; 15) Easterly, 224.43 feet along the arc of a tangent curve to the left having a radius of 407.21 feet and a central angle of 31°34'41" (chord bearing S.86°59'44"E., 221.60 feet) to a point of compound curvature; 16) Northeasterly, 103.45 feet along the arc of a compound curve to the left having a radius of 100.00 feet and a central angle of 59°16'15" (chord bearing N.47°34'48"E., 98.90 feet) to a point of reverse curvature; 17) Easterly, 394.90 feet along the arc of a reverse curve to the right having a radius of 202.10 feet and a central angle of 111°57'19" (chord bearing N.73°55'20"E., 335.01 feet); 18) N.86°22'25"E., a distance of 63.92 feet; 19) S.09°41'57"E., a distance of 205.89 feet; 20) S.69°24'57"E., a distance of 583.03 feet; 21) S.89°13'11"E., a distance of 1512.38 feet to the Southeast corner of aforesaid lands described in Official Records Instrument Number 2004012753, also being a point on the West boundary of SOLSTICE PHASE ONE, according to the plat thereof, recorded in Plat Book 55, Page 380, of the Public Records of Sarasota County, Florida; thence along said West boundary of SOLSTICE PHASE ONE, S.01°26'06"E., a distance of 257.85 feet to the Southwest corner thereof; thence S.38°34'47"W., a distance of 130.00 feet; thence S.51°25'13"E., a distance of 1592.03 feet; thence S.38°34'47"W., a distance of 370.81 feet; thence southerly, 356.49 feet along the arc of a tangent curve to the left having a radius of 300.00 feet and a central angle of 68°05'06" (chord bearing S.04°32'15"W., 335.88 feet); thence southeasterly, 866.02 feet along the arc of a reverse curve to the right having a radius of 8635.45 feet and a central angle of 05°44'46" (chord bearing S.26°20'26"E., 865.66 feet) to a point on the Northerly boundary of PRETO BOULEVARD SOUTH EXTENSION, PLAT No.1, according to the plat thereof, recorded in Plat Book 57, Page 282, of the Public Records of Sarasota County, Florida;

NOTES:
See sheet 2 for continued description and surveyors’ notes.
See sheet 3 for overall.
See sheets 4-11 for sketch detail.	

  			Wellen Park Village I	West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266
www.geopointsurvey.com Licensed Business No.: LB 7768
GeoPoint	
	 NMV	 09/07/23	 MC		
	  Mattamy Homes		
	Revisions		

		

					
					
FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y1AR8AV	01 of 11	

 
  

DESCRIPTION CONTINUED:
thence along said Northerly boundary and the Westerly boundary thereof the following ten
(10) courses: 1) southwesterly, 254.34 feet along the arc of a non-tangent curve to the right having a radius of 2135.00 feet and a central angle of 06°49'32" (chord bearing S.63°25'17"W., 254.19 feet); 2) S.66°50'03"W., a distance of 467.65 feet; 3) westerly, 510.02 feet along the arc of a tangent curve to the right having a radius of 2085.00 feet and a central angle of 14°00'55" (chord bearing S.73°50'31"W., 508.75 feet); 4) southwesterly, 1648.37 feet along the arc of a reverse curve to the left having a radius of 1215.00 feet and a central angle of 77°43'55" (chord bearing S.41°59'01"W., 1524.83 feet); 5) S.03°07'03"W., a distance of 574.98 feet; 6) southerly, 1135.41 feet along the arc of a tangent curve to the left having a radius of 2315.00 feet and a central angle of 28°06'04" (chord bearing S.10°55'59"E., 1124.06 feet); 7) southerly, 429.50 feet along the arc of a reverse curve to the right having a radius of 960.00 feet and a central angle of 25°38'03" (chord bearing S.12°09'59"E., 425.93 feet); 8) S.00°39'02"W., a distance of 21.74 feet; 9) southerly, 359.76 feet along the arc of a tangent curve to the left having a radius of 1090.00 feet and a central angle of 18°54'39" (chord bearing S.08°48'17"E., 358.13 feet); 10) S.18°15'37"E., a distance of 103.58 feet to a point on the South boundary of said Section 7; thence along said South boundary the following two (2) courses: 1) N.89°38'43"W., a distance of 2161.34 feet; 2) N.89°38'12"W., a distance of 2674.87 feet to the POINT OF BEGINNING.

Containing 878.304 acres, more or less.

SURVEYORS NOTES:
Bearings shown hereon are based on the West boundary of Section 6, Township 40 South, Range 20 East, Sarasota County, Florida, having a Grid bearing of N.00°08'44"W. The Grid Bearings as shown hereon refer to the State Plane Coordinate System, North American Horizontal Datum of 1983 (NAD 83-2011 Adjustment) for the West Zone of Florida.

This document has been electronically signed and sealed pursuant to Rule 5J-17.062, Section 472.027 of the Florida Statutes. The seal appearing on this document was authorized by the signing surveyor. Printed copies of this document are not considered signed and sealed and the signature must be verified on any electronic copies.

See sheet 3 for overall.

See sheets 4-11 for sketch details.

      
West Florida
213 Hobbs Street
Tampa, Florida 33619
Phone: (813) 248-8888
Fax: (813) 248-2266

GeoPoint

www.geopointsurvey.com Licensed Business No.: LB 7768

FILE PATH: P:\WELLEN PARK\VILLAGE I (PALMERA AT WELLEN PARK)\DESCRIPTION\WELLEN PARK VIL I-D&S.DWG	LAST SAVPEDaBgY:eNA1Y1AR9AV

02 of 11

S. TAMIAMI TRAIL

PLAYMORE RD.

M

B

FUTURE MANASOTA BEACH RD. EXTENSION

VILLAGE I PHASE 1
±557.3 AC

VILL

VILLAGE I
TOTAL= ±878.3 AC

VILLAGE I PHASE 2
±321.0 AC

FUTURE PRETO BLVD. EXTENSION

WEST VILLAGES - UNIT 10 VILLAGE I

EXHIBIT 'B'

0'

Page 120

2000'

RESOLUTION 2024-03

A RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT DECLARING SPECIAL ASSESSMENTS RELATIVE TO UNIT OF DEVELOPMENT NO. 10 WITHIN THE DISTRICT; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, the Board of Supervisors (the “Board”) of the West Villages Improvement District (the “District”) hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements (the “Improvements”) within Unit of Development No. 10 (“Unit No. 10”) as described in the District’s preliminary Unit of Development No. 10 Master Engineer’s Report, dated January 11, 2024, attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, it is in the best interest of the District to pay the cost of the Improvements by imposing, levying, and collecting non-ad valorem special assessments pursuant to Chapters 170 and 197, Florida Statutes, and Chapter 2004-456, Laws of Florida, as amended (the “Assessments”); and

WHEREAS, the District is empowered by Chapters 170 and 197, Florida Statutes, and Chapter 2004-456, Laws of Florida, as amended, to finance, fund, plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain the Improvements and to impose, levy and collect the Assessments; and
WHEREAS, the District hereby determines that benefits will accrue to the assessable real property located within Unit No. 10, the amount of those benefits, and that the Assessments will be made in proportion to the benefits received as set forth in the District’s preliminary Unit of Development No. 10 Master Special Assessment Methodology Report, dated January 11, 2024, attached hereto as Exhibit B and incorporated herein by reference and on file at 2501-A Burns

1
4876-0293-3885.1

Road, Palm Beach Gardens, Florida 33410 and 19503 S. West Villages Parkway #A3, Venice, Florida 34293 (collectively, the “District Records Office”); and

WHEREAS, the District hereby determines that the Assessments to be levied will not exceed the benefit to the assessable real property located within Unit No. 10.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT:

Assessments shall be levied to defray the cost of the Improvements.

The nature and general location of, and plans and specifications for, the Improvements planned for Unit No. 10 are described in Exhibit A, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.

The total estimated cost of the Improvements is $98,600,000.00 (the “Estimated
Cost”).

The Assessments will defray approximately $120,000,000, which includes the Estimated Cost, plus financing-related costs, capitalized interest, and debt service reserve.

The manner in which the Assessments shall be apportioned and paid is set forth in
Exhibit B, including provisions for supplemental assessment resolutions.
The Assessments shall be levied on all lots and lands within Unit No. 10 adjoining and contiguous or bounding and abutting upon such improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

There is on file, at the District Records Office, an assessment plat showing the real property within Unit No. 10 within the District to be assessed, with certain plans and specifications describing the Improvements and the Estimated Cost of the Improvements, all of which shall be open to inspection by the public.

Commencing with the year in which the Assessments are certified for collection, the Assessments shall be paid in not more than thirty (30) annual installments. The Assessments may be payable at the same time and in the same manner as are ad-valorem taxes and collected pursuant to Chapter 197, Florida Statutes; provided, however, that in the event the uniform non ad-valorem assessment method of collecting the Assessments is not available to the District in any year, or if determined by the District to be in its best interest, the Assessments may be collected as is otherwise permitted by law.

2

The District Manager has caused to be made a preliminary assessment roll, in accordance with the method of assessment described in Exhibit B hereto, which shows the lots and lands within Unit No. 10 to be assessed, the amount of benefit to and the Assessments against each lot or parcel of land and the number of annual installments into which the assessment may be divided, which assessment roll is hereby adopted and approved as the District’s preliminary assessment roll.

The Board shall adopt a subsequent resolution to fix a time and place at which the owners of property to be assessed or any other persons interested therein may appear before the Board and be heard as to the propriety and advisability of the Assessments or the making of the Improvements, the cost thereof, the manner of payment therefore, or the amount thereof to be assessed against each property as improved.

The District Manager is hereby directed to cause this Resolution to be published twice (once a week for two (2) weeks) in a newspaper of general circulation within Sarasota County and to provide such other notice as may be required by law or desired in the best interests of the District.

This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 11th day of January 2024.

ATTEST:	WEST VILLAGES
IMPROVEMENT DISTRICT

Secretary/Assistant Secretary	Chairman, Board of Supervisors

Exhibit A:	Preliminary Unit of Development No. 10 Master Engineer’s Report, dated January 11, 2024
Exhibit B:	Preliminary Unit of Development No. 10 Master Special Assessment Methodology Report, dated January 11, 2024

3
4876-0293-3885.1

Exhibit A

Preliminary Unit of Development No. 10 Master Engineer’s Report,
dated January 11, 2024

Exhibit B

Preliminary Unit of Development No. 10 Master Special Assessment Methodology Report, dated January 11, 2024

4876-0293-3885.1

RESOLUTION 2024-04

A RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT SETTING A PUBLIC HEARING TO BE HELD ON FEBRUARY 16, 2024, AT 10:00
A.M. AT THE CHAMBERS OF THE CITY OF NORTH PORT, 4970 CITY HALL BOULEVARD, NORTH PORT, FLORIDA 34286 FOR THE PURPOSE OF HEARING PUBLIC COMMENT ON IMPOSING SPECIAL ASSESSMENTS ON CERTAIN PROPERTY WITHIN THE DISTRICT GENERALLY DESCRIBED AS THE WEST VILLAGES IMPROVEMENT DISTRICT UNIT OF DEVELOPMENT NO. 10 IN ACCORDANCE WITH CHAPTERS 170 AND 197, FLORIDA STATUTES, AND CHAPTER 2004-456, LAWS OF FLORIDA.

WHEREAS, the Board of Supervisors of the West Villages Improvement District, (“Board”) has previously adopted Resolution 2024-03, entitled

A RESOLUTION OF THE WEST VILLAGES IMPROVEMENT DISTRICT DECLARING SPECIAL ASSESSMENTS RELATIVE TO UNIT OF DEVELOPMENT NO. 10 WITHIN THE DISTRICT; INDICATING THE LOCATION, NATURE AND ESTIMATED COST OF THOSE INFRASTRUCTURE IMPROVEMENTS WHOSE COST IS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE PORTION OF THE ESTIMATED COST OF THE IMPROVEMENTS TO BE DEFRAYED BY THE SPECIAL ASSESSMENTS; PROVIDING THE MANNER IN WHICH SUCH SPECIAL ASSESSMENTS SHALL BE MADE; PROVIDING WHEN SUCH SPECIAL ASSESSMENTS SHALL BE PAID; DESIGNATING LANDS UPON WHICH THE SPECIAL ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT; ADOPTING A PRELIMINARY ASSESSMENT ROLL; PROVIDING FOR PUBLICATION OF THIS RESOLUTION.

WHEREAS, in accordance with Resolution 2024-03, a Preliminary Assessment Roll for the District’s proposed Unit of Development No. 10 (“Unit No. 10”) has been prepared and all other conditions precedent set forth in Chapters 170 and 197, Florida Statutes, and Chapter 2004- 456, Laws of Florida, as amended, to the holding of the aforementioned public hearing have been satisfied, and the roll and related documents are available for public inspection at 2501-A Burns Road, Palm Beach Gardens, Florida 33410 and 19503 S. West Villages Parkway #A3, Venice, Florida 34293 (collectively, the “District Records Office”).

1
4876-2193-9325.1

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WEST VILLAGES IMPROVEMENT DISTRICT:

There is hereby declared a public hearing to be held on February 16, 2024 at the Chambers of the City of North Port, 4970 City Hall Boulevard, North Port, Florida 34286 for the purpose of hearing comment and objections to the proposed special assessment program for District improvements planned for Unit No. 10 within the District, as identified in the Preliminary Assessment Roll, a copy of which is on file. Affected parties may appear at that hearing or submit their comments in writing prior to the hearing to the office of the District Manager, 2501-A Burns Road, Palm Beach Gardens, Florida 33410.

Notice of said hearing shall be advertised in accordance with Chapters 170 and 197, Florida Statutes, and Chapter 2004-456, Laws of Florida, as amended, and the District Manager is hereby authorized and directed to place said notice in a newspaper of general circulation within Sarasota County (by two publications one week apart with the first publication at least twenty (20) days prior to the date of the hearing established herein). The District Manager shall file a publisher’s affidavit with the District Secretary verifying such publication of notice. The District Manager is further authorized and directed to give thirty (30) days written notice by mail of the time and place of this hearing to the owners of all property to be assessed and include in such notice the amount of the assessment for each such property owner, a description of the areas to be improved and notice that information concerning all assessments may be ascertained at the District Records Office. The District Manager shall file proof of such mailing by affidavit with the District Secretary.
This Resolution shall become effective upon its passage.

PASSED AND ADOPTED this 11th day of January 2024.

ATTEST:	WEST VILLAGES
IMPROVEMENT DISTRICT

Secretary/Assistant	Chairman, Board of Supervisors

2
4876-2193-9325.1

RESOLUTION NO. 2024-05
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $120,000,000 WEST VILLAGES IMPROVEMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS (UNIT OF DEVELOPMENT NO. 10), IN ONE OR MORE SERIES; APPROVING THE FORM OF A MASTER TRUST INDENTURE; APPOINTING A TRUSTEE, REGISTRAR AND PAYING AGENT; APPROVING A CAPITAL IMPROVEMENT PROGRAM; AUTHORIZING THE COMMENCEMENT OF VALIDATION PROCEEDINGS RELATING TO THE BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Board of Supervisors of West Villages Improvement District (the "Board" and the "District" respectively) has determined to proceed at this time with the validation of not to exceed $120,000,000 in principal amount of West Villages Improvement District Capital Improvement Revenue Bonds (Unit of Development No. 10) in one or more Series (collectively, the "Bonds") to be issued under and pursuant to a Master Trust Indenture, dated as of the first day of the first month in which the first Bonds are issued thereunder (the "Master Indenture"), between the District and U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida, as trustee (the "Trustee"), to be amended and supplemented by supplemental trust indentures relating to one or more Series of Bonds (the "Supplemental Indentures"), between the District and the Trustee (collectively, the Master Indenture as amended and supplemented from time to time by the Supplemental Indentures is hereinafter referred to as the "Indenture");
WHEREAS, the Bonds are to be issued to pay all or a part of the costs of the design, permitting, acquisition, construction and installation of certain improvements and facilities and associated professional fees and incidental costs, all as permitted by Chapter 2004-456, Laws of Florida, as amended from time to time, and as described generally in Exhibit A (the "Capital Improvement Program");
WHEREAS, the Board finds that the provision of the Capital Improvement Program is an appropriate public purpose and is in the best interests of the District, its landowners and residents; and
WHEREAS, in conjunction with the commencement of the validation proceedings relating to the Bonds, it is necessary to approve the form of the Master Indenture and to provide for various other matters with respect to the Bonds;
NOW, THEREFORE, BE IT RESOLVED that

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.
Master Indenture; Appointment of Trustee, Registrar and Paying Agent. Attached hereto as Exhibit B is the form of Master Indenture, which form is hereby authorized and approved, subject to such changes, additions, deletions and insertions as shall be approved by the Board in a subsequent resolution or resolutions authorizing the issuance of a specific Series of Bonds thereunder. U.S. Bank Trust Company, National Association, Fort Lauderdale, Florida is hereby appointed as Trustee, Registrar and Paying Agent under the Master Indenture.
Description of Bonds. The Bonds shall be dated, shall be in the aggregate principal amount not to exceed $120,000,000, shall mature, shall be subject to mandatory and optional redemption on the terms, at the times and prices and in the manner, and shall bear interest at the rates to be provided in the Supplemental Indenture relating to the respective Series of Bonds and in the subsequent resolution or resolutions establishing the details of the Bonds. The Bonds shall be initially signed by the manual or facsimile signature of the Chairman or Vice Chairman and initially countersigned by the manual or facsimile signature of the Secretary or Assistant Secretary and shall be authenticated by the manual signature of the Trustee. The Bonds shall be in the general form of Bonds which shall be attached to the relevant Supplemental Indenture. The Bonds, when executed and delivered by the District, shall be the legal, valid, binding obligations of the District, enforceable in accordance with their terms.
The Bonds, and interest thereon, shall not be deemed to constitute a debt, liability or obligation of the State of Florida, or of any political subdivision thereof but shall be solely payable from Assessments, as defined in the Indenture. Neither the full faith and credit, nor any taxing power of the District, the City of North Port, Florida, Sarasota County, Florida, or the State of Florida, or of any political subdivision thereof is pledged for the payment of the principal of or interest on the Bonds, except for special assessments to be assessed and levied by the District to secure and pay the Bonds.
Approval of Capital Improvement Program. The Capital Improvement Program set forth as Exhibit A hereto is hereby approved as encompassing the scope and nature of the capital improvements which may be undertaken by the District from the proceeds of the Bonds. The actual projects which are components of the Capital Improvement Program to be undertaken by the District shall be established in subsequent reports of the Consulting Engineer to the District

2

and set forth in the Supplemental Indentures relating to Series of Bonds which may be issued by the District.
Commencement of Validation Proceedings. Kutak Rock LLP, the District's General Counsel, is hereby authorized to file a complaint in the Circuit Court in and for Sarasota County, Florida, against the State of Florida, and the taxpayers, property owners, and citizens of the District, including non-residents owning property or subject to taxation therein, and all others having or claiming any right, title, or interest in property to be affected by the issuance of the Bonds or to be affected in any way thereby in accordance with the provisions of Chapter 75, Florida Statutes, and to take any and all further action which shall be necessary in order to achieve a final non-appealable order of validation with respect to the Bonds and all other proceedings in connection therewith.
The Chairman or Vice Chairman or any other member of the Board is authorized to sign any pleadings and to offer testimony in any such proceedings for and on behalf of the District. The officers and agents of the District, including without limitation, the District Manager, Consulting Engineer, and the methodology consultant to the District are hereby also authorized to offer testimony for and on behalf of the District in connection with such proceedings.
Open Meetings. It is hereby found and determined that all official acts of this Board concerning and relating to the commencement of the validation proceedings for the 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 requirements of Section 286.011, Florida Statutes.
Other Actions. The Chairman, the Vice Chairman, the Secretary, any Assistant Secretary, and all other members, officers and employees of the Board and the District are hereby authorized and directed to take all actions necessary or desirable in connection with the issuance and delivery of the Bonds and the consummation of all transactions in connection therewith, including the execution of all necessary or desirable certificates, documents, papers, and agreements and the undertaking and fulfillment of all transactions referred to in or contemplated by the Indenture and this Resolution.
Notwithstanding anything herein to the contrary, no Series of Bonds may be issued or delivered until the District adopts a subsequent resolution and/or Supplemental Indenture fixing the details of such Series of Bonds, whether specified by the Board or delegated to a Designated Member, as may be defined in such subsequent resolution.
3

Effective Date. This Resolution shall take effect immediately upon its adoption.
PASSED in Public Session of the Board of Supervisors of West Villages Improvement District, this 11th day of January, 2024.

Attest:

WEST VILLAGES IMPROVEMENT DISTRICT

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

Exhibit A – Description of Capital Improvement Program Exhibit B – Form of Master Trust Indenture

4

DESCRIPTION OF CAPITAL IMPROVEMENT PROGRAM

FORM OF MASTER TRUST INDENTURE

MASTER TRUST INDENTURE

BETWEEN

WEST VILLAGES IMPROVEMENT DISTRICT

AND

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

Dated as of [Dated Date]

WEST VILLAGES IMPROVEMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS (UNIT OF DEVELOPMENT NO. 10)

TABLE OF CONTENTS
ARTICLE I DEFINITIONS
Section 101. Meaning of Words and Terms	3
Section 102. Rules of Construction	17
ARTICLE II
FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS
Section 201. Issuance of Bonds	17
Section 202. Details of Bonds	17
Section 203. Execution and Form of Bonds	18
Section 204. Negotiability, Registration and Transfer of Bonds	19
Section 205. Ownership of Bonds	19
Section 206. Special Obligations	19
Section 207. Authorization of Bonds	20
Section 208. Mutilated, Destroyed or Lost Bonds	22
Section 209. Parity Obligations Under Credit Agreements	22
Section 210. Bond Anticipation Notes	22
Section 211. Tax Status of Bonds	23
ARTICLE III REDEMPTION OF BONDS
Section 301. Redemption Generally	23
Section 302. Notice of Redemption; Procedure for Selection	24
Section 303. Effect of Calling for Redemption	25
Section 304. Cancellation	26
ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
Section 401. Acquisition and Construction Fund	26
Section 402. Payments from Acquisition and Construction Fund	26
Section 403. Cost of a Series Project	26
Section 404. Disposition of Balances in Acquisition and Construction
Fund	28
ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 501. Lien	28
Section 502. Establishment of Funds	29
Section 503. Acquisition and Construction Fund	30
Section 504. Revenue Fund	31
Section 505. Debt Service Fund	31
Section 506. Optional Redemption	34
Section 507. Rebate Fund	36

Section 508. Investment of Funds and Accounts	37
Section 509. Deficiencies and Surpluses in Funds and Accounts	39
Section 510. Investment Income	39
Section 511. Cancellation of Bonds	40
ARTICLE VI CONCERNING THE TRUSTEE
Section 601. Acceptance of Trust	40
Section 602. No Responsibility for Recitals	40
Section 603. Trustee May Act Through Agents; Answerable Only for
Willful Misconduct or Gross Negligence	40
Section 604. Compensation and Indemnity	41
Section 605. No Duty to Renew Insurance	41
Section 606. Notice of Default; Right to Investigate	41
Section 607. Obligation to Act on Default	42
Section 608. Reliance by Trustee	42
Section 609. Trustee May Deal in Bonds	42
Section 610. Construction of Ambiguous Provision	42
Section 611. Resignation of Trustee	42
Section 612. Removal of Trustee	43
Section 613. Appointment of Successor Trustee	43
Section 614. Qualification of Successor Trustee	44
Section 615. Instruments of Succession	44
Section 616. Merger of Trustee	44
Section 617. Resignation of Paying Agent or Bond Registrar	45
Section 618. Removal of Paying Agent or Bond Registrar	45
Section 619. Appointment of Successor Paying Agent or Bond Registrar	45
Section 620.  Qualifications of Successor Paying Agent or Bond Registrar	45
Section 621. Acceptance of Duties by Successor Paying Agent or Bond Registrar	46
Section 622. Successor by Merger or Consolidation	46
Section 623. Brokerage Statements	46
Section 624. Patriot Act Requirements of the Trustee	46
ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
Section 701. Trust Funds	47
ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
Section 801. Payment of Bonds	47
Section 802. Extension of Payment of Bonds	48
Section 803. Further Assurance	48
Section 804. Power to Issue Bonds and Create a Lien	48
ii

Section 805. Power to Undertake Series Projects and to Collect
Pledged Revenues	48
Section 806. Sale of Series Projects	49
Section 807. Completion and Maintenance of Series Projects	49
Section 808. Accounts and Reports	50
Section 809. Arbitrage and Other Tax Covenants	50
Section 810. Enforcement of Payment of Assessments	51
Section 811. Method of Collection of Assessments	51
Section 812. Delinquent Assessments	51
Section 813. Deposit of Proceeds from Sale of Tax Certificates	51
Section 814. Sale of Tax Deed or Foreclosure of Assessment	52
Section 815. Other Obligations Payable from Assessments	52
Section 816. Re-Assessments	53
Section 817. General	53
Section 818. Continuing Disclosure	53
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 901. Extension of Interest Payment	54
Section 902. Events of Default	54
Section 903. Acceleration of Maturities of Bonds of a Series Under
Certain Circumstances	55
Section 904. Enforcement of Remedies	56
Section 905. Pro Rata Application of Funds Among Owners of a Series of
Bonds	58
Section 906. Effect of Discontinuance of Proceedings	59
Section 907. Restriction on Individual Owner Actions	60
Section 908. No Remedy Exclusive	60
Section 909. Delay Not a Waiver	60
Section 910. Right to Enforce Payment of Bonds	60
Section 911. No Cross Default Among Series	60
Section 912. Indemnification	60
Section 913. Provisions Relating to Bankruptcy or Insolvency of
Landowner	61
ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
Section 1001. Execution of Instruments by Owners and Proof of
Ownership of Bonds	63
Section 1002. Deposit of Bonds	63
ARTICLE XI SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Without Owner Consent	63

Section 1102. Supplemental Indentures With Owner Consent	64
Section 1103. Opinion of Bond Counsel With Respect to Supplemental Indenture	66
Section 1104. Supplemental Indenture Part of Indenture	66
Section 1105. Insurer or Issuer of a Credit Facility or Liquidity Facility
as Owner of Bonds	67
DEFEASANCE
Section 1201. Defeasance and Discharge of the Lien of this Master
Indenture and Supplemental Indentures	68
Section 1202. Moneys Held in Trust	72
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenant	72
Section 1302. Manner of Giving Notice to the District and the Trustee	72
Section 1303. Manner of Giving Notice to the Owners	73
Section 1304. Successorship of District Officers	73
Section 1305. Inconsistent Provisions	73
Section 1306. Further Acts; Counterparts	74
Section 1307. Headings Not Part of Indenture	74
Section 1308. Effect of Partial Invalidity	74
Section 1309. Attorneys' Fees	74
Section 1310. Effective Date	75
Exhibit A – Legal Description of Unit of Development No. 10 Exhibit B – Form of Requisition

MASTER TRUST INDENTURE
THIS MASTER TRUST INDENTURE is dated as of [Dated Date], between WEST VILLAGES IMPROVEMENT DISTRICT, a local unit of special-purpose government organized and existing under the laws of the State of Florida (the "District"), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as
trustee (the "Trustee"), a national banking association and having the authority to exercise corporate trust powers, with its designated corporate trust office located at
500 West Cypress Creek Road, Suite 460, Fort Lauderdale, Florida 33309, Attention: Corporate Trust Department.
WHEREAS, the District is a local unit of special purpose government duly organized and existing under the provisions of Chapter 2004-456, Laws of Florida (the "Act"); and as amended from time to time, and other applicable provisions of State law; and
WHEREAS, on October 12, 2023, the Board of Supervisors (the "Board") of the District duly adopted Resolution No. 2023-24 designating the real property described in Exhibit A hereto as a Unit of Development (as defined herein) pursuant to Section 11 of the Act, with said Unit of Development being called "Unit of Development No. 10" (hereinafter sometimes referred to as "Unit No. 10"); and
WHEREAS, the District has the power and authority under the Act to issue special assessment bonds and revenue bonds and to use the proceeds thereof to finance the cost of acquiring and constructing assessable improvements (as defined in the Act) and to levy and collect special assessments therefor as provided in Chapters 170 and 197, Florida Statutes, and to levy and collect user charges and fees therefor as provided in the Act; and
WHEREAS, additionally, the District has the power and authority under the Act to levy and collect Operation and Maintenance Assessments (hereinafter defined); and
WHEREAS, the District has found and determined and does hereby find and determine, that acquisition and construction of the Series Projects (hereinafter defined) is and will be necessary and desirable in serving the District's goal of properly managing the acquisition, construction, installation and operation of portions of the infrastructure within and without the boundaries of Unit No. 10; and
WHEREAS, the execution and delivery of the Bonds (hereinafter defined) and of this Master Indenture (hereinafter defined) have been duly authorized by the Governing Body (hereinafter defined) of the District and all things necessary to make the Bonds, when executed by the District and authenticated by the Trustee, valid and binding legal obligations of the District and to make this Master Indenture a valid and binding agreement and a valid and binding lien on the Trust Estate (hereinafter defined) have been done;

NOW,	THEREFORE,	THIS	MASTER	TRUST	INDENTURE WITNESSETH:
GRANTING CLAUSES
That the District, in consideration of the premises and acceptance by the Trustee of the trusts hereby created and the purchase and acceptance of the Bonds by the Owners (hereinafter defined), and of the sum of ten dollars ($10.00), lawful money of the United States of America, to it duly paid by the Trustee at or before the execution and delivery of this Master Indenture, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds of a Series (hereinafter defined) issued hereunder according to their tenor and effect and to secure the performance and observance by the District of all of the covenants expressed or implied herein, in the Supplemental Indenture authorizing the issuance of such Series of Bonds and in the Bonds of such Series, does hereby assign and grant a security interest in the following (herein called the "Trust Estate") to the Trustee and its successors in trust, and assigns forever, for the securing of the performance of the obligations of the District herein set forth: (a) the Pledged Revenues (hereinafter defined) and Pledged Funds (hereinafter defined); and (b) any and all property of every kind or description which may from time to time hereafter be sold, transferred, conveyed, assigned, hypothecated, endorsed, deposited, pledged, granted or delivered to, or deposited with, the Trustee as security for any Series of Bonds issued pursuant to this Master Indenture by the District or anyone on its behalf or with its consent, or which pursuant to any of the provisions hereof or of the Supplemental Indenture securing such Series of Bonds may come into the possession or control of the Trustee or of a lawfully appointed receiver, as such additional security, and the Trustee is hereby authorized to receive any and all such property as and for security for the payment of such Series of Bonds and the interest and premium, if any, thereon, and to hold and apply all such property subject to the terms hereof, it being expressly understood and agreed that except as otherwise provided herein or in a Supplemental Indenture, the Trust Estate established and held hereunder for Bonds of a Series shall be held separate and in trust solely for the benefit of the Owners of the Bonds of such Series and for no other Series;
TO HAVE AND TO HOLD the Trust Estate, whether now owned or held or hereafter acquired, forever;
IN TRUST NEVERTHELESS, upon the terms and trusts herein set forth
(a) for the equal and proportionate benefit and security of all present and future Owners of the Bonds of a Series, without preference of any Bond of such Series over any other Bond of such Series, (b) for enforcement of the payment of the Bonds of a Series, in accordance with their terms and the terms of this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds, and

2

all other sums payable hereunder, under the Supplemental Indenture authorizing such Series of Bonds or on the Bonds of such Series, and (c) for the enforcement of and compliance with the obligations, covenants and conditions of this Master Indenture except as otherwise expressly provided herein, as if all the Bonds at any time Outstanding (hereinafter defined) had been authenticated, executed and delivered simultaneously with the execution and delivery of this Master Indenture, all as herein set forth.
IT IS HEREBY COVENANTED, DECLARED AND AGREED that (a)
this Master Indenture creates a continuing lien equally and ratably to secure the payment in full of the principal of, premium, if any, and interest on all Bonds of a Series which may from time to time be Outstanding hereunder, except as otherwise expressly provided herein, (b) the Trust Estate shall immediately be subject to the lien of this pledge and assignment without any physical delivery thereof or further act, (c) the lien of this pledge and assignment shall be a first lien and shall be valid and binding against all parties having any claims of any kind in tort, contract or otherwise against the District, irrespective of whether such parties have notice thereof, and (d) the Bonds of a Series are to be issued, authenticated and delivered, and the Trust Estate is to be held, dealt with, and disposed of by the Trustee, upon and subject to the terms, covenants, conditions, uses, agreements and trusts set forth in this Master Indenture and the Supplemental Indenture authorizing the issuance of such Series of Bonds and the District covenants and agrees with the Trustee, for the equal and proportionate benefit of the respective Owners from time to time of the Bonds of each respective Series, as follows:

ARTICLE I DEFINITIONS
Section 101. Meaning of Words and Terms. The following words and terms used in this Master Indenture shall have the following meanings, unless some other meaning is plainly intended:
"Accountant" shall mean the independent certified public accountant or independent certified public accounting firm retained by the District to perform the duties of the Accountant under this Master Indenture.
"Accountant's Certificate" shall mean an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountant) from time to time selected by the District.
"Accounts" shall mean all accounts created hereunder or pursuant to a Supplemental Indenture, except the Series Rebate Account within the Rebate Fund.
"Accreted Value" shall mean, as of the date of computation with respect to any Capital Appreciation Bonds, an amount (truncated to three (3) decimal places)

equal to the original principal amount of such Capital Appreciation Bonds at the date of issuance plus the interest accrued on such Capital Appreciation Bonds from the date of original issuance of such Capital Appreciation Bonds to the date of computation, such interest to accrue at the rate of interest per annum of the Capital Appreciation Bonds (or in accordance with a table of compound accreted values set forth in such Capital Appreciation Bonds), compounded semi-annually on each Interest Payment Date; provided, however, that if the date with respect to which any such computation is made is not an Interest Payment Date, the Accreted Value of any Capital Appreciation Bond as of such date shall be the amount determined by compounding the Accreted Value of such Capital Appreciation Bond as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) at the rate of interest per annum of the Capital Appreciation Bonds for the partial semi-annual compounding period determined by dividing (x) the number of days elapsed (determined on the basis of a 360-day year comprised of twelve (12) thirty (30) day months) from the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance), by
(y) 180. A table of Accreted Values for the Capital Appreciation Bonds shall be incorporated in a Supplemental Indenture executed by the District upon issuance of any Capital Appreciation Bonds.
"Acquisition and Construction Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Act" shall mean Chapter 2004-456, Laws of Florida, as amended from time to time.
"Additional Bonds" shall mean Bonds ranking on a parity with a Series of Bonds issued under a Supplemental Indenture, provided that such Supplemental Indenture allows for the issuance of parity Bonds.
"Amortization Installments" shall mean the moneys required to be deposited in a Series Sinking Fund Account within a Series Debt Service Account within the Debt Service Fund for the purpose of redeeming and paying when due any Term Bonds, the specific amounts and dates of such deposits to be set forth in a Supplemental Indenture.
"Assessments" shall mean all assessments levied and collected by or on behalf of the District pursuant to the Act, together with the interest specified by resolution adopted by the Governing Body, the interest specified in Chapter 170, Florida Statutes, 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 amounts received by the District from the sale of tax certificates or otherwise from the collection of Delinquent Assessments and which are referred to

as such and pledged to a Series of Bonds pursuant to the Supplemental Indenture authorizing the issuance of such Series of Bonds.
"Authorized Denomination" shall, except as provided in any Supplemental Indenture relating to a Series of Bonds, mean the denomination of $5,000 or any integral multiple thereof.
"Authorized Officer" shall mean any person authorized by the District in writing directed to the Trustee to perform the act or sign the document in question.
"Beneficial Owners" shall have the meaning given such term by DTC so long as it is the registered Owner through its nominee, Cede & Co., of the Bonds as to which such reference is made to enable such Bonds to be held in book-entry only form, and shall otherwise mean the registered Owner on the registration books of the District maintained by the Bond Registrar.
"Bond Anticipation Notes" shall mean bond anticipation notes issued pursuant to a Supplemental Indenture in anticipation of the sale of an authorized Series of Bonds and in a principal amount not exceeding the principal amount of such anticipated Series of Bonds.
"Bond Counsel" shall mean an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the District.
"Bond Registrar" shall mean the bank or trust company designated as such by Supplemental Indenture with respect to a Series of Bonds for the purpose of maintaining the registration books of the District reflecting the names, addresses, and other identifying information of the Owners of Bonds of such Series.
"Bond Year" shall mean, unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, the period commencing on the first day of May in each year and ending on the last day of April of the following year.
"Bonds" shall mean the Outstanding Bonds of all Series.
"Business Day" shall mean any day excluding Saturday, Sunday or any other day on which banks in the cities in which the designated corporate trust office of the Trustee or the Paying Agent are located are authorized or required by law or other governmental action to close and on which the Trustee or Paying Agent, or both, is closed.
"Capital Appreciation Bonds" shall mean Bonds issued under this Master Indenture and any Supplemental Indenture as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then-current Accreted Value only at the

maturity or earlier redemption thereof, all as so designated in a Supplemental Indenture of the District providing for the issuance thereof.
"Capitalized Interest" shall mean, with respect to the interest due or to be due on a Series of Bonds prior to, during and for a period not exceeding one year after the completion of the Series Project to be funded by such Series of Bonds, all or part of such interest which will be paid, or is expected to be paid, from the proceeds of such Series of Bonds.
"Chairman" shall mean the Chairman or Vice Chairman of the Governing Body of the District, or his or her designee, or the person succeeding to his or her principal functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any successor provisions thereto and the regulations promulgated thereunder or under the Internal Revenue Code of 1954, as amended, if applicable, or any successor provisions thereto.
"Completion Bonds" shall mean Bonds issued pursuant to a Supplemental Indenture ranking on a parity with the Series of Bonds issued under such Supplemental Indenture, the proceeds of which are to be used to complete the Series Project.
"Connection Fees" shall mean all fees and charges assessed by the District to users for the actual costs of connecting to a utility system of the District.
"Consulting Engineer" shall mean the independent engineer or engineering firm or corporation employed by the District in connection with any Series Project to perform and carry out the duties of the Consulting Engineer under this Master Indenture or any Supplemental Indenture.
"Continuing Disclosure Agreement" shall mean a Continuing Disclosure Agreement, by and among the District, the dissemination agent named therein, and any other "obligated person" under the Rule, in connection with the issuance of one or more Series of Bonds hereunder, pursuant to the requirements of the Rule.
"Cost" or "Costs" as applied to a Series Project, shall include the cost of acquisition and construction thereof and all obligations and expenses relating thereto including, but not limited to, those items of cost which are set forth in Section 403 hereof.
"Credit Facility" or "Liquidity Facility" shall mean a letter of credit, a municipal bond insurance policy, a surety bond or other similar agreement issued by a banking institution or other entity satisfactory to the District and providing for the payment of the principal of, interest on or purchase price of a Series of Bonds or any alternate or substitute Credit Facility or Liquidity Facility if then in effect.

"Current Interest Bonds" shall mean Bonds of a Series the interest on which is payable at least annually.
"Date of Completion" with respect to a Series Project shall mean: (a) the date upon which such Project and all components thereof have been acquired or constructed and are capable of performing the functions for which they were intended, as evidenced by a certificate of the Consulting Engineer filed with the Trustee and the District; or (b) the date on which the District determines, upon the recommendation of or in consultation with the Consulting Engineer, that it cannot complete such Project in a sound and economical manner within a reasonable period of time as evidenced by a certificate of the Consulting Engineer of the District filed with the Trustee and the District; provided that in each case such certificate of the Consulting Engineer shall set forth the amount of all Costs of such Project which has theretofore been incurred, but which on the Date of Completion is or will be unpaid or unreimbursed.
"Debt Service" shall mean collectively the principal (including Amortization Installments), interest, and redemption premium, if any, payable with respect to the Bonds.
"Debt Service Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Delinquent Assessments" shall mean, collectively, any and all installments of any Assessments which are not paid when due, including any applicable grace period under State law or District proceedings.
"Depository" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the District as a depository of moneys subject to the provisions of this Master Indenture.
"Direct Billed" shall mean Assessments or Operation and Maintenance Assessments, as applicable within the context in which such reference is made, which are billed directly by the District rather than collected on the tax bill using the Uniform Method.
"District" shall mean the West Villages Improvement District, an independent special district established pursuant to the Act, or any successor thereto which succeeds to the obligations of the District hereunder.
"DTC" shall mean The Depository Trust Company, and its successors and assigns.
"Engineer's Certificate" shall mean a certificate of the Consulting Engineer or of such other engineer or firm of engineers having a favorable repute for skill and

experience in the engineering matters with respect to which such certification is required by this Master Indenture.
"Event of Default" shall mean any of the events described in Section 902 hereof.
"Federal Securities" shall mean, to the extent permitted by law for investment as contemplated in this Master Indenture and any Supplemental Indenture, (a) Government Obligations, (b) any Tax-Exempt Obligations which are fully secured as to principal and interest by an irrevocable pledge of Government Obligations, which Government Obligations are segregated in trust and pledged for the benefit of the holders of the Tax-Exempt Obligations, (c) certificates of ownership of the principal or interest of Government Obligations, which Government Obligations are held in trust, and (d) investment agreements at least one hundred percent (100%) collateralized by obligations described in clauses (a), (b) or (c) above.
"Fiscal Year" shall mean the fiscal year of the District in effect from time to time, which shall initially mean the period commencing on the first day of October of any year and ending on the last day of September of the following year.
"Funds" shall mean all funds, except the Rebate Fund, created pursuant to Section 502 hereof.
"Governing Body" shall mean the Board of Supervisors of the District.
"Government Obligations" shall mean direct obligations of, or obligations the payment of which is unconditionally guaranteed by, the United States of America.
"Indenture" shall mean this Master Indenture, as amended and supplemented from time to time by a Supplemental Indenture or indentures and shall mean when used with respect to a Series of Bonds issued hereunder, this Master Indenture, as amended and supplemented by the Supplemental Indenture relating to such Series of Bonds.
"Insurer" shall mean the issuer of any municipal bond insurance policy insuring the timely payment of the principal of and interest on Bonds or any Series of Bonds.
"Interest Payment Date" shall mean the dates specified in a Supplemental Indenture with respect to a Series of Bonds upon which the principal of and/or interest on Bonds of such Series shall be due and payable in each Bond Year.
"Investment Obligations" shall mean and include, except as otherwise provided in the Supplemental Indenture providing for the authorization of Bond

Anticipation Notes or Bonds, any of the following securities, if and to the extent that such securities are legal investments for funds of the District;
Government Obligations;
Bonds, debentures, notes or other evidences of indebtedness issued by any of the following agencies or such other government-sponsored agencies which may presently exist or be hereafter created; provided that, such bonds, debentures, notes or other evidences of indebtedness are fully guaranteed as to both principal and interest by the 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; 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;
Direct and general obligations of any state of the United States, the payment of the principal of and interest on which the full faith and credit of such state is pledged, if at the time of their purchase such obligations are rated in either of the two highest rating categories without regard to gradations within any such categories by either S&P or Moody's;
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;
Bank or broker repurchase agreements fully secured by securities specified in (a) or (b) above, which may include repurchase agreements with the commercial banking department of the Trustee, provided that such securities are deposited with the Trustee, with a Federal Reserve Bank or with a bank or trust company (other than the seller of such securities) having a combined capital and surplus of not less than $100,000,000;
A promissory note of a bank holding company rated in either of the two highest rating categories without regard to gradations within any such categories by either S&P or Moody's;
Any short-term government fund or any money market fund whose assets consist of (a), (b) and (c) above;
Commercial paper (having maturities of not more than 270 days) rated, at the time of purchase, in one of the two highest rating categories, without regard to gradation, by Moody's and S&P;

Certificates evidencing a direct ownership interest in non-callable Government Obligations or in future interest or principal payments thereon held in a custody account by a custodian satisfactory to the Trustee;
Obligations of any state of the United States of America or any political subdivision, public instrumentality or public authority of any such state which are not subject to redemption prior to the date on which the proceeds attributable to the principal of such obligations are to be used and which are fully secured by and payable solely from non-callable Government Obligations held pursuant to an escrow agreement; and
The Local Government Surplus Funds Trust Fund as described in Section 218.405, Florida Statutes, or the corresponding provisions of subsequent laws.
Under all circumstances, the Trustee shall be entitled to rely on the direction of an Authorized Officer that any investment directed by the District is permitted under the Indenture and is a legal investment for funds of the District.
"Letter of Credit Agreement" shall mean any financing agreement relating to a Credit Facility for so long as such agreement will be in effect.
"Liquidity Agreement" shall mean any financing agreement relating to a Liquidity Facility for so long as such agreement will be in effect.
"Majority Owners" shall mean the Beneficial Owners of more than fifty percent (50%) of the aggregate principal amount of the Bonds of a Series then Outstanding or all of the Bonds then Outstanding, as applicable in the context within which such reference is made.
"Master Indenture" shall mean this Master Trust Indenture, as amended and supplemented from time to time in accordance with the provisions hereof.
"Maturity Amount" shall mean the amount due at maturity with respect to a Capital Appreciation Bond.
"Maximum Annual Debt Service Requirement" shall mean, at any given time of determination, the greatest amount of principal, interest and Amortization Installments coming due in any current or future Bond Year with regard to the Series of Bonds for which such calculation is made; provided, the amount of interest coming due in any Bond Year shall be reduced to the extent moneys derived from the proceeds of Bonds are used to pay interest in such Bond Year.
"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation is dissolved or liquidated or no longer performs the

functions of a securities rating agency, Moody's will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Operation and Maintenance Assessments" shall mean assessments described in Section 7 of the Act, for the maintenance of District facilities or the operations of the District.
"Option Bonds" shall mean Current Interest Bonds, which may be either Serial or Term Bonds, which by their terms may be tendered by and at the option of the Owner for purchase prior to the stated maturity thereof.
"Outstanding" when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore authenticated and delivered under this Master Indenture, except:
Bonds theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held in trust under this Master Indenture or Supplemental Indenture with respect to Bonds of any Series and set aside for such payment or redemption (whether at or prior to the maturity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice as provided in Article III hereof or in the Supplemental Indenture relating to the Bonds of any Series;
Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to this Master Indenture and the Supplemental Indenture with respect to Bonds of a Series unless proof satisfactory to the Trustee is presented that any such Bonds are held by a bona fide purchaser in due course; and
Bonds paid or deemed to have been paid as provided in this Master Indenture or in a Supplemental Indenture with respect to Bonds of a Series, including Bonds with respect to which payment or provision for payment has been made in accordance with Article XII hereof.
In addition, Bonds actually known by the Trustee to be held by or for the District will not be deemed to be Outstanding for the purposes and within the purview of Article IX and Article XI hereof.

"Owner" or "Owners" shall mean the registered owners from time to time of Bonds.
"Paying Agent" shall mean the bank or trust company designated by Supplemental Indenture with respect to a Series of Bonds as the place where Debt Service shall be payable with respect to such Series of Bonds and which accepts the duties of Paying Agent under this Master Indenture and under such Supplemental Indenture.
"Pledged Funds" shall mean all of the Series Pledged Funds.
"Pledged Revenues" shall mean all of the Series Pledged Revenues.
"Prepayments" shall mean any Assessments, or portions thereof, which shall be paid to the District prior to the time such amounts become due, including but not limited to "true-up payments" due as part of the Assessments or an applicable agreement. Interest may be required to be paid with a Prepayment, but for purposes of this definition, Prepayments shall not include any interest paid on such Assessments.
"Property Appraiser" shall mean the Property Appraiser of Sarasota County, Florida, or the person succeeding to such officer's principal functions.
"Rebate Amount" shall mean the amount, if any, required to be rebated to the United States pursuant to Section 148(f) of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder.
"Rebate Analyst" shall mean the person or firm selected by the District to calculate the Rebate Amount, which person or firm shall have recognized expertise in the calculation of the Rebate Amount.
"Rebate Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Record Date" shall mean the fifteenth (15th) day of the calendar month next preceding any Debt Service payment date or, in the case of any proposed redemption of Bonds, the fifth (5th) day next preceding the date of mailing of notice of such redemption, or if either of the foregoing days is not a Business Day, then the Business Day immediately preceding such day.
"Redemption Price" shall mean the principal of, premium, if any, and interest accrued to the date fixed for redemption of any Bond called for redemption pursuant to the provisions thereof, hereof and of the Supplemental Indenture pursuant to which such Bond is issued.

"Refunding Bonds" shall mean Bonds issued pursuant to provisions of this Master Indenture, the proceeds of which are used to refund one or more Series of Bonds then Outstanding.
"Reserve Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"Revenue Fund" shall mean the fund so designated in, and created pursuant to, Section 502 hereof.
"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 may be amended from time to time.
"S&P" shall mean S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC, a limited liability company organized and existing under the laws of the State of Delaware, its successors and assigns, and, if such entity is dissolved or liquidated or no longer performs the functions of a securities rating agency, S&P will be deemed to refer to any other nationally recognized securities rating agency designated by the District by written notice to the Trustee.
"Secretary" shall mean the Secretary or any Assistant Secretary to the Governing Body, or his or her designee, or the person succeeding to his or her principal functions.
"Serial Bonds" shall mean Bonds (other than Term Bonds) that mature in annual or semi-annual installments.
"Series" shall mean all of the Bonds authenticated and delivered on original issuance of a stipulated aggregate principal amount in a simultaneous transaction under and pursuant to the same Supplemental Indenture and any Bonds thereafter authenticated and delivered in lieu of or in substitution therefor pursuant to this Master Indenture and such Supplemental Indenture regardless of variations in maturity, interest rate or other provisions; provided, however, two or more Series of Bonds may be issued simultaneously under the same Supplemental Indenture if designated as separate Series of Bonds by the District upon original issuance.
"Series Acquisition and Construction Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Capitalized Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.

"Series Costs of Issuance Account" shall mean the account within the Acquisition and Construction Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Debt Service Account" shall mean the account within the Debt Service Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Interest Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Optional Redemption Subaccount" shall mean the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Pledged Funds" shall mean all amounts on deposit from time to time in the Funds and Accounts and designated in the Supplemental Indenture relating to such Series of Bonds as pledged to the payment of such Series of Bonds; provided, however, such term shall not include any amounts on deposit in a Series Rebate Account in the Rebate Fund.
"Series Pledged Revenues" shall mean the revenues designated as such by Supplemental Indenture and which shall constitute the security for and source of payment of a Series of Bonds and may consist of Assessments, Connection Fees or other user fees or other revenues or combinations thereof imposed or levied by the District in accordance with the Act.
"Series Prepayment Subaccount" shall mean the subaccount within a Series Redemption Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Principal Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Project" or "Series Projects" shall mean the acquisition, construction, equipping and/or improvement of capital projects to be located within or without the District for the benefit of the District to be financed with all or a part of the proceeds of a Series of Bonds as shall be described in the Supplemental Indenture authorizing such Series of Bonds.
"Series Rebate Account" shall mean the account within the Rebate Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.

"Series Redemption Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account" shall mean the account within the Reserve Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Reserve Account Requirement" shall mean the amount of money or other security which may be in the form of a reserve fund insurance policy or other security as may be required by the terms of a Supplemental Indenture to be deposited in or credited to a Series Reserve Account for a Series of Bonds; provided, however, that unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, as of any date of calculation for a particular Series Reserve Account, the "Series Reserve Account Requirement" shall be an amount equal to the lesser of (a) the Maximum Annual Debt Service Requirement for all Bonds of such Series then Outstanding, (b) 125% of the average annual debt service for all Bonds of such Series then Outstanding, or (c) the aggregate of ten percent (10%) of the proceeds of the Bonds of such Series calculated as of the date of original issuance thereof. In computing the Series Reserve Account Requirement in respect of any Series of Bonds that constitute Variable Rate Bonds, the interest rate on such Bonds shall be assumed to be the greater of (y) 110% of the daily average interest rate on such Variable Rate Bonds during the twelve (12) months ending with the month preceding the date of calculation, or such shorter period of time that such Series of Bonds shall have been Outstanding, or (z) the actual rate of interest borne by such Variable Rate Bonds on such date of calculation; provided, in no event shall the Series Reserve Account Requirement as adjusted on such date of calculation exceed the lesser of the amounts specified in the immediately preceding sentence. In computing the Series Reserve Account Requirement in accordance with clause (c) of this definition in respect of any Capital Appreciation Bonds, the principal amount of such Bonds shall be the original principal amount thereof, not the Accreted Value. A Supplemental Indenture may provide that the Series Reserve Account Requirement for a Series is zero.
"Series Revenue Account" shall mean the account within the Revenue Fund with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Sinking Fund Account" shall mean the account within a Series Debt Service Account with respect to a Series of Bonds so designated in, and created pursuant to, a Supplemental Indenture.
"Series Trust Estate" shall mean the Trust Estate for a Series of Bonds established by Supplemental Indenture for such Series of Bonds.

"State" shall mean the State of Florida.
"Subordinate Debt" shall mean indebtedness secured hereby or by any Supplemental Indenture which is by its terms expressly subordinate and inferior hereto both in lien and right of payment.
"Supplemental Indenture" shall mean an indenture supplemental hereto authorizing the issuance of a Series of Bonds hereunder and establishing the terms thereof and the security therefor and shall also mean any indenture supplementary hereto entered into for the purpose of amending the terms and provisions hereof with respect to all Bonds in accordance with Article XI hereof.
"Tax Collector" shall mean the Tax Collector of Sarasota County, Florida, or the person succeeding to such officer's principal functions.
"Tax-Exempt Bonds" shall mean Bonds of a Series the interest on which, in the opinion of Bond Counsel on the date of original issuance thereof, is excludable from gross income for federal income tax purposes.
"Tax-Exempt Obligations" shall mean any bond, note or other obligation issued by any person, the interest on which is excludable from gross income for federal income tax purposes.
"Tax Regulatory Covenants" shall mean the covenants of the District necessary for the preservation of the excludability of interest thereon from gross income for federal income tax purposes, as such covenants shall be amended from time to time upon written instructions from Bond Counsel.
"Taxable Bonds" shall mean Bonds of a Series which are not Tax-Exempt Bonds.
"Term Bonds" shall mean Bonds that mature on one date and that are subject to mandatory redemption from Amortization Installments or are subject to extraordinary mandatory or mandatory redemption upon receipt of unscheduled Pledged Revenues.
"Time Deposits" shall mean time deposits, certificates of deposit or similar arrangements with any bank or trust company, including the Trustee or an affiliate thereof, which is a member of the Federal Deposit Insurance Corporation and any federal or State savings and loan association which is a member of the Federal Deposit Insurance Corporation or its successors and which are secured or insured in the manner required by State law.
"Trust Estate" shall have the meaning ascribed to such term in the granting clauses hereof, including, but not limited to, the Pledged Revenues and Pledged Funds.

"Trustee" shall mean U.S. Bank Trust Company, National Association with its designated office in Fort Lauderdale, Florida and any successor trustee appointed or serving pursuant to Article VI hereof.
"Uniform Method" shall mean the uniform method for the levy, collection and enforcement of Assessments afforded by Sections 197.3631, 197.3632 and 197.3635, Florida Statutes, or any successor statutes.
"Variable Rate Bonds" shall mean Current Interest Bonds, which may be either Serial Bonds or Term Bonds, issued with a variable, adjustable, convertible or other similar interest rate which is not fixed in percentage for the entire term thereof at the date of issue, which Bonds may also be Option Bonds.
Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond," "Owner," "person," "Paying Agent," and "Bond Registrar" shall include the plural as well as the singular number and the word "person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. All references to Florida Statutes or other provisions of State law shall be deemed to include any and all amendments thereto.

ARTICLE II
FORM, EXECUTION, DELIVERY AND DESIGNATION OF BONDS
Section 201. Issuance of Bonds. For the purpose of providing funds for paying all or part of the Cost of a Series Project, Bonds of a Series, without limitation as to aggregate principal amount, may be issued under this Master Indenture subject to the conditions hereinafter provided in Section 207 hereof. Debt Service on each Series of Bonds shall be payable solely from the Pledged Revenues and Pledged Funds pledged to such Series of Bonds in the Supplemental Indenture authorizing the issuance of such Series of Bonds and, as may be provided in such Supplemental Indenture, all of the provisions of this Master Indenture shall be for the benefit and security of the present and future Owners of such Series of Bonds so issued, without preference, priority or distinction, as to lien or otherwise, of any one Bond of such Series over any other Bond of such Series. The District may also issue from time to time, Additional Bonds, Completion Bonds and Refunding Bonds of a Series under and pursuant to the terms of the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Section 202. Details of Bonds. Bonds of a Series shall be in such denominations, numbered consecutively, shall bear interest from their date until their payment at rates not exceeding the maximum rate permitted by law, shall be dated, shall be stated to mature in such year or years in accordance with the Act,

and shall be subject to redemption prior to their respective maturities, subject to the limitations hereinafter provided, as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series may be Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Option Bonds or any combination thereof and may be secured by a Credit Facility or Liquidity Facility, all as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds. Bonds of a Series (or a part of a Series) may be in book-entry form at the option of the District as shall be provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Debt Service shall be payable in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. Interest shall be paid to the registered Owner of Bonds at the close of business on the Record Date for such interest; provided, however, that on or after the occurrence and continuance of an Event of Default under clause (a) of Section 902 hereof, the payment of interest and principal or Redemption Price or Amortization Installments pursuant hereto shall be made by the Paying Agent to such person who, on a special record date which is fixed by the Trustee, which shall be not more than fifteen (15) and not less than ten (10) days prior to the date of such proposed payment, appears on the registration books of the Bond Registrar as the registered Owner of a Bond. Any payment of principal, Maturity Amount or Redemption Price shall be made only upon presentation of the Bond at the designated corporate trust office of the Paying Agent in Fort Lauderdale, Florida; provided, however, that presentation shall not be required if the Bonds are in book- entry only form. Payment of interest shall be made by check or draft (or by wire transfer to the registered Owner if such Owner requests such method of payment by delivery of written notice to the Paying Agent prior to the Record Date for the respective interest payment to such account as shall be specified in such request, but only if the registered Owner owns not less than $1,000,000 in aggregate principal amount of the Bonds or, if less than such amount, all of the Bonds then Outstanding). Unless otherwise provided in the Supplemental Indenture authorizing a Series of Bonds, interest on a Series of Bonds will be computed on the basis of a 360-day year of twelve 30-day months.
Section 203.  Execution and Form of Bonds. The Bonds shall be signed by or bear the facsimile signature of the Chairman, shall be attested and countersigned by the Secretary, and the certificate of authentication appearing on the face of the Bonds shall be signed by the Trustee; provided, however, that each Bond shall be manually signed by either the Chairman, the Secretary or the Trustee. The official seal of the District shall be imprinted or impressed on each Bond. In case any officer whose signature or a facsimile of whose signature appears on any Bond shall cease to be such officer before the delivery of such Bond, such signature or such facsimile shall nevertheless be valid for all purposes the same as if he or she had remained in office until such delivery. Any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the
18
Page 156

execution of such Bond shall be proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds, and the provisions for registration and reconversion to be endorsed on such Bonds, shall be substantially in the form set forth in a Supplemental Indenture. The Trustee may appoint one or more authenticating agents.
Section 204. Negotiability, Registration and Transfer of Bonds. The District shall cause books for the registration and for the transfer of the Bonds as provided in this Master Indenture to be kept by the Bond Registrar. All Bonds shall be registered as to both principal and interest. Any Bond may be transferred only upon an assignment duly executed by the registered Owner or his attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such books and endorsed on the Bond by the Bond Registrar. No charge shall be made to any Owner for registration and transfer as hereinabove provided, but any Owner requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. The Bond Registrar shall not be required to transfer any Bond during the period between the Record Date and the Interest Payment Date next succeeding the Record Date of such Bond, during the period between the Record Date for the mailing of a notice of redemption and the date of such mailing, nor after such Bond has been selected for redemption. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State, and each successive Owner, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State.
Section 205. Ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed the absolute Owner thereof for all purposes, and payment of Debt Service shall be made only to or upon the order of the registered Owner thereof or his attorney or legal representative as herein provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. The Trustee, the District, the Bond Registrar and the Paying Agent may deem and treat the registered Owner of any Bond as the absolute Owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither the Trustee, the District, the Bond Registrar nor the Paying Agent shall be affected by any notice to the contrary.
Section 206. Special Obligations. Each Series of Bonds shall be a special and direct obligation of the District. Neither the Bonds nor the interest and premium, if any, payable thereon shall constitute a general obligation or general indebtedness of the District within the meaning of the Constitution and laws of the State. The 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 herein or in the Supplemental

Indenture authorizing the issuance of such Series of Bonds. No Owner or any other person shall ever have the right to compel the exercise of any ad valorem taxing power of the District or any other public authority or governmental body to pay Debt Service or to pay any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds. Rather, Debt Service and any other amounts required to be paid pursuant to this Master Indenture, any Supplemental Indenture, or the Bonds, shall be payable solely from, and shall be secured solely by, the Series Pledged Revenues and the Series Pledged Funds pledged to such Series of Bonds, all as provided herein and in such Supplemental Indenture.
Section 207.	Authorization of Bonds.
There shall be issued from time to time in Series, under and secured by this Master Indenture, Bonds without limitation as to aggregate principal amount for the purposes of:
paying all or part of the Cost of a Series Project or Series Projects or refunding a Series of Bonds or any portion thereof then Outstanding; and
depositing the Series Reserve Account Requirement to the Series Reserve Account for such Series of Bonds.
Each Series of Bonds, upon initial issuance thereof, 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 the following:
an executed and attested original or certified copy of this Master Indenture;
an executed and attested original or certified copy of the Supplemental Indenture fixing the amount of and security for the Series of Bonds authorized to be issued thereby and establishing, among other things, the dates on which, and the amounts in which, such Series of Bonds will mature (provided that the final maturity date of such Series of Bonds shall be not later than permitted by the Act with respect to such Series of Bonds), designating the Paying Agent and Bond Registrar, fixing the Amortization Installments, if any, for the Term Bonds of such Series, awarding the Series of Bonds, specifying the interest rates or the method for calculating such interest rates with respect to such Series of Bonds, specifying the redemption provisions and prices thereupon, specifying other details of such Series of Bonds, and directing the delivery of such Series of Bonds to or upon the order of the initial purchaser thereof upon payment of the purchase price therefor set forth in such Supplemental Indenture;

an opinion of counsel for the District substantially to the effect that the signer is of the opinion that this Master Indenture and the Supplemental Indenture relating to such Series of Bonds have been duly and validly authorized in accordance with the terms hereof and of the Act, and have been duly approved and adopted, that the issuance of such Series of Bonds has been duly authorized, and that this Master Indenture and the Supplemental Indenture constitute binding obligations of the District, enforceable against the District in accordance with their terms except as enforcement thereof may be affected by bankruptcy and other similar laws relating to creditor's rights generally; and
an opinion of Bond Counsel for the District substantially to the effect that the signer is of the opinion that the Bonds of such Series are valid, binding and enforceable obligations of the District and, if such Series of Bonds are Tax-Exempt Bonds, that interest thereon is excludable from gross income of the Owners under the income tax laws of the United States in effect on the date such Series of Bonds are delivered to the initial purchasers.
Execution of a Series of Bonds by the District shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the District and payment to the Trustee of the initial purchase price for a Series of Bonds shall be conclusive evidence of satisfaction of the conditions precedent set forth in this Section 207(b) as to the underwriter of such Series of Bonds.
The Trustee shall be provided with reliance letters with respect to the opinions required in paragraphs (iii) and (iv) above. When the documents mentioned in subsections (i) through (iv) above shall have been received, and when the Bonds of such Series shall have been executed and authenticated as required by this Master Indenture, such Series of Bonds shall be delivered to, or upon the order of, the District, but only upon payment to the Trustee of the purchase price of such Series of Bonds, together with accrued interest, if any, thereon as set forth in a certificate of delivery and payment executed by the Chairman of the District.
To the extent not set forth in the Supplemental Indenture authorizing the issuance of a Series of Bonds, the proceeds (including accrued interest and any premium) of each Series of Bonds shall be applied as soon as practicable upon delivery thereof to the Trustee as follows:
the amount received as accrued interest on the Bonds, if any, shall be deposited to the credit of the Series Interest Account and Capitalized Interest, if any, shall be deposited to the credit of the Series Capitalized Interest Account;
an amount equal to the Series Reserve Account Requirement or the initial cost of satisfying the Series Reserve Account Requirement if not

satisfied by the deposit of cash, shall be deposited to the credit of the Series Reserve Account; and
the balance shall be deposited and applied as provided for in the Supplemental Indenture authorizing the issuance of such Series of Bonds.
Section 208. Mutilated, Destroyed or Lost Bonds. If any Bonds become mutilated, destroyed or lost, the District may cause to be executed and delivered a new Bond in substitution therefor upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, and upon payment by the Owner of the reasonable expenses and charges of the District and the Trustee in connection therewith and, in the case of a Bond destroyed or lost, upon the Owner filing with the Trustee evidence satisfactory to it that such Bond was destroyed or lost and of his or her ownership thereof, and upon furnishing the District and the Trustee with indemnity satisfactory to them.
Section 209.  Parity Obligations Under Credit Agreements. As may be provided for or required in any Supplemental Indenture, the District may incur financial obligations under a Letter of Credit Agreement or a Liquidity Agreement payable on parity with respect to the lien on the Trust Estate pledged to a Series of Bonds issued under this Master Indenture and a Supplemental Indenture, without meeting any financial test or requirement set forth in this Master Indenture or the corresponding Supplemental Indenture, but only if the Letter of Credit Agreement or Liquidity Agreement supports a related Series of Bonds then being issued which does meet such tests or requirements.
Section 210. Bond Anticipation Notes. Whenever the District shall authorize the issuance of a Series of Bonds, the District may by resolution authorize the issuance of Bond Anticipation Notes in anticipation of the sale of such authorized Series of Bonds in a principal amount not exceeding the principal amount of such Series of Bonds. The aggregate principal amount of Bonds of such Series and all other Bonds previously authenticated and delivered to pay the Cost of the Series Project or Series Projects for which the proceeds of the Bond Anticipation Notes will be applied shall not exceed such Cost. The interest on such Bond Anticipation Notes may be payable out of the related Series Interest Account to the extent provided in the resolution of the District authorizing such Bond Anticipation Notes. The principal of and interest on such Bond Anticipation Notes and renewals thereof shall be payable from any moneys of the District available therefor or from the proceeds of the sale of the Series of Bonds in anticipation of which such Bond Anticipation Notes are issued. The proceeds of sale of Bond Anticipation Notes shall be applied to the purposes for which the Bonds anticipated by such Bond Anticipation Notes are authorized and shall be deposited in the appropriate Fund or Account established by the Indenture for such purposes; provided, however, that the resolution or resolutions authorizing such Bond Anticipation Notes may provide for the payment of interest on such Bond Anticipation Notes from the proceeds of sale

of such Bond Anticipation Notes and for the deposit in the related Series Capitalized Interest Account. In the event that the District adopts a resolution authorizing the issuance of Bond Anticipation Notes, the District will promptly furnish to the Trustee a copy of such resolution, certified by an Authorized Officer, together with such information with respect to such Bond Anticipation Notes as the Trustee may reasonably request, including, without limitation, information as to the paying agent or agents for such Bond Anticipation Notes. The Trustee shall have no duties or obligations to the holders of such Bond Anticipation Notes unless specifically so authorized by the resolution of the District authorizing the issuance of such Bond Anticipation Notes and unless the Trustee accepts in writing such duties and obligations.
Section 211.  Tax Status of Bonds. Any Series of Bonds issued under this Master Indenture may be issued either as Tax-Exempt Bonds or Taxable Bonds. The intended tax status of any Series of Bonds to be issued may be referenced in any Supplemental Indenture authorizing the issuance of such Series of Bonds.

ARTICLE III REDEMPTION OF BONDS
Section 301. Redemption Generally. The Bonds of any Series shall be subject to redemption, either in whole on any date or in part on any Interest Payment Date, and at such times, in the manner and at such prices, as may be provided by the Supplemental Indenture authorizing the issuance of such Series of Bonds. The District shall provide written notice to the Trustee of any optional redemption on or before the forty-fifth (45th) day next preceding the date to be fixed for such optional redemption. Notwithstanding any other provision of this Master Indenture, notice of optional redemption may be conditioned upon the occurrence or non-occurrence of such event or events or upon the later deposit of moneys therefor as shall be specified in such notice of optional redemption and may also be subject to rescission by the District if expressly set forth in such notice.
Unless otherwise provided in the Supplemental Indenture relating to a Series of Bonds, if less than all of the Bonds of a Series shall be called for redemption, the particular Bonds of such Series to be redeemed shall be selected by lot in such reasonable manner as the Bond Registrar in its discretion may determine. The portion of any Series of Bonds to be redeemed shall be in an Authorized Denomination and, in selecting the Bonds of such Series to be redeemed, the Bond Registrar shall treat each such Bond as representing that number of Bonds of such Series which is obtained by dividing the principal amount of such Bond by an Authorized Denomination (such amount being hereinafter referred to as the "unit of principal amount").

If it is determined that one or more, but not all, of the units of principal amount represented by any such Bond is to be called for redemption, then upon notice of intention to redeem such unit or units of principal amount as provided below, the registered Owner of such Bond, upon surrender of such Bond to the Paying Agent for payment to such registered Owner of the redemption price of the unit or units of principal amount called for redemption, shall be entitled to receive a new Bond or Bonds of such Series in the aggregate principal amount of the unredeemed balance of the principal amount of such Bond. New Bonds of such Series representing the unredeemed balance of the principal amount shall be issued to the Owner thereof without any charge therefor. If the Owner of any Bond of a denomination greater than the unit of principal amount to be redeemed shall fail to present such Bond to the Paying Agent for payment in exchange as aforesaid, such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the extent of the unit or units of principal amount called for redemption.
Subject to the provisions of Section 506(b) hereof, the District may purchase a Bond or Bonds of a Series in the open market at a price no higher than the highest Redemption Price (including premium) for the Bond to be so purchased with any funds legally available therefor and any such Bonds so purchased shall be credited to the amounts otherwise required to be deposited for the payment of Bonds of such Series as provided in Section 506(b) hereof or as otherwise provided in the Supplemental Indenture relating to such Series of Bonds.
Section 302. Notice of Redemption; Procedure for Selection. The District shall establish each redemption date, other than in the case of a mandatory redemption, in which case the Trustee shall establish the redemption date, and the District or the Trustee, as the case may be, shall notify the Bond Registrar in writing of such redemption date on or before the forty-fifth (45th) day next preceding the date fixed for redemption, which notice shall set forth the terms of the redemption and the aggregate principal amount of Bonds to be redeemed. Except as otherwise provided herein, notice of redemption shall be given by the Bond Registrar not less than thirty (30) nor more than forty-five (45) days prior to the date fixed for redemption by first-class mail, postage prepaid, to any Paying Agent for the Bonds to be redeemed and to the registered Owner of each Bond to be redeemed, at the address of such registered Owner on the registration books maintained by the Bond Registrar (and, for any Owner of $1,000,000 or more in principal amount of Bonds, to one additional address if written request therefor is provided to the Bond Registrar prior to the Record Date); and a second notice of redemption shall be sent by registered or certified mail at such address to any Owner who has not submitted his Bond to the Paying Agent for payment on or before the date sixty (60) days following the date fixed for redemption of such Bond, in each case stating: (a) the numbers of the Bonds to be redeemed, by giving the individual certificate number of each Bond to be redeemed (or stating that all Bonds between two stated certificate numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption); (b) the

CUSIP numbers of all Bonds being redeemed; (c) in the case of a partial redemption of Bonds, the principal amount of each Bond being redeemed; (d) the date of issue of each Bond as originally issued and the complete official name of the Bonds including the Series designation; (e) the rate or rates of interest borne by each Bond being redeemed; (f) the maturity date of each Bond being redeemed; (g) the place or places where amounts due upon such redemption will be payable; and (h) the notice date, redemption date, and Redemption Price. The notice shall require that such Bonds be surrendered at the designated corporate trust office of the Paying Agent for redemption at the Redemption Price and shall state that further interest on such Bonds will not accrue from and after the redemption date; provided, however, that such presentation shall not be required while such Bonds are registered in book- entry only format. CUSIP number identification with appropriate dollar amounts for each CUSIP number also shall accompany all redemption payments.
Any required notice or redemption shall also be sent by registered mail, overnight delivery service, telecopy or other secure means, postage prepaid, to any Owner of $1,000,000 or more in aggregate principal amount of Bonds to be redeemed, to certain municipal registered securities depositories in accordance with the then-current guidelines of the Securities and Exchange Commission, which are known to the Bond Registrar to be holding Bonds thirty-two (32) days prior to the redemption date and to at least two of the national information services that disseminate securities redemption notices in accordance with the then-current guidelines of the Securities and Exchange Commission, when possible, at least thirty (30) days prior to the redemption date; provided that neither failure to send or receive any such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for the redemption of such Bonds.
Failure to give notice by mailing to the Owner of any Bond designated for redemption or to any depository or information service shall not affect the validity of the proceedings for the redemption of any other Bond.
Section 303.  Effect of Calling for Redemption. On the date designated for redemption of any Bonds, notice having been filed and mailed in the manner provided above, the Bonds called for redemption shall be due and payable at the Redemption Price provided for the redemption of such Bonds on such date and, moneys for payment of the Redemption Price being held in a separate account by the Paying Agent in trust for the Owners of the Bonds to be redeemed, interest on the Bonds called for redemption shall cease to be entitled to any benefit under this Master Indenture, and the Owners of such Bonds shall have no rights in respect thereof, except to receive payment of the Redemption Price thereof, and interest, if any, accrued thereon to the redemption date, and such Bonds shall no longer be deemed to be Outstanding.

Section 304. Cancellation. Bonds called for redemption shall be canceled upon the surrender thereof pursuant to the provisions of Section 511 hereof.

ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
Section 401.  Acquisition and Construction Fund. There is created and established by Section 502 hereof a fund designated as the "Acquisition and Construction Fund" which shall be held by the Trustee and there shall be deposited to the credit of the Series Acquisition and Construction Accounts the amounts specified in the Supplemental Indenture relating to such Series of Bonds.
Section 402. Payments from Acquisition and Construction Fund. Payments of the Cost of constructing and acquiring a Series Project shall be made from the Acquisition and Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article IV and in Article V hereof, and the District covenants that it will not request any sums to be paid from the Acquisition and Construction Fund except in accordance with such provisions and restrictions. Moneys in the Acquisition and Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by any one or more officers or employees of the Trustee legally authorized to sign such items or by wire transfer to an account specified by the payee upon satisfaction of the conditions for disbursement set forth in Section 503(b) hereof.
Section 403. Cost of a Series Project. For the purposes of this Master Indenture, the Cost of a Series Project shall include, without intending thereby to limit or to restrict or expand any proper definition of such cost under the Act, other applicable provisions of State law, or this Master Indenture, the following:
Expenses of Bond Issuance. All expenses and fees relating to the issuance of the Bonds, including, but not limited to, initial Credit Facility or Liquidity Facility fees and costs, attorneys' fees, underwriting fees and discounts, the Trustee's acceptance fees and costs, Trustee's counsel fees and costs, rating agency fees, fees of financial advisors, engineer's fees and costs, administrative expenses of the District, the costs of preparing audits and engineering reports, the costs of preparing reports, surveys, and studies, and the costs of printing the Bonds and preliminary and final disclosure documents.
Accrued and Capitalized Interest. Any interest accruing on the Bonds from their date through the first Interest Payment Date received from the proceeds of the Bonds (to be deposited into the related Series Interest Account) and Capitalized Interest (to be deposited into the related Series Capitalized Interest Account) as may be authorized or provided for by a Supplemental Indenture related to a Series of Bonds. Notwithstanding the deposit of Capitalized Interest into the

related Series Capitalized Interest Account, Capitalized Interest shall also include any amount directed by the District to the Trustee in writing to be withdrawn from the related Series Acquisition and Construction Account and deposited into such Series Capitalized Interest Account, provided that such direction includes a certification that such amount represents earnings on amounts on deposit in the related Series Acquisition and Construction Account and that, after such deposit, the amount on deposit in such Series Acquisition and Construction Account, together with earnings thereon, will be sufficient to pay for the remaining Costs of the related Series Project which are to be funded from such Series Acquisition and Construction Account.
Acquisition Expenses. The costs of acquiring, by purchase or condemnation, all of the land, structures, improvements, rights-of-way, franchises, easements, plans and specifications and similar items and other interests in property, whether real or personal, tangible or intangible, which themselves constitute a Series Project or which are necessary or convenient to acquire, install and construct a Series Project and payments, contributions, dedications, taxes, assessments or permit fees or costs and any other exactions required as a condition to receive any government approval or permit necessary to accomplish any District purpose.
Construction Expense. All costs incurred, including interest charges, for labor and materials, including equipment, machinery and fixtures, by contractors, builders, and materialmen in connection with the acquisition, installation and construction of a Series Project, and including without limitation costs incident to the award of contracts.
Other Professional Fees and Miscellaneous Expenses.
All legal, architectural, engineering, survey, and consulting fees, as well as all financing charges, taxes, insurance premiums, and miscellaneous expenses, not specifically referred to in this Master Indenture that are incurred in connection with the acquisition and construction of a Series Project.
Expenses of determining the feasibility or practicality of acquisition, construction, installation, or reconstruction of a Series Project.
Costs of surveys, estimates, plans and specifications.
Costs of improvements.
Financing charges.
Creation of initial reserve and debt service funds.

Working capital.
Amounts to repay Bond Anticipation Notes or loans made to finance any costs permitted under the Act.
Costs incurred to enforce remedies against contractors, subcontractors, any provider of labor, material, services or any other person for a default or breach under the corresponding contract, or in connection with any dispute.
Premiums for contract bonds and insurance during construction and costs on account of personal injuries and property damage in the course of construction and insurance against the same.
Expenses of management and supervision of a Series Project.
Costs of effecting compliance with any and all governmental permits relating to a Series Project.
Payments, contributions, dedications, fair share or concurrency obligations and any other exactions as a condition to receive any government approval or permit necessary to accomplish any District purpose (including but not limited to impact fees, utility connection fees, school concurrency fees, etc.).
Any other "cost" or expense as provided by the Act.
Refinancing Costs. All costs described in (a) through (e) above or otherwise permitted by the Act associated with refinancing or repaying any loan or other debt obligation of the District.
Section 404. Disposition of Balances in Acquisition and Construction Fund. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved for the payment of any remaining part of the Cost of the Series Project shall be transferred by the Trustee to the credit of the Series Prepayment Subaccount in the Series Redemption Account, or as otherwise provided in the Supplemental Indenture, and used for the purposes set forth for such Subaccount in the Supplemental Indenture relating to such Series of Bonds.

ARTICLE V
ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF
Section 501. Lien. There is hereby irrevocably pledged for the payment of the Bonds of each Series issued hereunder, subject only to the provisions of this Master Indenture and any Supplemental Indenture permitting the application

thereof for the purposes and on the terms and conditions set forth in this Master Indenture and any such Supplemental Indenture with respect to each Series of Bonds, the Trust Estate; provided, however, that unless otherwise specifically provided herein or in a Supplemental Indenture relating to a Series of Bonds with respect to the Series Trust Estate securing such Series of Bonds, the Pledged Funds and Pledged Revenues securing a Series of Bonds shall secure only such Series of Bonds and shall not secure any other Bonds or Series of Bonds.
The foregoing pledge shall be valid and binding from and after the date of initial delivery of the Bonds and the proceeds of sale of the Bonds and all the moneys, securities and funds set forth in this Section 501 shall immediately be subject to the lien of the foregoing pledge, which lien is hereby created, without any physical delivery thereof or further act. Such lien shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the District or the Trustee, irrespective of whether such parties have notice thereof. Such lien shall be prior and superior to all other liens now existing or hereafter created.
Section 502. Establishment of Funds. The following funds are hereby established and shall be held by the Trustee:
Acquisition and Construction Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Acquisition and Construction Account and a separate Series Costs of Issuance Account for each Series of Bonds issued hereunder;
Revenue Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Revenue Account for each Series of Bonds issued hereunder;
Debt Service Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds,
a Series Debt Service Account, and therein a Series Interest Account, a Series Principal Account, a Series Sinking Fund Account and a Series Capitalized Interest Account, and
a Series Redemption Account and therein a Series Prepayment Subaccount and a Series Optional Redemption Subaccount,
for each such Series of Bonds issued hereunder;
Reserve Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Reserve Account for each such Series of Bonds issued hereunder and any Bonds issued on a parity with any such Series of Bonds hereunder; and

Rebate Fund, and within such Fund there may be established by Supplemental Indenture authorizing a Series of Bonds a separate Series Rebate Account for each such Series of Tax-Exempt Bonds issued hereunder.
Notwithstanding the foregoing, the Supplemental Indenture authorizing any Series of Bonds may establish such other Accounts or dispense with the Accounts set forth above as shall be deemed advisable by the District in connection with such Series of Bonds.
Section 503.	Acquisition and Construction Fund.
Deposits. The District shall pay to the Trustee, for deposit into the related Series Acquisition and Construction Account in the Acquisition and Construction Fund, as promptly as practicable, the following amounts received by it:
the amount set forth in the Supplemental Indenture relating to such Series of Bonds;
subject to Section 806 hereof, payments made to the District from the sale, lease or other disposition of the Series Project or any portion thereof;
the balance of insurance proceeds with respect to the loss or destruction of the Series Project or any portion thereof;
amounts received by the District from a governmental entity pursuant to an interlocal agreement or other similar agreement between the District and such governmental entity providing for the payment by such governmental entity of a portion of the Costs of a Series Project, but only to the extent Bonds funded the Series Project;
amounts received from impact fee credits and/or utility connection fee credits; and
such other amounts as may be provided in a Supplemental Indenture.
Amounts in such Series Acquisition and Construction Account shall be applied to the Cost of the Series Project.
Disbursements. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of such Series of Bonds, payments from a Series Acquisition and Construction Account shall be paid in accordance with the provisions of this subsection (b).  Before any such payment shall be made, the

District shall file with the Trustee a requisition in the form of Exhibit B attached hereto, signed by an Authorized Officer.
Upon receipt of each such requisition and accompanying certificate, the Trustee shall promptly withdraw from the Series Acquisition and Construction Account and pay to the person, firm or corporation named in such requisition the amount designated in such requisition. The Trustee shall have no duty to investigate either the accuracy or validity of the items delivered pursuant to this Section 503(b) or whether such amount is properly payable hereunder or under the Supplemental Indenture for such Series of Bonds.
Inspection. All requisitions and certificates received by the Trustee pursuant to this Article V shall be retained in the possession of the Trustee, subject at all reasonable times to the inspection of the District, the Consulting Engineer, the Owner of any Bonds of the related Series, and the agents and representatives thereof.
Completion of Series Project. On the Date of Completion of a Series Project, the balance in the related Series Acquisition and Construction Account not reserved by the District for the payment of any remaining part of the Cost of acquiring or constructing the Series Project shall be applied in accordance with the provisions of Section 404 hereof. The Trustee shall have no duty to determine whether the Date of Completion has occurred and the Trustee shall not be deemed to have knowledge that the Date of Completion has occurred until the Trustee has received the certificate of the Consulting Engineer establishing such Date of Completion as specified in the definition of Date of Completion in Section 101 hereof.
Section 504. Revenue Fund. The District hereby covenants and agrees that it will assess, impose, establish and collect the Pledged Revenues with respect to each Series of Bonds in amounts and at times sufficient to pay, when due, the principal of, premium, if any, and interest on such Series of Bonds. The District hereby covenants and agrees to immediately deposit upon receipt all such Pledged Revenues with the Trustee (including Prepayments, which shall be identified as such by the District at the time of deposit with the Trustee), and the Trustee shall immediately deposit all such Pledged Revenues, when received, into the related Series Revenue Account and immediately deposit all Prepayments, when received, into the related Series Prepayment Subaccount in the Series Redemption Account, unless otherwise provided for in the Supplemental Indenture relating to a Series of Bonds.
Section 505.	Debt Service Fund.
Principal, Maturity Amount, Interest and Amortization Installments. Except as otherwise provided in a Supplemental Indenture, on the

Business Day preceding each Interest Payment Date on the Bonds, the Trustee shall withdraw from the Series Revenue Account and, from the amount so withdrawn, shall make the following deposits in the following order of priority:
to the related Series Interest Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the amount of interest payable on the Bonds of such Series on such Interest Payment Date;
to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the principal amount, if any, payable with respect to Serial Bonds of such Series on such Interest Payment Date;
in each Bond Year in which Term Bonds of such Series are subject to mandatory redemption from Amortization Installments, to the related Series Sinking Fund Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Amortization Installment payable on the Term Bonds of such Series on such Interest Payment Date;
in each Bond Year in which Capital Appreciation Bonds of such Series mature, to the related Series Principal Account, an amount which, together with other amounts, if any, then on deposit therein, will equal the Maturity Amount payable with respect to the Capital Appreciation Bonds of such Series maturing on such Interest Payment Date;
to the Series Reserve Account, an amount, if any, which, together with other amounts, if any, then on deposit therein, will equal the Series Reserve Account Requirement; and
to the Series Rebate Account, the Rebate Amount, if any, required to be deposited therein pursuant to the Supplemental Indenture related to a Series of Tax-Exempt Bonds.
Notwithstanding the foregoing, so long as there are moneys on deposit in the related Series Capitalized Interest Account on the date required for any transfer into the Series Interest Account as set forth above, the Trustee shall, prior to making any transfer into the related Series Interest Account from the related Series Revenue Account, transfer to the related Series Interest Account from the related Series Capitalized Interest Account, the lesser of the interest on such Series of Bonds coming due on the next succeeding Interest Payment Date or the amount remaining on deposit in the related Series Capitalized Interest Account.
Disposition of Remaining Amounts on Deposit in Series Revenue Account. The District shall authorize the withdrawal, from time to time, from the

Series Revenue Account an amount sufficient to pay the fees and charges of the Trustee, Bond Registrar, and Paying Agent, when due. Subject to the provisions of Section 604 hereof, if (i) the amount on deposit in the Series Interest Account, Series Principal Account, Series Sinking Fund Account and Series Redemption Account in each Bond Year equals the interest payable on the Bonds of such Series in such Bond Year, the principal amount of all Serial Bonds payable in such Bond Year, the Maturity Amount of all Capital Appreciation Bonds due in such Bond Year and the Amortization Installments required to be paid in such Bond Year, and
(ii) any amounts remain in the Series Revenue Account on November 2 of such Bond Year, then such amounts shall, at the written direction of the District, be applied to pay the commissions, fees, costs and any other charges of the Tax Collector and the Property Appraiser or, if such commissions, fees, costs, or other charges have been paid by the District, then to reimburse the District for such payment upon written request of an Authorized Officer. If, after such amounts have been withdrawn, paid and provided for as provided above, any amounts remain in the Series Revenue Account, such amounts shall be disbursed to the District on written request of an Authorized Officer and used for any other lawful purpose of the District. After making the payments provided for in this subsection (b), the balance, if any, remaining in the Series Revenue Account shall be retained therein or, at the written direction of an Authorized Officer to the Trustee, transferred into the Series Prepayment Subaccount of the Series Redemption Account. Upon the occurrence and continuance of an Event of Default hereunder, the foregoing transfer to the Series Prepayment Subaccount shall not be made.
Series Reserve Account. Except as otherwise provided for herein or in a Supplemental Indenture, moneys held for the credit of a Series Reserve Account shall be used for the purpose of paying interest or principal or Amortization Installment or Maturity Amount on the Bonds of the related Series whenever amounts on deposit in the Series Debt Service Account shall be insufficient for such purpose.
Series Debt Service Account. Moneys held for the credit of a Series Interest Account, Series Principal Account and Series Sinking Fund Account in a Series Debt Service Account shall be withdrawn therefrom by the Trustee and transferred by the Trustee to the Paying Agent in amounts and at times sufficient to pay, when due, the interest on the Bonds of such Series, the principal of Serial Bonds of such Series, the Maturity Amount of Capital Appreciation Bonds of such Series and the Amortization Installments of Term Bonds of such Series, as the case may be.
Series Redemption Account. Moneys representing Prepayments on deposit in a Series Prepayment Subaccount to the full extent of a multiple of an Authorized Denomination shall, unless otherwise provided in the Supplemental Indenture relating to such Series of Bonds, be used by the Trustee to redeem Bonds of such Series on the earliest date on which such Bonds are permitted to be called

without payment of premium by the terms hereof (including extraordinary mandatory redemption) and of the Supplemental Indenture relating to such Series of Bonds. Such redemption shall be made pursuant to the provisions of Article III hereof. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption. Moneys other than from Prepayments shall be held and applied in a Series Redemption Account as provided in Section 506(a) hereof.
Payment to the District. When no Bonds of a Series remain Outstanding, and after all expenses and charges herein and in the related Supplemental Indenture required to be paid have been paid as certified to the Trustee in writing by an Authorized Officer, and after all amounts due and owing to the Trustee have been paid in full, the Trustee shall pay any balance in the Accounts for such Series of Bonds to the District upon the written direction of an Authorized Officer, free and clear of any lien and pledge created by this Master Indenture; provided, however, that if an Event of Default has occurred and is continuing in the payment of the principal or Maturity Amount of, or interest or premium on the Bonds of any other Series, the Trustee shall pay over and apply any such excess pro rata (based upon the ratio of the aggregate principal amount of such Series of Bonds to the aggregate principal amount of all Series of Bonds then Outstanding and for which such an Event of Default has occurred and is continuing) to each other Series of Bonds for which such an Event of Default has occurred and is continuing.
Section 506.	Optional Redemption.
Excess Amounts in Series Redemption Account. The Trustee shall, but only at the written direction of an Authorized Officer on or prior to the forty-fifth (45th) day preceding the date of redemption, call for redemption on each Interest Payment Date on which Bonds are subject to optional redemption, from moneys on deposit in a Series Redemption Account such amount of Authorized Denominations of Bonds of such Series then subject to optional redemption as, with the redemption premium, if any, will exhaust such amount as nearly as may be practicable. Such redemption shall be made pursuant to the provisions of Article III hereof. The District shall pay all expenses incurred by the Trustee and Paying Agent in connection with such redemption.
Purchase of Bonds of a Series. The District may purchase Bonds of a Series then Outstanding at any time, whether or not such Bonds shall then be subject to redemption, at the most advantageous price obtainable with reasonable diligence, having regard to maturity, option to redeem, rate and price, such price not to exceed the principal of such Bonds plus the amount of the premium, if any, which would be payable on the next redemption date to the Owners of such Bonds under the provisions of this Master Indenture and the Supplemental Indenture pursuant to which such Series of Bonds was issued if such Bonds were called for

redemption on such date. Before making each such purchase, the District shall file with the Trustee a statement in writing directing the Trustee to pay the purchase price of the Bonds of such Series so purchased upon their delivery and cancellation, which statement shall set forth a description of such Bonds, the purchase price to be paid therefor, the name of the seller, and the place of delivery of the Bonds. The Trustee shall pay the interest accrued on such Bonds to the date of delivery thereof from the related Series Interest Account and the principal portion of the purchase price of Serial Bonds from the related Series Principal Account, but no such purchase shall be made after the Record Date in any Bond Year in which Bonds have been called for redemption. To the extent that insufficient moneys are on deposit in a related Series Interest Account to pay the accrued interest portion of the purchase price of any Bonds or in a related Series Principal Account to pay the principal amount of the purchase price of any Serial Bond, the Trustee shall transfer into such Accounts from the related Series Revenue Account sufficient moneys to pay such respective amounts. In the event that there are insufficient moneys on deposit in the related Series Sinking Fund Account with which to pay the principal portion of the purchase price of any Term Bonds, the Trustee may, at the written direction of the District, transfer moneys into such related Series Sinking Fund Account from the related Series Revenue Account to pay the principal amount of such purchase price, but only in an amount no greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year calculated after giving effect to any other purchases of Term Bonds during such Bond Year. The Trustee may pay the principal portion of the purchase price of Bonds from the related Series Redemption Account, but only upon delivery of written instructions from an Authorized Officer of the District to the Trustee accompanied by a certificate of an Authorized Officer: (A) stating that sufficient moneys are on deposit in the Series Redemption Account to pay the purchase price of such Bonds; (B) setting forth the amounts and maturities of Bonds of such Series which are to be redeemed from such amounts; and (C) containing cash flows which demonstrate that, after giving effect to the purchase of Bonds in the amounts and maturities set forth in clause (B) above, the Pledged Revenues to be received by the District in the current and each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. The Trustee may pay the principal portion of the purchase price of any Term Bonds from the related Series Sinking Fund Account, but only Term Bonds of a maturity having Amortization Installments in the current Bond Year and in the principal amount no greater than the Amortization Installment related to such Series of Bonds coming due in the current Bond Year (calculated after giving effect to any other purchases of Term Bonds during such Bond Year). The Trustee may pay the principal portion of the purchase price of Term Bonds having maturities different from or in amounts greater than set forth in the preceding sentence from amounts on deposit in the related Series Sinking Fund Account and the Trustee may transfer moneys from the related Series Revenue Account to the related Series Sinking Fund Account for such purpose, but only upon

delivery of written instructions from an Authorized Officer to the Trustee accompanied by a certificate of an Authorized Officer: (X) stating that sufficient moneys are on deposit in the Series Sinking Fund Account, after giving effect to any transfers from the related Series Revenue Account, to pay the principal portion of the purchase price of such Term Bonds; (Y) setting forth the amounts and maturities of Term Bonds of such Series which are to be redeemed from such amounts and the Amortization Installments against which the principal amount of such purchases are to be credited; and (Z) containing cash flows which demonstrate that, after giving effect to the purchase of Term Bonds in the amounts and having the maturities and with the credits against Amortization Installments set forth in clause (Y) above and any transfers from the related Series Revenue Account, the Pledged Revenues to be received by the District in the current and in each succeeding Bond Year will be sufficient to pay the principal, Maturity Amount and Amortization Installments of and interest on all Bonds of such Series. If any Bonds are purchased pursuant to this subsection (b), the principal amount of the Bonds so purchased shall be credited as follows:
if the Bonds are to be purchased from amounts on deposit in the Series Prepayment Subaccount of a Series Redemption Account, against the principal coming due or Amortization Installments set forth in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or
if the Bonds are Term Bonds of a Series, against the Amortization Installments for Bonds of such Series first coming due in the current Bond Year or, if such Term Bonds so purchased are to be credited against Amortization Installments coming due in any succeeding Bond Year, against the Amortization Installments on Term Bonds of such Series maturing on the same date and designated in the certificate of the Authorized Officer accompanying the direction of the District to effect such purchase; or
against the principal or Maturity Amount of Serial Bonds coming due on the maturity date of such Serial Bonds.
Section 507.	Rebate Fund.
Creation. There is created and established by Section 502 hereof a Rebate Fund, and within the Rebate Fund a Series Rebate Account for each Series of Tax-Exempt Bonds. Moneys deposited and held in the Rebate Fund shall not be subject to the pledge of this Master Indenture.
Payment to United States. The Trustee shall pay to the District, upon written request of the District, the Rebate Amount required to be paid to the United States at the times, in the manner and as calculated in accordance with the

Supplemental Indenture related to a Series of Tax-Exempt Bonds. The Trustee shall have no responsibility for computation of the Rebate Amount and instead the District shall cause the Rebate Amount to be calculated by the Rebate Analyst and shall cause the Rebate Analyst to deliver such computation to the Trustee as provided in the Supplemental Indenture related to a Series of Tax-Exempt Bonds but before the date of any required payment of the Rebate Amount to the Internal Revenue Service. The fees of, and expenses incurred by, the Rebate Analyst in computing the Rebate Amount shall be paid by the District, which amount shall be treated as administrative and operating expenses of the District payable or reimbursable from the Series Revenue Account in accordance with Section 505(b) hereof.
Deficiencies. If the Trustee does not have on deposit in the Series Rebate Account sufficient amounts to make the payments required by this Section 507, the District shall pay, from any legally available source, the amount of any such deficiency to the United States as provided in paragraph (b) above. The Trustee shall have no duty to pay such deficiency from its own funds.
Survival. The covenants and agreements of the District in this Section 507 and Section 809, and any additional covenants related to compliance with provisions necessary in order to preserve the exclusion of interest on the Tax- Exempt Bonds of a Series from gross income for federal income tax purposes shall survive the defeasance of the Bonds of such Series in accordance with Article XII hereof.
Section 508. Investment of Funds and Accounts. Unless otherwise provided in the Supplemental Indenture authorizing the issuance of a Series of Bonds, moneys held for the credit of the Accounts for such Series of Bonds shall be invested as hereinafter in this Section 508 provided.
Series Acquisition and Construction Account, Series Revenue Account and Series Debt Service Account. Moneys held for the credit of a Series Acquisition and Construction Account, a Series Revenue Account, and a Series Debt Service Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer, which Investment Obligations shall mature, or shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates, as estimated by an Authorized Officer, when moneys held for the credit of each such Account will be required for the purposes intended.
Series Reserve Account. Moneys held for the credit of a Series Reserve Account shall be continuously invested and reinvested by the Trustee in Investment Obligations as directed in writing by an Authorized Officer.

Investment Obligations as a Part of Funds and Accounts. Investment Obligations purchased as an investment of moneys in any Fund or Account shall be deemed at all times to be a part of such Fund or Account, and the interest accruing thereon and profit realized from such investment shall be credited as provided in Section 510 hereof. Any loss resulting from such investment shall be charged to such Fund or Account. The foregoing notwithstanding, for purposes of investment and to the extent permitted by law, amounts on deposit in any Fund or Account may be commingled for purposes of investment, provided adequate care is taken to account for such amounts in accordance with the prior sentence. The Trustee may, upon the written direction of an Authorized Officer, transfer investments within such Funds or Accounts without being required to sell such investments. The Trustee shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary so to do in order to provide moneys to meet any payment or transfer from any such Fund or Account. The Trustee shall not be liable or responsible for any loss resulting from any such investment or for failure to make an investment (except failure to make an investment in accordance with the written direction of an Authorized Officer) or for failure to achieve the maximum possible earnings on investments. The Trustee shall have no obligation to invest funds without written direction from an Authorized Officer.
Valuation. In computing the value of the assets of any Fund or Account, investments and earnings thereon shall be deemed a part thereof. The Trustee shall value the assets in each of the Funds and Accounts established hereunder as of September 30 of each Fiscal Year, and as soon as practicable after each such valuation date (but no later than ten (10) days after each such valuation date) shall provide the District a report of the status of each Fund and Account as of the valuation date. For the purpose of determining the amount on deposit to the credit of any Fund or Account established hereunder, with the exception of a Series Reserve Account, obligations in which money in such Fund or Account shall have been invested shall be valued at the market value or the amortized cost thereof, whichever is lower, or at the Redemption Price thereof, to the extent that any such obligation is then redeemable at the option of the holder. For the purpose of determining the amount on deposit to the credit of a Series Reserve Account, obligations in which money in such Account shall have been invested shall be valued at par, if purchased at par, or at amortized cost, if purchased at other than par, plus, in each case, accrued interest. Amortized cost, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (i) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (ii) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price.

Section 509.  Deficiencies and Surpluses in Funds and Accounts. For purposes of this Section 509, (a) a "deficiency" shall mean, in the case of a Series Reserve Account, that the amount on deposit therein is less than the Series Reserve Account Requirement (but only after the Bond Year in which the amount on deposit therein first equals the Series Reserve Account Requirement), and (b) a "surplus" shall mean in the case of a Series Reserve Account, that the amount on deposit therein is in excess of the Series Reserve Account Requirement.
At the time of any withdrawal from a Series Reserve Account that results in a deficiency therein, the Trustee shall promptly notify the District of the amount of any such deficiency and the Trustee shall withdraw the amount of such deficiency from the related Series Revenue Account and, if amounts on deposit therein are insufficient therefor, the District shall pay the amount of such deficiency to the Trustee, for deposit in such Series Reserve Account, from the first legally available sources of the District.
The Trustee, as of the close of business on the last Business Day in each Bond Year, after taking into account all payments and transfers made as of such date, shall compute, in the manner set forth in Section 508(d), the value of the Series Reserve Account and shall promptly notify the District of the amount of any deficiency or surplus as of such date in such Series Reserve Account. The District shall immediately pay the amount of any deficiency to the Trustee, for deposit in the Series Reserve Account, from any legally available sources of the District. The Trustee, as soon as practicable after such computation, shall deposit any surplus, at the direction of an Authorized Officer, to the credit of the Series Revenue Account, or as otherwise provided in the related Supplemental Indenture.
Section 510. Investment Income. Unless otherwise provided in a Supplemental Indenture, earnings on Investments in a Series Acquisition and Construction Account, a Series Interest Account, a Series Capitalized Interest Account and a Series Revenue Account shall be retained, as realized, to the credit of such Account and used for the purpose of such Account. Unless otherwise provided in a Supplemental Indenture, earnings on investments in the Funds and Accounts other than a Series Reserve Account and other than as set forth above shall be deposited, as realized, to the credit of such Series Revenue Account and used for the purpose of such Account.
Earnings on investments in a Series Reserve Account shall, unless otherwise provided in a Supplemental Indenture, be disposed of as follows:
if there was no deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in the Series Reserve Account were valued by the Trustee, and if no withdrawals have been made from the Series Reserve Account since such date, then earnings on

investments in the Series Reserve Account shall be deposited to the Series Revenue Account; or
if there was a deficiency (as defined in Section 509 above) in the Series Reserve Account as of the most recent date on which amounts on deposit in the Series Reserve Account were valued by the Trustee, or if after such date withdrawals have been made from the Series Reserve Account and have created such a deficiency, then earnings on investments in the Series Reserve Account shall be retained in the Series Reserve Account until the amount on deposit therein equals the Series Reserve Account Requirement and thereafter shall be deposited to the Series Revenue Account.
Section 511. Cancellation of Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be canceled upon the payment, redemption or purchase of such Bonds. All Bonds canceled under any of the provisions of this Master Indenture shall be destroyed by the Paying Agent, which shall upon request of the District execute a certificate in duplicate describing the Bonds so destroyed. One executed certificate shall be filed with the Trustee and the other executed certificate shall be retained by the Paying Agent.

ARTICLE VI CONCERNING THE TRUSTEE
Section 601. Acceptance of Trust. The Trustee accepts and agrees to execute the trusts hereby created, but only upon the additional terms set forth in this Article VI, to all of which the parties hereto and the Owners agree. The Trustee shall have only those duties expressly set forth herein, and no duties shall be implied against the Trustee.
Section 602. No Responsibility for Recitals. The recitals, statements and representations in this Master Indenture, in any Supplemental Indenture or in the Bonds, save only the Trustee's authentication certificate, if any, upon the Bonds, have been made by the District and not by the Trustee, and the Trustee shall be under no responsibility for the correctness thereof.
Section 603. Trustee May Act Through Agents; Answerable Only for Willful Misconduct or Gross Negligence. The Trustee may execute any powers hereunder and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to advice of counsel concerning all questions hereunder, and the Trustee shall not be answerable for the default or misconduct of any attorney, agent or employee selected by it with reasonable care. In performance of its duties hereunder, the Trustee may rely on the advice of counsel and shall not be held liable for actions taken in reliance on the advice of counsel. The Trustee shall not be answerable for the exercise of any discretion or power under this Master Indenture or any Supplemental Indenture nor for anything whatsoever in

connection with the trust hereunder, except only its own gross negligence or willful misconduct.
Section 604. Compensation and Indemnity. The District shall pay the Trustee reasonable compensation for its services hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, and to the extent permitted under State law, and without waiving any of the privileges and immunities afforded to the District under State law, shall indemnify the Trustee and hold the Trustee harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder except with respect to its own negligence or misconduct. The Trustee shall have no duty in connection with its responsibilities hereunder to advance its own funds nor shall the Trustee have any duty to take any action hereunder without first having received indemnification satisfactory to it. If the District defaults in respect of the foregoing obligations, the Trustee may deduct the amount owing to it from any moneys received or held by the Trustee under this Master Indenture or any Supplemental Indenture other than moneys from a Credit Facility or Liquidity Facility. This Section 604 shall survive termination of this Master Indenture and any Supplemental Indenture, and as to any Trustee, its resignation or removal thereof. As security for the foregoing, the District hereby grants to the Trustee a security interest in and to the amounts on deposit in all Series Funds and Accounts (other than the Rebate Fund) thereby, in effect, granting the Trustee a first charge against these moneys following an Event of Default for its fees and expenses (including legal counsel and default administration costs and expenses), subordinate and inferior to the security interest granted to the Owners of the Bonds from time to time secured thereby, but nevertheless payable in the order of priority as set forth in Section 905(a) upon the occurrence of an Event of Default.
Section 605.  No Duty to Renew Insurance. The Trustee shall be under no duty to effect or to renew any insurance policy nor shall it incur any liability for the failure of the District to require or effect or renew insurance or to report or file claims of loss thereunder.
Section 606. Notice of Default; Right to Investigate. The Trustee shall give written notice, as soon as practicable, by first-class mail to registered Owners of Bonds of all defaults of which the Trustee has actual knowledge, unless such defaults have been remedied (the term "defaults" for purposes of this Section 606 and Section 607 being defined to include the events specified as "Events of Default" in Section 902 hereof, but not including any notice or periods of grace provided for therein) or if the Trustee, based upon the advice of counsel upon which the Trustee is entitled to rely, determines that the giving of such notice is not in the best interests of the Owners of the Bonds. The Trustee will be deemed to have actual knowledge of any payment default under this Master Indenture or under any Supplemental Indenture and after receipt of written notice thereof by a Credit

Facility issuer or Liquidity Facility issuer of a default under its respective reimbursement agreement, but shall not be deemed to have actual knowledge of any other default unless notified in writing of such default by the Owners of at least twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding and affected by such default. The Trustee may, however, at any time require of the District full information as to the performance of any covenant hereunder; and if information satisfactory to it is not forthcoming, the Trustee may make or cause to be made, at the expense of the District, an investigation into the affairs of the District.
Section 607. Obligation to Act on Default. Before taking any action under this Master Indenture or any Supplemental Indenture in respect of an Event of Default, or any action that would require the Trustee to expend its own funds, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability resulting from its own gross negligence or willful misconduct in connection with any such action.
Section 608. Reliance by Trustee. The Trustee may act on any requisition, resolution, notice, telegram, request, consent, waiver, opinion, certificate, statement, affidavit, voucher, bond, or other paper or document or telephone message which it in good faith believes to be genuine and to have been passed, signed or given by the proper persons or to have been prepared and furnished pursuant to any of the provisions of this Master Indenture or any Supplemental Indenture, and the Trustee shall be under no duty to make any investigation as to any statement contained in any such instrument, but may accept the same as conclusive evidence of the accuracy of such statement.
Section 609.  Trustee May Deal in Bonds. The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds and may join in any action which any Owners may be entitled to take with like effect as if the Trustee were not a party to this Master Indenture or any Supplemental Indenture. The Trustee may also engage in or be interested in any financial or other transaction with the District.
Section 610. Construction of Ambiguous Provision. The Trustee may construe any ambiguous or inconsistent provisions of this Master Indenture or any Supplemental Indenture and any construction by the Trustee shall be binding upon the Owners. The Trustee shall give prompt written notice to the District of any intention to make such construal.
Section 611. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Master Indenture by written resignation filed with the Secretary of the District not less than sixty (60) days before the date when such resignation is to take effect; provided that notice of such resignation

shall be sent by first-class mail to each Owner as its name and address appears on the Bond Register and to any Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer, at least sixty (60) days before the resignation is to take effect. Such resignation shall take effect on the day specified in the Trustee's notice of resignation unless a successor Trustee is previously appointed, in which event the resignation shall take effect immediately on the appointment of such successor; provided, however, that notwithstanding the foregoing such resignation shall not take effect until a successor Trustee has been appointed. If a successor Trustee has not been appointed within sixty (60) days after the Trustee has given its notice of resignation, the Trustee may petition any court of competent jurisdiction for the appointment of a temporary successor Trustee to serve as Trustee until a successor Trustee has been duly appointed.
Section 612. Removal of Trustee. Any Trustee hereunder may be removed at any time without cause by an instrument appointing a successor to the Trustee so removed, upon application of the District; provided, however, that if an Event of Default has occurred hereunder and is continuing with respect to a Series of Bonds, then the Trustee hereunder may be removed only by an instrument appointing a successor to the Trustee so removed executed by the Majority Owners of the Series of Bonds as to which such Event of Default exists and filed with the Trustee and the District.
The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provision of this Master Indenture or any Supplemental Indenture with respect to the duties and obligations of the Trustee, by any court of competent jurisdiction upon the application of the District; provided that no Event of Default has occurred hereunder and is continuing, or upon the application of the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding.
Section 613. Appointment of Successor Trustee. If the Trustee or any successor Trustee resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and the District shall appoint a successor and shall mail notice of such appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first- class mail to each Owner as its name and address appears on the Bond Register, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer; provided, however, that the District shall not appoint a successor Trustee if an Event of Default has occurred and is continuing, unless the District shall have received the prior written consent, which consent shall not be unreasonably withheld, of any Credit Facility issuer and any Liquidity Facility issuer, to the appointment of such successor Trustee. If an Event of Default has occurred hereunder and is continuing and the Trustee or any successor Trustee

resigns or is removed or dissolved, or if its property or business is taken under the control of any state or federal court or administrative body, a vacancy shall forthwith exist in the office of the Trustee, and a successor may be appointed by any court of competent jurisdiction upon the application of the Owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds then Outstanding and such successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first- class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.
Section 614. Qualification of Successor Trustee. A successor Trustee shall be a national bank with trust powers or a bank or trust company with trust powers, having a combined net capital and surplus of at least $50,000,000.
Section 615. Instruments of Succession. Except as provided in Section 616 hereof, any successor Trustee shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed, or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named Trustee herein, except for the predecessor's rights under Section 604 hereof. After withholding from the funds on hand any amounts owed to itself hereunder, the Trustee ceasing to act hereunder shall pay over to the successor Trustee all moneys held by it hereunder; and the Trustee ceasing to act and the District shall execute and deliver an instrument or instruments transferring to the successor Trustee all the estates, properties, rights, powers and trusts hereunder of the Trustee ceasing to act except for the rights granted under Section 604 hereof. The successor Trustee shall mail notice of its appointment, including the name and address of the applicable corporate trust office of the successor Trustee, by first-class mail to each Owner as its name and address appears on the Bond Registrar, and to the Paying Agent, Bond Registrar, any Credit Facility issuer and any Liquidity Facility issuer.
Section 616. Merger of Trustee. Any corporation, entity or purchaser into which any Trustee hereunder may be merged or with which it may be consolidated or into which all or substantially all of its corporate trust assets shall be sold or its operations conveyed, or any corporation, entity or purchaser resulting from any merger, consolidation or sale to which any Trustee hereunder shall be a party, shall be the successor Trustee under this Master Indenture, without the execution or filing of any paper or any further act on the part of the parties thereto, anything herein to the contrary notwithstanding; provided, however, that any such successor corporation, entity or purchaser continuing to act as Trustee hereunder shall meet the requirements of Section 614 hereof, and if such corporation, entity or purchaser does not meet the aforesaid requirements, a successor Trustee shall be appointed pursuant to this Article VI.

44
Page 182

Section 617. Resignation of Paying Agent or Bond Registrar. The Paying Agent or Bond Registrar may resign and be discharged of the duties created by this Master Indenture by executing an instrument in writing resigning such duties and specifying the date when such resignation shall take effect, and filing the same with the District and the Trustee not less than sixty (60) days before the date specified in such instrument when such resignation shall take effect, and by giving written notice of such resignation mailed not less than sixty (60) days prior to such resignation date to each Owner as its name and address appear on the registration books of the District maintained by the Bond Registrar. Such resignation shall take effect on the date specified in such notice, unless a successor Paying Agent or Bond Registrar is previously appointed in which event such resignation shall take effect immediately upon the appointment of such successor Paying Agent or Bond Registrar. If a successor Paying Agent or Bond Registrar shall not have been appointed within a period of sixty (60) days following the giving of notice, then the Trustee may appoint a successor Paying Agent or Bond Registrar as provided in Section 619 hereof.
Section 618. Removal of Paying Agent or Bond Registrar. The Paying Agent or Bond Registrar may be removed at any time without cause prior to any Event of Default by the District by filing with the Paying Agent or Bond Registrar to be removed and the Trustee, an instrument or instruments in writing executed by an Authorized Officer appointing a successor. Such removal shall be effective thirty (30) days after delivery of the instrument (or such longer period as may be set forth in such instrument); provided, however, that no such removal shall be effective until the successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder.
Section 619. Appointment of Successor Paying Agent or Bond Registrar. In case at any time the Paying Agent or Bond Registrar shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, then a vacancy shall forthwith and ipso facto exist in the office of the Paying Agent or Bond Registrar, as the case may be, and a successor shall be appointed by the District; and in case at any time the Paying Agent or Bond Registrar shall resign, then a successor shall be appointed by the District. Upon any such appointment, the District shall give written notice of such appointment to the predecessor Paying Agent or Bond Registrar, the successor Paying Agent or Bond Registrar, the Trustee and all Owners. Any new Paying Agent or Bond Registrar so appointed shall immediately and without further act supersede the predecessor Paying Agent or Bond Registrar.
Section 620. Qualifications of Successor Paying Agent or Bond Registrar. Every successor Paying Agent or Bond Registrar shall (a) be a commercial bank or trust company duly organized under the laws of the United

States or any state or territory thereof, authorized by law to perform all the duties imposed upon it by this Master Indenture, and capable of meeting its obligations hereunder, and (b) have a combined net capital and surplus of at least $50,000,000.
Section 621. Acceptance of Duties by Successor Paying Agent or Bond Registrar. Except as provided in Section 622 hereof, any successor Paying Agent or Bond Registrar appointed hereunder shall execute, acknowledge and deliver to the District an instrument accepting such appointment hereunder, and thereupon such successor Paying Agent or Bond Registrar, without any further act, deed or conveyance, shall become duly vested with all the estates property, rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named Paying Agent or Bond Registrar herein. Upon request of such Paying Agent or Bond Registrar, such predecessor Paying Agent or Bond Registrar and the District shall execute and deliver an instrument transferring to such successor Paying Agent or Bond Registrar all the estates, property, rights and powers hereunder of such predecessor Paying Agent or Bond Registrar and such predecessor Paying Agent or Bond Registrar shall pay over and deliver to the successor Paying Agent or Bond Registrar all moneys and other assets at the time held by it hereunder.
Section 622. Successor by Merger or Consolidation. Any corporation, entity or purchaser into which any Paying Agent or Bond Registrar hereunder may be merged, converted or sold or with which it may be consolidated or into which substantially all of its corporate trust assets shall be sold or otherwise conveyed, or any corporation, entity or purchaser resulting from any merger, consolidation or sale to which any Paying Agent or Bond Registrar hereunder shall be a party, shall be the successor Paying Agent or Bond Registrar under this Master Indenture without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Master Indenture to the contrary notwithstanding.
Section 623. Brokerage Statements. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive individual confirmations of security transactions at no additional cost, as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the District periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.
Section 624. Patriot Act Requirements of the Trustee. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a trust, or other legal entity, the Trustee will ask for documentation to verify such non-individual person'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 VII
FUNDS CONSTITUTE TRUST FUNDS
Section 701. Trust Funds. Subject to the provisions of Section 604 and Section 905(a) hereof, all amounts on deposit in Funds or Accounts for the benefit of a Series of Bonds shall:
be used only for the purposes and in the manner provided herein and in the Supplemental Indenture relating to such Series of Bonds and, pending such application, be held by the Trustee in trust for the benefit of the Owners of such Series of Bonds;
be irrevocably pledged to the payment of such Series of Bonds, except for amounts on deposit in the Series Rebate Account in the Rebate Fund;
be held and accounted for separate and apart from all other Funds and Accounts, including Accounts of other Series of Bonds, and other funds and accounts of the Trustee and the District;
until applied for the purposes provided herein, be subject to a first lien in favor of the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, which lien is hereby created, prior and superior to all other liens now existing or hereafter created, and, to a second lien in favor of the Trustee, as security for the reasonable compensation for the services of the Trustee hereunder, and also all its reasonable expenses and disbursements, including the reasonable fees and expenses of Trustee's counsel, subordinate and inferior to the security interest granted to the Owners of such Series of Bonds and any parity obligations to issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds, but nevertheless payable in the order of priority as set forth in Section 905(a) or Section 905(b) hereof upon the occurrence of an Event of Default; and
shall not be subject to lien or attachment by any creditor of the Trustee or any creditor of the District or any other Series of Bonds other than the Owners of such Series of Bonds and the issuers of Credit Facilities or Liquidity Facilities with respect to such Series of Bonds.

ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
Section 801. Payment of Bonds. The District shall duly and punctually pay or cause to be paid, but only from the Series Trust Estate with respect to each

Series of Bonds, Debt Service on the dates, at the places, and in the amounts stated herein, in any Supplemental Indenture, and in the Bonds of such Series.
Section 802. Extension of Payment of Bonds. Except as provided in Section 901 hereof, the District shall not directly or indirectly extend the time for payment of the interest on any Bonds. The time for payment of Bonds of any Series shall be the time prescribed in the Supplemental Indenture relating to such Series of Bonds.
Section 803.  Further Assurance. At any and all times the District shall, so far as it may be authorized by law, pass, make, do, execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assignments, transfers and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning and confirming all and singular the rights, moneys, securities and funds hereby pledged or assigned, or intended so to be, or which the District may become bound to pledge or assign after the date of execution of this Master Indenture.
Section 804. Power to Issue Bonds and Create a Lien. The District hereby represents to the Trustee and to the Owners that it is and will be duly authorized under all applicable laws to issue the Bonds of each Series, to execute this Master Indenture, to adopt Supplemental Indentures, and to pledge its moneys, securities and funds in the manner and to the extent provided herein. Except as provided herein, the District hereby represents that such moneys, securities and funds of the District are and will be free and clear of any pledge, lien, charge or encumbrance thereon and all action on the part of the District to that end has been and will be duly and validly taken. The Bonds of each Series, this Master Indenture and any Supplemental Indenture are and will be the valid and legally enforceable obligations of the District, enforceable in accordance with their terms except to the extent that enforcement thereof may be subject to bankruptcy and other similar laws affecting creditors' rights generally. The District shall at all times, to the extent permitted by law, defend, preserve and protect the pledge and lien created by this Master Indenture and all the rights of the Owners hereunder against all claims and demands of all other persons whomsoever.
Section 805. Power to Undertake Series Projects and to Collect Pledged Revenues. The District has or will have upon the date of issuance of each Series of Bonds, and will have so long as any Bonds are Outstanding, good right and lawful power: (a) to undertake the Series Projects, or it will take such action on its part required which it deems reasonable in order to obtain licenses, orders, permits or other authorizations, if any, from any agency or regulatory body having lawful jurisdiction which must be obtained in order to undertake such Series Project; and (b) to fix, levy and collect or cause to be collected any and all Pledged Revenues.

Section 806. Sale of Series Projects. The District covenants 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 other than as provided herein. The District may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by the District in connection with a Series Project, or any materials used in connection therewith, if the District shall determine that such articles are no longer needed or are no longer useful in connection with the acquisition, construction, operation or maintenance of a Series Project, and the proceeds thereof may be applied to the replacement of the properties so sold or disposed of and, if not so applied, shall be deposited to the credit of the related Series Acquisition and Construction Account or, after the Date of Completion of the Series Project, shall be applied as provided in the corresponding Supplemental Indenture. The District may from time to time sell or lease such other property forming part of a Series Project which it may determine is not needed or serves no useful purpose in connection with the maintenance and operation of such Series Project, if the Consulting Engineer shall in writing approve such sale or lease, and the proceeds of any such sale shall be disposed of as hereinabove provided for the proceeds of the sale or disposal of movable property. The proceeds of any lease as described above shall be applied as provided in the corresponding Supplemental Indenture.
Notwithstanding the foregoing, the District may: (a) dispose of all or any part of a Series Project, other than a Series Project the revenues to be derived from the operation of which are pledged to a Series of Bonds, by gift or dedication thereof to any unit of local government, or to the State or any agency or instrumentality of either of the foregoing or the United States Government; and/or (b) impose, declare or grant title to or interests in the Series Project or a portion or portions thereof in order to create ingress and egress rights and public and private utility easements as the District may deem necessary or desirable for the development, use and occupancy of the property within the District; and/or (c) impose or declare covenants, conditions and restrictions pertaining to the use, occupancy and operation of the Series Projects.
Section 807. Completion and Maintenance of Series Projects. The District shall complete the acquisition and construction of a Series Project with all practical dispatch and in a sound and economical manner. So long as any Series Project is owned by the District, the District shall maintain, preserve and keep the same or cause the same to be maintained, preserved and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or cause to be made, all necessary and proper repairs, replacements and renewals so that at all times the operation thereof may be properly and advantageously conducted.

Section 808.	Accounts and Reports.
Annual Report. The District shall, within thirty (30) days of receipt and approval by the District, so long as any Bonds are Outstanding, deliver to each Requesting Owner (hereinafter defined), and otherwise as provided by law, a copy of its annual audit for such year, accompanied by an Accountant's Certificate, including (i) statements in reasonable detail of its financial condition as of the end of such Fiscal Year and income and expenses for such Fiscal Year, and (ii) statements of all receipts and disbursements of the Pledged Revenues of each Series of Bonds (unless the Pledged Revenues of such Series are remitted directly to the Trustee). The Trustee shall, within ninety (90) days after the close of each Fiscal Year so long as any Bonds are Outstanding, file with the District a summary with respect to each Fund and Account of the deposits thereto and disbursements therefrom during such Fiscal Year and the amounts held therein at the end of such Fiscal Year, or at the option of the Trustee, such summary can be made on a monthly basis. For purposes of the foregoing, the term "Requesting Owner" shall mean the Owner (or Beneficial Owner in the case of Bonds held in book-entry form) of more than $1,000,000 aggregate principal amount of any Series of Bonds who requests such information in writing to the District.
No Default Certificate. The District shall file with the Trustee, so long as any Bonds are Outstanding, a certificate of an Authorized Officer upon the occurrence of an Event of Default as described in Section 902(h) hereof, such certificate to contain a description of the nature of such Event of Default and actions taken or to be taken to remedy such Event of Default.
Inspection. The reports, statements and other documents required to be furnished by the District to the Trustee and by the Trustee to the District pursuant to any provisions hereof shall be available for inspection by any Owner at the designated office of the District upon the giving of at least five (5) days advance written notice to the District or the Trustee, as the case may be.
Reports Pursuant to Uniform Special District Accountability Act of 1989. The District covenants and agrees that it will comply with the provisions of Chapter 189.01 et seq., Florida Statutes, the Uniform Special District Accountability Act of 1989, to the extent applicable to the District, including any reporting requirements contained therein which are applicable to the District. The District may contract with a service provider selected by the District to ensure such compliance.
Section 809. Arbitrage and Other Tax Covenants. The District hereby covenants that it will not take any action, and will not fail to take any action, which action or failure would cause any Tax-Exempt Bonds to become "arbitrage bonds" as defined in Section 148 of the Code. The District further covenants that it will take all such actions after delivery of any Tax-Exempt Bonds as may be required in order

for interest on such Tax-Exempt Bonds to remain excludable from gross income (as defined in Section 61 of the Code) of the Owners. Without limiting the generality of the foregoing, the District hereby covenants that it will to the extent not remitted by the Trustee from funds held in the Rebate Account, remit to the United States the Rebate Amount at the time and place required by this Master Indenture, any Supplemental Indenture, and the Tax Regulatory Covenants.
Section 810. Enforcement of Payment of Assessments. The District will assess, levy, collect or cause to be collected and enforce the payment of Assessments and/or any other sources which constitute Pledged Revenues for the payment of any Series of Bonds in the manner prescribed by this Master Indenture, any Supplemental Indenture and all resolutions, ordinances or laws thereunto appertaining at times and in amounts as shall be necessary in order to pay, when due, the principal of and interest on the Series of Bonds to which such Pledged Revenues are pledged, and to pay or cause to be paid the proceeds of such Assessments and/or any other sources as received to the Trustee in accordance with the provisions hereof.
Section 811. Method of Collection of Assessments. The District shall levy and collect Assessments in accordance with applicable State law.
Section 812.  Delinquent Assessments. If the owner of any lot or parcel of land shall be delinquent in the payment of any Assessment pledged to a Series of Bonds, then such Assessment shall be enforced in accordance with the provisions of Chapters 170 and/or 197, Florida Statutes, including but not limited to the sale of tax certificates and tax deeds as regards such Delinquent Assessment. In the event the provisions of Chapter 197, Florida Statutes, are inapplicable or unavailable, or in the event that an Assessment was directly collected by the District, as permitted by a Supplemental Indenture, then upon the delinquency of any such Assessment, the District either on its own behalf, or through the actions of the Trustee may, and shall, if so directed in writing by the Majority Owners of the Bonds of such Series then Outstanding, declare the entire unpaid balance of such Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapters 170 and 173, Florida Statutes, or otherwise as provided by law. The District further covenants to furnish, at its expense, to any Owner of Bonds of the related Series so requesting, sixty (60) days after the due date of each annual installment, a list of all Delinquent Assessments together with a copy of the District's annual audit (if available), and a list of foreclosure actions currently in progress and the current status of such Delinquent Assessments.
Section 813.  Deposit of Proceeds from Sale of Tax Certificates. If any tax certificates relating to Delinquent Assessments which are pledged to a Series of Bonds are sold by the Tax Collector pursuant to the provisions of Section

197.432, Florida Statutes, or if any such tax certificates are not sold but are later redeemed, the proceeds of such sale or redemption (to the extent that such proceeds relate to the Delinquent Assessments), less any commission or other charges retained by the Tax Collector, shall, if paid by the Tax Collector to the District, be paid by the District to the Trustee not later than five (5) Business Days following receipt of such proceeds by the District and shall be deposited by the Trustee to the credit of the related Series Revenue Account.
Section 814. Sale of Tax Deed or Foreclosure of Assessment. If any property shall be offered for sale for the nonpayment of any Assessment which is pledged to a Series of Bonds, and no person or persons shall purchase such property for an amount less than or equal to the full amount due on the Assessments (principal, interest, penalties and costs, plus attorneys' fees, if any), the property may then be purchased by the District for an amount equal to the balance due on the 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 of Bonds to which such Assessments were pledged; provided that the Trustee shall have the right, acting at the direction of the Majority Owners of the applicable Series of Bonds secured by such Assessments, but shall not be obligated, to direct the District with respect to any action taken pursuant to this paragraph. The District, either through its own actions, or actions caused to be taken through the Trustee, shall have the power to lease or sell such property, and deposit all of the net proceeds of any such lease or sale into the related Series Revenue Account. Not less than ten (10) days prior to the filing of any foreclosure action as herein provided, the District shall cause written notice thereof to be mailed to any designated agents of the Owners of the related Series of Bonds. Not less than thirty (30) days prior to the proposed sale of any lot or tract of land acquired by foreclosure by the District, it shall give written notice thereof to such representatives. The District, either through its own actions, or actions caused to be taken through the Trustee, agrees that it shall be required to take the measures provided by law for the listing for sale of property acquired by it as trustee for the benefit of the Owners of the related Series of Bonds within sixty (60) days after the receipt of the request therefor signed by the Trustee or the Majority Owners of the Bonds of such Series then Outstanding.
Section 815. Other Obligations Payable from Assessments. The District will not issue or incur any obligations payable from the proceeds of Assessments securing a Series of Bonds nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge upon such Assessments other than the lien of any Subordinate Debt except for fees, commissions, costs, and other charges payable to the Property Appraiser or to the Tax Collector pursuant to State law.

Section 816. Re-Assessments. If any Assessment shall be either in whole or in part annulled, vacated or set aside by the judgment of any court, or the District shall be satisfied that any such Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment when it might have done so, the District shall either: (a) take all necessary steps to cause a new Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (b) in its sole discretion, make up the amount of such Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Assessment shall also be annulled, the District shall obtain and make other Assessments until a valid Assessment shall be made.
Section 817. General. The District shall do and perform, or cause to be done and performed, all acts and things required to be done or performed by or on behalf of the District under law and this Master Indenture, in accordance with the terms of such provisions.
Upon the date of issuance of each Series of Bonds, all conditions, acts and things required by law and this Master Indenture and any Supplemental Indenture to exist, to have happened and to have been performed precedent to and in the issuance of such Series of Bonds shall exist, have happened and have been performed and upon issuance, such Series of Bonds shall be within every debt and other limit prescribed by the laws of the State applicable to the District.
The District shall not enter into any contract or take any action by which the rights of the Trustee or the Owners may be impaired and shall, from time to time, execute and deliver such further instruments and take such further action as may be required to carry out the purposes of this Master Indenture and any Supplemental Indenture. For so long as any Bonds are Outstanding hereunder, unless otherwise provided by the Act, the District shall maintain its corporate existence as a local unit of special purpose government under the Act and shall provide for or otherwise require all Series Projects, and all parts thereof owned by the District to be (a) continuously operated, repaired, improved and maintained as shall be necessary to provide adequate service to the lands benefited thereby, and
(b) in compliance with all valid and applicable laws, acts, rules, regulations, permits, orders, requirements and directions of any competent public authority.
Section 818. Continuing Disclosure. The District covenants and agrees that it will comply with and carry out all of the provisions of any Continuing Disclosure Agreement. Notwithstanding any other provision of this Master Indenture or any Supplemental Indenture, failure of the District or any other obligated person to comply with any Continuing Disclosure Agreement shall not be considered an Event of Default hereunder; however, the Trustee may (and, at the request of any participating underwriter or the Owners of at least twenty-five percent (25%) aggregate principal amount of Bonds of a Series then Outstanding

and receipt of indemnity to its satisfaction, shall) or any Owner or Beneficial Owner of the Bonds of a Series then Outstanding may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the District to comply with its obligations under this Section 818. For purposes of this Section, "Beneficial Owner" means 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.

ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 901.  Extension of Interest Payment. If the time for payment of interest of a Bond of any Series shall be extended, whether or not such extension be by or with the consent of the District, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Master Indenture unless the aggregate principal amount of such Bonds then Outstanding and of all accrued interest the time for payment of which shall not have been extended, shall have previously been paid in full.
Section 902. Events of Default. Each of the following events is hereby declared an Event of Default with respect to a Series of Bonds, but no other Series of Bonds unless otherwise provided in the Supplemental Indenture relating to such Series:
Any payment of Debt Service on such Series of Bonds is not made when due;
The District shall for any reason be rendered incapable of materially fulfilling its obligations hereunder or under the Supplemental Indenture relating to such Series of Bonds;
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 related Series Project;
The District is adjudged insolvent by a court of competent jurisdiction, or is adjudged bankrupt on a petition in bankruptcy filed against the District, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of the District, a receiver or trustee of the District or of the whole or any part of its property and if the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof;

The District shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;
Under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the District's assets or any part thereof, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control;
Any portion of the Assessments pledged to a Series of Bonds shall have become Delinquent Assessments and, as the result thereof, the Indenture provides for the Trustee to withdraw funds in an amount greater than twenty-five percent (25%) of the amount on deposit in a Series Reserve Account to pay Debt Service on the corresponding Series of Bonds (regardless of whether the Trustee does or does not, per the direction of the Majority Owners, actually withdraw such funds from the Series Reserve Account to pay Debt Service on the corresponding Series of Bonds);
The District shall default in the due and punctual performance of any of the material covenants, conditions, agreements and provisions contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds on the part of the District to be performed (other than a default in the payment of Debt Service on the related Series of Bonds when due, which is an Event of Default under subsection (a) above) and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the District by the Trustee or, if the Trustee is unwilling or unable to act, by Owners of not less than ten percent (10%) in aggregate principal amount of the Bonds of such Series then Outstanding and affected by such default; and
More than twenty percent (20%) of the Operation and Maintenance Assessments levied by the District on tax parcels subject to Assessments pledged to a Series of Bonds are not paid by the date such are due and payable.
Section 903. Acceleration of Maturities of Bonds of a Series Under Certain Circumstances. Upon the happening and continuance of any Event of Default specified in clauses (a) through (i) of Section 902 above with respect to a Series of Bonds, the Trustee shall, upon written direction of the Majority Owners of the Bonds of such Series then Outstanding, by a notice in writing to the District, declare the aggregate principal amount of all of the Bonds of such Series then Outstanding (if not then due and payable) to be due and payable immediately and, upon such declaration, the same shall become and be immediately due and payable, anything contained in the Bonds of such Series or in this Master Indenture or in the Supplemental Indenture authorizing such Series of Bonds to the contrary notwithstanding; provided, however, that no such declaration of acceleration shall

occur in the case of Bonds of a Series secured by Assessments, except to the extent that the Assessments have been accelerated and are currently due and payable in accordance with applicable law; and provided further, however, that if at any time after the aggregate principal amount of the Bonds of any Series then Outstanding shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Master Indenture or the related Supplemental Indenture, moneys shall have accumulated in the related Series Revenue Account sufficient to pay the principal of all matured Bonds of such Series and all arrears of interest, if any, upon all Bonds of such Series then Outstanding (except the aggregate principal amount of any Bonds of such Series then Outstanding that is only due because of a declaration under this Section 903, and except for the interest accrued on the Bonds of such Series since the last Interest Payment Date), and all amounts then payable by the District hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Paying Agent, and every other default (other than a default in the payment of the aggregate principal amount of the Bonds of such Series then Outstanding that is due only because of a declaration under this Section
903) shall have been remedied, then the Trustee or, if the Trustee is unable or unwilling to act, the Majority Owners of such Series of Bonds then Outstanding not then due except by virtue of a declaration under this Section 903, may, by written notice to the District, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.
Section 904. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 902 above with respect to a Series of Bonds, the Trustee may protect and enforce the rights of the Owners of the Bonds of such Series under State law, and under this Master Indenture, the related Supplemental Indenture and the Bonds of such Series, by such proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein or in the related Supplemental Indenture granted or for the enforcement of any proper legal or equitable remedy, as the Trustee shall deem most effectual to protect and enforce such rights.
The Majority Owners of the Bonds of such Series then Outstanding shall, subject to the requirements of Section 607, have the right, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings by the Trustee hereunder, provided that such directions shall not be in conflict with any rule of law or this Master Indenture and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unduly prejudicial to the rights of the Owners of such Series of Bonds not parties to such direction or would subject the Trustee to personal liability or expense.  Notwithstanding the

foregoing, the Trustee shall have the right to select and retain legal counsel of its choosing to represent it in any such proceedings. The Trustee may take any other action which is not inconsistent with any direction under this second paragraph of this Section 904.
No Owner of such Series of Bonds shall have any right to pursue any other remedy under this Master Indenture or such Series of Bonds unless: (a) an Event of Default shall have occurred and is continuing; (b) the Majority Owners of the Bonds of such Series then Outstanding have requested the Trustee, in writing, to exercise the powers granted in the first paragraph of this Section 904 or to pursue such remedy in its or their name or names; (c) the Trustee has been offered indemnity satisfactory to it against costs, expenses and liabilities reasonably anticipated to be incurred; (d) the Trustee has declined to comply with such request, or has failed to do so, within sixty (60) days after its receipt of such written request and offer of indemnity; and (e) no direction inconsistent with such request has been given to the Trustee during such sixty (60) day period by the Majority Owners of the Bonds of such Series then Outstanding. The provisions of the immediately preceding sentence of this Section 904 are conditions precedent to the exercise by any Owner of such Series of Bonds of any remedy hereunder. The exercise of such rights is further subject to the provisions of Sections 907, 909, 910, 912 and the second paragraph of this Section 904. No Owner or Owners of such Series of Bonds shall have any right in any manner whatsoever to enforce any right under this Master Indenture, except in the manner herein provided.
The District covenants and agrees that upon the occurrence and continuance of an Event of Default, it will take such actions to enforce the remedial provisions of the Indenture, the provisions for the collection of Delinquent Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, the provisions for the foreclosure of liens of Delinquent Assessments, including delinquent Direct Billed Operation and Maintenance Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the Bonds of a Series. Notwithstanding anything to the contrary herein, and unless otherwise directed by the Majority Owners of the Bonds of a Series and allowed pursuant to federal or State law, the District acknowledges and agrees that (y) upon failure of any property owner to pay an installment of Assessments collected directly by the District when due, that the entire Assessment on the tax parcel as to which such Delinquent Assessment appertains, with interest and penalties thereon, shall immediately become due and payable as provided by applicable law and the District shall promptly, but in any event within 120 days, cause to be brought the necessary legal proceedings for the foreclosure of liens of Delinquent Assessments, including interest and penalties with respect to such tax parcel and (z) 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 905. Pro Rata Application of Funds Among Owners of a Series of Bonds. Anything in this Master Indenture to the contrary notwithstanding, if at any time the moneys in the Series Funds and Accounts shall not be sufficient to pay Debt Service on the related Series of Bonds when due, such moneys together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article IX or otherwise, shall be applied as follows:
Unless the aggregate principal amount of all the Bonds of such Series shall have become due and payable or shall have been declared due and payable pursuant to the provisions of Section 903 hereof, all such moneys shall be applied:
FIRST: to the payment of any then-due fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise paid;
SECOND: to payment to the persons entitled thereto of all installments of interest then due and payable on the Bonds of such Series, in the order in which such installments become due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the rates of interest specified in the Bonds of such Series; and
THIRD: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds of such Series which shall have become due (other than Bonds of such Series called for redemption for the payment of which sufficient moneys are held pursuant to this Master Indenture), in the order of their due dates, with interest upon the Bonds of such Series at the rates specified therein from the dates upon which they become due to their payment date, and, if the amount available shall not be sufficient to pay in full the principal of Bonds of such Series due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the Owners of the Bonds of such Series entitled thereto without any discrimination or preference except as to any difference in the foregoing rates of interest.
If the aggregate principal amount of all the Bonds of a Series shall have become due and payable in accordance with their terms or shall have been declared due and payable pursuant to the provisions of Section 903 hereof, all such moneys shall be applied first to the payment of any fees and expenses of the Trustee, including reasonable counsel fees and expenses, to the extent not otherwise

paid, and then the payment of the whole amount of principal and interest then due and unpaid upon the Bonds of such Series, without preference or priority of principal or of interest or of any installment of interest over any other, or of any Bond over any other Bond of such Series, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds of such Series.
If the principal of all the Bonds of a Series shall have been declared due and payable pursuant to the provisions of Section 903 hereof, and if such declaration shall thereafter have been rescinded and annulled pursuant to the provisions of Section 903 hereof, then, if the aggregate principal amount of all of the Bonds of such Series shall later become due or be declared due and payable pursuant to the provisions of Section 903 hereof, the moneys remaining in and thereafter accruing to the related Series Revenue Fund shall be applied in accordance with subsection (b) above.
The provisions of this Section 905 are in all respects subject to the provisions of Section 901 hereof.
Whenever moneys are to be applied pursuant to this Section 905, such moneys shall be applied by the Trustee at such times as the Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application. The deposit of such moneys with the Paying Agent shall constitute proper application by the Trustee, and the Trustee shall incur no liability whatsoever to any Owner or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies such moneys in accordance with such provisions of this Master Indenture as may be applicable at the time of application. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and shall not be required to make payment to any Owner until such Bond shall be surrendered to him for appropriate endorsement.
Section 906. Effect of Discontinuance of Proceedings. 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.

Section 907. Restriction on Individual Owner Actions. Except as provided in Section 910 below, no Owner of any Bonds of a Series shall have any right in any manner whatsoever to affect, disturb or prejudice the security of this Master Indenture or any Supplemental Indenture, or to enforce any right hereunder or thereunder except in the manner herein or therein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Owners of the Bonds of such Series.
Section 908. No Remedy Exclusive. No remedy conferred upon the Trustee or the Owners is intended to be exclusive of any other remedy herein or in any Supplemental Indenture provided, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder.
Section 909. Delay Not a Waiver. No delay or omission of the Trustee or any Owner to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given to the Trustee and the Owners may be exercised from time to time and as often as may be deemed expedient.
Section 910. Right to Enforce Payment of Bonds. Nothing in this Article IX shall affect or impair the right of any Owner to enforce the payment of Debt Service on the Bond of which such person is the registered Owner, or the obligation of the District to pay Debt Service to the Owner at the time and place specified in such Bond.
Section 911. No Cross Default Among Series. The occurrence of an Event of Default hereunder or under any Supplemental Indenture with respect to any Series of Bonds shall not constitute an Event of Default with respect to any other Series of Bonds, unless the event giving rise to the Event of Default also constitutes an Event of Default hereunder or under the Supplemental Indenture with respect to such other Series of Bonds.
Section 912.  Indemnification. Other than to make proper draws under a Credit Facility, the Trustee shall be under no obligation to institute any suit or to take any remedial proceeding under this Master Indenture or any Supplemental Indenture or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to advance its own money, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. Notwithstanding the foregoing, the indemnification provided by this Section 912 shall not be applicable in cases of the Trustee's gross negligence or willful misconduct.

Section 913.	Provisions Relating to Bankruptcy or Insolvency of Landowner.
The provisions of this Section 913 shall be applicable both before and after the commencement, whether voluntary or involuntary, of any case, proceeding or other action by or against any owner of any tax parcel, or tax parcels which are in the aggregate, subject to at least five percent (5%) of the Assessments pledged to the Bonds of a Series then Outstanding (an "Insolvent Taxpayer") under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or relief of debtors (a "Proceeding").
The District acknowledges and agrees that, although the Bonds of a Series were issued by the District, the Owners of the Bonds of a Series 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 make a reasonable attempt to timely seek to secure the written consent of the Trustee, acting at the direction of the Majority Owners of the Bonds of a Series then Outstanding, prior to making any election, giving any consent, commencing any action or filing any motion, claim, obligation, notice or application or in taking any other action or position in any Proceeding or in any action related to a Proceeding that affects, either directly or indirectly, the Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of such Series then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within sixty (60) days following delivery to the Trustee of a 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 Assessments relating to the Bonds of a Series then Outstanding, the Bonds of such Series then Outstanding or any rights of the Trustee under the Indenture that are inconsistent with any written consent received (or deemed received) from the Trustee;
the District hereby agrees that it shall make a reasonable attempt to timely seek the written consent of the Trustee prior to filing and voting in any such Proceeding (provided, however, the Trustee shall be deemed to have consented, on behalf of the Majority Owners of the Bonds of

such Series then Outstanding, to the proposed action if the District does not receive a written response from the Trustee within sixty (60) days following delivery to the Trustee of a written request for consent);
the Trustee shall have the right, by interpleader or otherwise, to seek or oppose any relief in any such Proceeding that the District, as claimant with respect to the Assessments relating to the Bonds of a Series then Outstanding, would have the right to pursue, and, if the Trustee chooses to exercise any such rights, the District shall not oppose the Trustee in seeking to exercise any and all rights and taking any and all actions available to the District in connection with any Proceeding of any Insolvent Taxpayer, including, without limitation, the right to file and/or prosecute and/or defend any claims and proofs of claims, to vote to accept or reject a plan, to seek dismissal of the Proceeding, to seek stay relief to commence or continue foreclosure or pursue any other available remedies as to the Assessments relating to the Bonds of a Series then Outstanding, to seek substantive consolidation, to seek to shorten the Insolvent Taxpayer's exclusivity periods or to oppose any motion to extend such exclusivity periods, to oppose any motion for use of cash collateral or for authority to obtain financing, to oppose any sale procedures motion or any sale motion, to propose a competing plan of reorganization or liquidation, or to make any election under Section 1111(b) of the Bankruptcy Code; and
the District shall not challenge the validity or amount of any claim submitted in good faith by the Trustee in such Proceeding or any valuations of the lands owned by any Insolvent Taxpayer submitted in good faith by the Trustee in such Proceeding or take any other action in such Proceeding, which is adverse to the Trustee's enforcement of the District's claim and rights with respect to the Assessments relating to the Bonds of a Series then Outstanding or receipt of adequate protection (as that term is defined in the Bankruptcy Code). Without limiting the generality of the foregoing, the District agrees that the Trustee shall have the right to (A) file a proof of claim with respect to the Assessments pledged to the Bonds of a Series then Outstanding, (B) deliver to the District a copy thereof, together with evidence of the filing with the appropriate court or other authority, and
(C) defend any objection filed to said proof of claim.
The District acknowledges and agrees that it shall not be a defense to a breach of the foregoing covenants that it has acted on advice of counsel in not complying with the foregoing covenants.
Nothing in this Section 913 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 a claim for Operation and Maintenance Assessments in such manner as it shall deem appropriate in its sole

and absolute discretion; provided, however, that such claim shall not seek to reduce the amount or receipt of Assessments. 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 Assessments relating to the Bonds of a Series then Outstanding whether such claim is pursued by the District or the Trustee; provided, however, that the District shall not oppose any relief sought by the Trustee under the authority granted to the Trustee in clause (b)(iv) above.

ARTICLE X
EXECUTION OF INSTRUMENTS BY OWNERS AND PROOF OF OWNERSHIP OF BONDS
Section 1001. Execution of Instruments by Owners and Proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Master Indenture or any Supplemental Indenture to be signed or executed by Owners may be in any number of concurrent instruments of similar tenor and may be signed or executed by Owners or their attorneys or legal representatives. Proof of the execution of any such instrument shall be sufficient for any purpose of this Master Indenture and shall be conclusive in favor of the District with regard to any action taken by it under such instrument if verified by any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof.
Nothing contained in this Article X shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Owner of any Bond shall bind every future Owner of the same Bond in respect of anything done by the Trustee or the District in pursuance of such request or consent.
Section 1002. Deposit of Bonds. Notwithstanding the foregoing, neither the District nor the Trustee shall be required to recognize any person as an Owner of any Bond or to take any action at his request unless such Bond shall be deposited with the Trustee.

ARTICLE XI SUPPLEMENTAL INDENTURES
Section 1101. Supplemental  Indentures  Without  Owner  Consent.
The	Governing	Body	from	time	to		time	may	authorize	such	indentures 63
Page 201

supplemental hereto or amendatory hereof as shall not be inconsistent with the terms and provisions hereof (which Supplemental Indenture shall thereafter form a part hereof), without the consent of the Owners, for the following purposes:
to provide for the initial issuance of a Series of Bonds or Refunding Bonds; or
to make any change whatsoever to the terms and provisions of this Master Indenture, but only as such change relates to a Series of Bonds upon the original issuance thereof (or upon the original issuance of Refunding Bonds which defease and discharge the Supplemental Indenture of the Series of Bonds to be refunded) under and pursuant to the terms of the Supplemental Indenture effecting such change; or
to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Master Indenture; or
to grant to the Owners or to the Trustee on behalf of the Owners any additional rights or security that may lawfully be granted; or
to add to the covenants and agreements of the District in this Master Indenture other covenants and agreements thereafter to be observed by the District to the benefit of the Owners of the Bonds then Outstanding; or
to make such changes as may be necessary in order to reflect amendments to the Act or Chapters 170, 197 and 298, Florida Statues, or any other Florida Statutes, so long as, in the opinion of counsel to the District, such changes either: (i) do not have a material adverse effect on the Owners of each Series of Bonds to which such changes relate; or (ii) if such changes do have a material adverse effect, that they nevertheless are required to be made as a result of such amendments; or
to modify the provisions of this Master Indenture or any Supplemental Indenture provided that such modification does not, in the written opinion of Bond Counsel, materially adversely affect the interests of the Owners of Bonds then Outstanding, upon which opinion the Trustee may conclusively rely.
Section 1102. Supplemental Indentures With Owner Consent.
Subject to the provisions contained in this Section 1102, and not otherwise, the Majority Owners of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental hereto or amendatory hereof as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the provisions of this Master Indenture; provided, however,

64
Page 202

that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds then Outstanding and affected by such supplement or amendment,
an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond;
a reduction in the principal, premium, or interest on any Bond;
a preference or priority of any Bond over any other Bond; or
a reduction in the aggregate principal amount of the Bonds required for consent to such Supplemental Indenture.
In addition to the foregoing, the Majority Owners of any Series of Bonds then Outstanding shall have the right, from time to time, anything contained in this Master Indenture or in the Supplemental Indenture relating to such Series of Bonds to the contrary notwithstanding, to consent to and approve the adoption of such indentures supplemental to the Supplemental Indenture relating to such Series of Bonds or amendatory thereof, but not hereof, as shall be deemed desirable by the District for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the provisions of such Supplemental Indenture or of any indenture supplemental thereto; provided, however, that nothing herein contained shall permit, or be construed as permitting, without the consent of all Owners of Bonds of such Series then Outstanding and affected by such amendment,
an extension of the maturity of, or an extension of the Interest Payment Date on, any Bond of such Series;
a reduction in the principal, premium, or interest on any Bond of such Series;
a preference or priority of any Bond of such Series over any other Bond of such Series; or
a reduction in the aggregate principal amount of the Bonds of such Series required for consent to such indenture supplemental to the Supplemental Indenture.
If at any time the District shall determine that it is desirable to approve any Supplemental Indenture pursuant to this Section 1102, the District shall cause the Trustee to mail, at the expense of the District, notice of the proposed approval to the Owners whose approval is required. Such notice shall be prepared by the District and shall briefly set forth the nature of the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture and shall state that copies thereof are on file with the Secretary for inspection by all affected

Owners. The District shall not, however, be subject to any liability to any Owner by reason of its failure to cause the notice required by this Section 1102 to be mailed and any such failure shall not affect the validity of such Supplemental Indenture or indenture supplemental to a Supplemental Indenture when consented to and approved as provided in this Section 1102.
Whenever, at any time within one (1) year after the date of the first mailing of such notice, there shall be delivered to the District an instrument or instruments in writing purporting to be executed by the Owners of the requisite principal amount of the Bonds of such Series then Outstanding, which instrument or instruments shall refer to the proposed Supplemental Indenture or indenture supplemental to a Supplemental Indenture described in such notice and shall specifically consent to and approve the execution thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Governing Body and the Trustee may approve such Supplemental Indenture and cause it to be executed, in substantially such form, without liability or responsibility to any Owner.
Section 1103. Opinion of Bond Counsel With Respect to Supplemental Indenture. In addition to the other requirements herein set forth with respect to Supplemental Indentures or indentures supplemental to a Supplemental Indenture, no such indenture shall be effective unless and until there shall have been delivered to the Trustee, at the expense of the District, an opinion of Bond Counsel to the effect that such indenture is permitted pursuant to this Master Indenture and that such indenture is the valid and binding obligation of the District enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or general equitable principles, upon which opinion the Trustee may conclusively rely. In addition, if such indenture relates to a Series of Tax-Exempt Bonds, such opinion shall also state that such indenture will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the related Series of Bonds.
Section 1104. Supplemental Indenture Part of Indenture. Any Supplemental Indenture executed in accordance with this Article XI and approved as to legality by counsel to the District shall thereafter, except as otherwise provided therein, form a part of this Master Indenture. Except as applicable only to Bonds of a Series, all of the terms and conditions contained in any such Supplemental Indenture amendatory of this Master Indenture shall be part of the terms and conditions hereof. The Trustee is not obligated to execute any amendment that is adverse to the interests of the Trustee.

Section 1105. Insurer or Issuer of a Credit Facility or Liquidity Facility as Owner of Bonds.
As long as a Credit Facility or Liquidity Facility securing all or a portion of the Bonds of a Series then Outstanding is in effect and the issuer thereof is not in default of any of its obligations under such Credit Facility or Liquidity Facility, as the case may be, the issuer of the Credit Facility or Liquidity Facility or the Insurer, to the extent so authorized in the applicable Supplemental Indenture, will be deemed to be the Owner of the Bonds of such Series secured by the Credit Facility or Liquidity Facility:
at all times for the purpose of the execution and delivery of a Supplemental Indenture or of any amendment, change or modification of the Master Indenture or the applicable Supplemental Indenture or the initiation by Owners of any action to be undertaken by the Trustee at the Owner's request, which under the Master Indenture or the applicable Supplemental Indenture requires the written approval or consent of or can be initiated by the Majority Owners of the Bonds of such Series then Outstanding;
at all times for the purpose of the mailing of any notice to Owners under the Master Indenture or the applicable Supplemental Indenture; and
following an Event of Default for all other purposes.
Notwithstanding the foregoing, neither an Insurer nor the issuer of a Credit Facility or Liquidity Facility with respect to a Series of Bonds will be deemed to be an Owner of the Bonds of such Series with respect to any such Supplemental Indenture or of any amendment, change or modification of the Master Indenture which would have the effect of permitting:
a change in the terms of redemption or maturity of any Bonds of a Series then Outstanding or of any installment of interest thereon; or
a reduction in the principal amount or the Redemption Price thereof or in rate of interest thereon; or
reducing the percentage or otherwise affecting the classes of Bonds the consent of the Owners of which is required to effect any such modification or amendment; or
creating any preference or priority of any Bond of a Series over any other Bond of such Series.

ARTICLE XII DEFEASANCE
Section 1201. Defeasance and Discharge of the Lien of this Master Indenture and Supplemental Indentures.
If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Bonds, the principal or Redemption Price, if applicable, and interest due or to become due thereon and the obligations under any Letter of Credit Agreement and any Liquidity Agreement, at the times and in the manner stipulated therein and in this Master Indenture and pays or causes to be paid all other moneys owing hereunder and under any Supplemental Indenture (including, without limitation the fees and expenses of the Trustee, including reasonable counsel fees and expenses), then the lien of this Master Indenture and all covenants, agreements and other obligations of the District to the Owners and the issuer of any Credit Facility or Liquidity Facility shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee upon the request of the District shall execute and deliver to the District all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee and the Paying Agent shall pay over or deliver, as directed by the District, all moneys or securities held by them pursuant to this Master Indenture which are not required for the payment of principal or Redemption Price, if applicable, on Bonds not theretofore surrendered for such payment or redemption or for payment of obligations under any Letter of Credit Agreement and any Liquidity Agreement. If the District pays or causes to be paid, or there shall otherwise be paid, to the Owners of all Bonds then Outstanding or of a particular maturity, of a particular Series or of any part of a particular maturity or Series, the principal or Redemption Price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Master Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Master Indenture, and all covenants, agreements and obligations of the District to the Owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Anything to the contrary in this Section 1201 notwithstanding, this Master Indenture shall not be discharged nor shall any Bonds with respect to which moneys or Federal Securities have been deposited in accordance with the provisions of this Section 1201 cease to be entitled to the lien, benefit or security under this Master Indenture, except to the extent that the lien, benefit and security of this Master Indenture and the obligations of the District hereunder shall be limited solely to and such Bonds shall be secured solely by and be payable solely from the moneys or Federal Securities so deposited.
Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Trustee (through deposit pursuant to this Master Indenture of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have

been paid within the meaning and with the effect expressed in this Section 1201. All Bonds of any particular maturity or Series then Outstanding shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 1201 if:
in case any of such Bonds are to be redeemed on any date prior to their maturity, the District shall have given to the Trustee or the Bond Registrar irrevocable instructions accepted in writing by the Trustee or the Bond Registrar to mail as provided in Article III hereof notice of redemption of such Bonds on such date;
there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Federal Securities, the principal of and the interest on which when due shall, as demonstrated in an Accountant's Certificate, provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or Redemption Price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be;
the District shall have given the Trustee or the Bond Registrar in form satisfactory to it irrevocable instructions to mail, postage prepaid, to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice to the registered Owners of such Bonds and to the Bond Registrar that the deposit required by (ii) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this Section 1201 and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal or Redemption Price, if applicable, on such Bonds; and
an opinion of Bond Counsel to the effect that such defeasance is permitted under this Master Indenture and the Supplemental Indenture relating to the Series of Bonds so defeased and that, in the case of Tax- Exempt Bonds, such defeasance will not adversely affect the tax-exempt status of such Series of Bonds.
Neither Federal Securities nor moneys deposited with the Trustee pursuant to this Section 1201 nor principal or interest payments on any such Federal Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or Redemption Price, if applicable, and interest on such Bonds; provided that any cash received from such principal or interest payments on such Federal Securities deposited with the Trustee:

to the extent such cash shall not be required at any time for such purpose as evidenced by an Accountant's Certificate, and to the extent all obligations under any Letter of Credit Agreement and any Liquidity Agreement are satisfied, as determined by an Insurer or an issuer of any Credit Facility or Liquidity Facility securing the Bonds with respect to which such Federal Securities have been so deposited, shall be paid over upon the direction of the District as received by the Trustee, free and clear of any trust, lien, pledge or assignment securing such Bonds or otherwise existing under this Master Indenture; and
to the extent such cash shall be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Federal Securities maturing at times and in amounts sufficient to pay when due the principal or Redemption Price, if applicable, and interest to become due on such Bonds, or obligations under any Letter of Credit Agreement and any Liquidity Agreement, on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over as received by the Trustee to the District, free and clear of any lien, pledge or security interest securing such Bonds or otherwise existing under this Master Indenture.
For the purposes of this provision, Federal Securities means and includes only such securities which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof.
As to any Variable Rate Bonds, whether discharged and satisfied under the provisions of subsection (a) or (b) above, the amount required for the interest thereon shall be calculated at the maximum rate permitted by the terms of the provisions which authorized the issuance of such Variable Rate Bonds; provided, however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Investment Obligations on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and satisfy such Bonds and obligations under any Letter of Credit Agreement and any Liquidity Agreement pursuant to the provisions of this Section 1201, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Variable Rate Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.
Notwithstanding any of the provisions of this Master Indenture to the contrary, Option Bonds may only be fully discharged and satisfied either pursuant to subsection (a) above or by depositing in the Series Interest Account, the Series Principal Account, the Series Sinking Fund Account and the Series Redemption

Account, or in such other accounts which are irrevocably pledged to the payment of the Option Bonds, as the District may create and establish by Supplemental Indenture, moneys which together with other moneys lawfully available therefor shall be sufficient at the time of such deposit to pay when due the maximum amount of principal of and Redemption Price, if any, and interest on such Option Bonds which could become payable to the Owners of such Bonds upon the exercise of any options provided to the Owners of such Bonds; provided however, that if at the time a deposit is made pursuant to this subsection (e) the options originally exercisable by the Owner of an Option Bond are no longer exercisable, such Bond shall not be considered an Option Bond for purposes of this subsection (e). If any portion of the moneys deposited for the payment of the principal of and Redemption Price, if any, and interest on Option Bonds is not required for such purpose and is not needed to reimburse an Insurer or an issuer of any Credit Facility or Liquidity Facility, for obligations under any Letter of Credit Agreement and any Liquidity Agreement, the District may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing such Option Bonds or otherwise existing under this Master Indenture, any Letter of Credit Agreement or any Liquidity Agreement.
Anything in this Master Indenture to the contrary notwithstanding, any moneys held by the Trustee or any Paying Agent in trust for the payment and discharge of any of the Bonds which remain unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or any Paying Agent at such date, or for two (2) years after the date of deposit of such moneys if deposited with the Trustee or Paying Agent after the date when such Bonds became due and payable, shall at the written request of the District be repaid by the Trustee or Paying Agent to the District, as its absolute property and free from trust, and the Trustee or Paying Agent shall thereupon be released and discharged with respect thereto and the Owners shall look only to the District for the payment of such Bonds; provided, however, that before being required to make any such payment to the District, the Trustee or Paying Agent shall, at the expense of the District, cause to be mailed, postage prepaid, to any Insurer or any issuer of any Credit Facility or Liquidity Facility, and to each registered Owner of Bonds then Outstanding at the address, if any, appearing upon the registration books of the District, a notice that such moneys remain unclaimed and that, after a date named in such notice, which date shall be not less than thirty (30) days after the date of the mailing of such notice, the balance of such moneys then unclaimed shall be returned to the District.
In the event that the principal and Redemption Price, if applicable, and interest due on the Bonds shall be paid by the Insurer pursuant to a municipal bond insurance policy, the assignment and pledge and all covenants, agreements and other obligations of the District to the Owners of such Bonds shall continue to exist and the Insurer shall be subrogated to the rights of such Owners.

Anything in this Master Indenture to the contrary notwithstanding, the provisions of the foregoing subsections (b) through (g) shall apply to the discharge of Bonds of a Series and to the discharge of the lien of any Supplemental Indenture securing such Series of Bonds as though each reference to the "Master Indenture" were a reference to such "Supplemental Indenture" and as though each reference to "Bonds then Outstanding" were a reference to the "Bonds of such Series then Outstanding."
Section 1202. Moneys Held in Trust. All moneys and obligations held by an escrow or paying agent or trustee pursuant to this Section 1202 shall be held in trust and the principal and interest of said obligations when received, and said moneys, shall be applied to the payment, when due, of the principal, interest and premium, if any, of the Bonds to be paid or to be called for redemption.

ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenant. All covenants, stipulations, obligations and agreements of the District contained in this Master Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the District and of the Governing Body of the District to the full extent authorized or permitted by law and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law.
Except as otherwise provided herein, all rights, powers and privileges conferred, and duties and liabilities imposed, upon the District or the Governing Body, by this Master Indenture shall be exercised or performed by the Governing Body, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Governing Body in his or her individual capacity, and neither the members of the Governing Body nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof.
Section 1302. Manner of Giving Notice to the District and the Trustee. Any notice, demand, direction, request or other instrument authorized or required by this Master Indenture to be given to or filed with the District or the Governing Body or the Trustee shall be deemed to have been sufficiently given or

filed for all purposes of this Master Indenture if and when sent by certified mail, return receipt requested:
To the District, addressed to:
West Villages Improvement District c/o Special District Services, Inc.
2501A Burns Road
Palm Beach Gardens, Florida 33410 To the Trustee, addressed to:
U.S. Bank Trust Company, National Association 500 West Cypress Creek Road
Suite 460
Fort Lauderdale, Florida 33309 Attention: Corporate Trust Department
or to such other address as shall be provided to the other party hereto in writing.
All documents received by the District and the Trustee under this Master Indenture shall be retained in their possession, subject at all reasonable times to the inspection of any Owner and the agents and representatives thereof.
Section 1303. Manner of Giving Notice to the Owners. Any notice, demand, direction, request, or other instrument authorized or required by this Master Indenture to be mailed to the Owners shall be deemed to have been sufficiently mailed if mailed by first class mail, postage pre-paid, to the Owners at their addresses as they appear at the time of mailing on the registration books maintained by the Bond Registrar.
Section 1304. Successorship of District Officers. If the offices of Chairman or Secretary shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the District or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law.
Section 1305. Inconsistent Provisions. All provisions of any resolutions, and parts thereof, which are inconsistent with any of the provisions of this Master Indenture are hereby declared to be inapplicable to this Master Indenture.

Section 1306. Further Acts; Counterparts. The officers and agents of the District are hereby authorized and directed to do all acts and things required of them by the Bonds and this Master Indenture, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Master Indenture.
This Master Indenture and any Supplemental Indenture may be executed in duplicate counterparts each of which shall constitute one and the same agreement.
Section 1307. Headings Not Part of Indenture. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference and shall not constitute a part of this Master Indenture, nor shall they affect its meaning, construction or effect.
Section 1308. Effect of Partial Invalidity. In case any one or more of the provisions of this Master Indenture or of any Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Master Indenture or of the Bonds, but this Master Indenture and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Master Indenture is adopted with the intent that the laws of the State shall govern their construction.
Section 1309. Attorneys' Fees. Any reference herein to the term "attorneys' fees," "counsel fees" or "legal fees" or words of like import shall include but not be limited to fees of legal assistants and paralegals and fees incurred in any and all legal proceedings, including any trial or appellate level proceedings, and any sales tax thereon.
[Remainder of Page Intentionally Left Blank]

Section 1310. Effective Date. This Master Indenture shall be effective as of the date first written above.

(SEAL)

ATTEST:

By:			 Secretary/Assistant Secretary

WEST VILLAGES IMPROVEMENT DISTRICT

By:			 Chairman/Vice Chairman

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

By:			 Vice President

EXHIBIT A
LEGAL DESCRIPTION OF UNIT OF DEVELOPMENT NO. 10
A parcel of land lying in Sections 5, 6, 7, and 8, Township 40 South, Range 20 East, Sarasota County, Florida, and being more particularly described as follows:
BEGIN at the Southwest corner of said Section 7; run thence along the West boundary thereof the following two (2) courses: 1) N.00°54'18"E., a distance of 2622.54 feet; 2) N.00°05'37"E., a distance of 2689.29 feet to the Southwest corner of said Section 6; thence along the West boundary thereof, N.00°08'44"E., a distance of 2164.18 feet to the Southwest corner of lands described in Official Records Instrument Number 2004012753, of the Public Records of Sarasota County, Florida; thence along the Southerly boundary of said lands described in Official Records Instrument Number 2004012753, the following twenty-one (21) courses: 1) Easterly,
250.26 feet along the arc of a non-tangent curve to the right having a radius of
633.03 feet and a central angle of 22°39'03" (chord bearing N.80°07'10"E., 248.63 feet) to a point of compound curvature; 2) Easterly, 108.46 feet along the arc of a compound curve to the right having a radius of 174.77 feet and a central angle of 35°33'31" (chord bearing S.70°46'33"E., 106.73 feet) to a point of compound curvature; 3) Southeasterly, 152.31 feet along the arc of a compound curve to the right having a radius of 280.04 feet and a central angle of 31°09'43" (chord bearing S.37°24'56"E., 150.44 feet) to a point of reverse curvature; 4) Easterly, 284.27 feet along the arc of a reverse curve to the left having a radius of 103.32 feet and a central angle of 157°38'36" (chord bearing N.79°20'38"E., 202.72 feet) to a point of reverse curvature; 5) Northeasterly, 286.87 feet along the arc of a reverse curve to the right having a radius of 206.41 feet and a central angle of 79°37'44" (chord bearing N.40°20'12"E., 264.33 feet) to a point of compound curvature; 6) Easterly,
224.87 feet along the arc of a compound curve to the right having a radius of 255.42 feet and a central angle of 50°26'37" (chord bearing S.74°37'38"E., 217.68 feet); 7) S.79°48'26"E., a distance of 101.21 feet; 8) N.69°47'28"E., a distance of 238.17 feet to a point of non-tangent curvature; 9) Easterly, 327.48 feet along the arc of a non- tangent curve to the left having a radius of 565.61 feet and a central angle of 33°10'24" (chord bearing N.76°20'49"E., 322.92 feet) to a point of reverse curvature;
10) Easterly, 232.70 feet along the arc of a reverse curve to the right having a radius of 224.35 feet and a central angle of 59°25'43" (chord bearing N.89°28'28"E., 222.41 feet); 11) S.59°49'31"E., a distance of 155.45 feet to a point of non-tangent curvature; 12) Easterly, 154.51 feet along the arc of a non-tangent curve to the left having a radius of 238.12 feet and a central angle of 37°10'44" (chord bearing S.79°24'02"E., 151.82 feet) to a point of non-tangent curvature; 13) Southeasterly,
454.31 feet along the arc of a non-tangent curve to the right having a radius of
912.50 feet and a central angle of 28°31'33" (chord bearing S.29°07'59"E., 449.63 feet); 14) S.71°12'24"E., a distance of 151.95 feet to a point of curvature; 15) Easterly, 224.43 feet along the arc of a tangent curve to the left having a radius of
407.21 feet and a central angle of 31°34'41" (chord bearing S.86°59'44"E., 221.60

feet) to a point of compound curvature; 16) Northeasterly, 103.45 feet along the arc of a compound curve to the left having a radius of 100.00 feet and a central angle of 59°16'15" (chord bearing N.47°34'48"E., 98.90 feet) to a point of reverse curvature;
17) Easterly, 394.90 feet along the arc of a reverse curve to the right having a radius of 202.10 feet and a central angle of 111°57'19" (chord bearing N.73°55'20"E., 335.01 feet); 18) N.86°22'25"E., a distance of 63.92 feet; 19) S.09°41'57"E., a distance
of 205.89 feet; 20) S.69°24'57"E., a distance of 583.03 feet; 21) S.89°13'11"E., a distance of 1512.38 feet to the Southeast corner of aforesaid lands described in Official Records Instrument Number 2004012753, also being a point on the West boundary of SOLSTICE PHASE ONE, according to the plat thereof, recorded in Plat Book 55, Page 380, of the Public Records of Sarasota County, Florida; thence along said West boundary of SOLSTICE PHASE ONE, S.01°26'06"E., a distance of 257.85 feet to the Southwest corner thereof; thence S.38°34'47"W., a distance of 130.00 feet; thence S.51°25'13"E., a distance of 1592.03 feet; thence S.38°34'47"W., a distance of
370.81 feet; thence southerly, 356.49 feet along the arc of a tangent curve to the left having a radius of 300.00 feet and a central angle of 68°05'06" (chord bearing S.04°32'15"W., 335.88 feet); thence southeasterly, 866.02 feet along the arc of a reverse curve to the right having a radius of 8635.45 feet and a central angle of 05°44'46" (chord bearing S.26°20'26"E., 865.66 feet) to a point on the Northerly boundary of PRETO BOULEVARD SOUTH EXTENSION, PLAT No.1, according to the plat thereof, recorded in Plat Book 57, Page 282, of the Public Records of Sarasota County, Florida; thence along said Northerly boundary and the Westerly boundary thereof the following ten (10) courses: 1) southwesterly, 254.34 feet along the arc of a non-tangent curve to the right having a radius of 2135.00 feet and a central angle of 06°49'32" (chord bearing S.63°25'17"W., 254.19 feet); 2) S.66°50'03"W., a distance of 467.65 feet; 3) westerly, 510.02 feet along the arc of a tangent curve to the right having a radius of 2085.00 feet and a central angle of 14°00'55" (chord bearing S.73°50'31"W., 508.75 feet); 4) southwesterly, 1648.37 feet along the arc of a reverse curve to the left having a radius of 1215.00 feet and a central angle of 77°43'55" (chord bearing S.41°59'01"W., 1524.83 feet); 5) S.03°07'03"W., a distance of 574.98 feet; 6) southerly, 1135.41 feet along the arc of a tangent curve to the left having a radius of 2315.00 feet and a central angle of 28°06'04" (chord bearing S.10°55'59"E., 1124.06 feet); 7) southerly, 429.50 feet along the arc of a reverse curve to the right having a radius of 960.00 feet and a central angle of 25°38'03" (chord bearing S.12°09'59"E., 425.93 feet); 8) S.00°39'02"W., a distance of 21.74 feet; 9) southerly, 359.76 feet along the arc of a tangent curve to the left having a radius of 1090.00 feet and a central angle of 18°54'39" (chord bearing S.08°48'17"E., 358.13 feet); 10) S.18°15'37"E., a distance of 103.58 feet to a point on the South boundary of said Section 7; thence along said South boundary the following two (2) courses: 1) N.89°38'43"W., a distance of 2161.34 feet; 2) N.89°38'12"W., a distance of 2674.87 feet to the POINT OF BEGINNING.
Containing 878.304 acres, more or less.

EXHIBIT B
FORM OF REQUISITION
The undersigned, an Authorized Officer of West Villages Improvement 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 Trust Company, National Association, Fort Lauderdale, Florida, as trustee (the "Trustee"), dated as of [Dated Date], as amended and supplemented by the [	] Supplemental Trust Indenture between the District and the Trustee, dated as of [	] (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 or state Costs of Issuance, if applicable):
Fund, Account or subaccount from which disbursement is to be made: The undersigned hereby certifies that:
obligations in the stated amount set forth above have been incurred by the District, that each disbursement set forth above is a proper charge against the [	] Acquisition and Construction Account and the subaccount, if any, referenced above, that each disbursement set forth above was incurred in connection with the acquisition and/or construction of the [	] Project and each represents a Cost of the [	] Project, and has not previously been paid out of such Account or subaccount;
OR
this requisition is for Costs of Issuance payable from the [	] Costs of Issuance Account that has not previously been paid out of such Account.
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.
Originals or copies of the invoice(s) from the contractor of the improvements acquired or services rendered (or other equivalent supporting documents) with respect to which disbursement is hereby requested are on file with the District.
WEST VILLAGES IMPROVEMENT DISTRICT

By: 		 Authorized Officer

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

Consulting Engineer