Willow Creek II Community Development District

January 14, 2025

Willow Creek II Community Development District
Agenda Organizational Meeting

Tuesday	Willow Creek Amenity Center
January 14, 2025	1756 Pecorino Ct, Titusville, Florida 32780 1:30p.m.		Microsoft Teams
Meeting ID: 263 528 391 126 and Passcode: Eo7yV7GW
1 872-240-4685 and Phone Conference ID: 149 837 268#

Introduction
Roll Call

Public Comment Period

Oath of Office

Organizational Matters
Confirmation of Notice of Meeting – Page 5

Information on Community Development Districts and Public Official Responsibilities and Florida Statues Chapter 190

Consideration of Resolution #2025-01 Ratifying the Actions of the District Manager and District Staff in Noticing the Landowners’ Meeting – Page 6

Consideration of Resolution #2025-02 Canvassing and Certifying Results of Landowner Election – Page 12

Election of Officers
Consideration of Resolution #2025-03 Electing Officers – Page 14

Consideration of Resolution #2025-04 Designating Treasurer and Assistant Treasurer
– Page 15

Retention of District Staff
Consideration of Agreement for District Management Services
Consideration of Resolution #2025-05 Appointing District Manager – Page 16

Consideration of Agreement for District Counsel Services
Consideration of Resolution #2025-06 Appointing District Counsel – Page 30

Consideration of Resolution #2025-07 Selection of Registered Agent and Office – Page 38
Consideration of Resolution #2025-08 Appointing Interim District Engineer – Page 39

Consideration of Interim District Engineering Agreement – Page 53

Other Organizational Matters
Request Authorization to Issue RFQ for Engineering Services – Page 65

Consideration of Resolution #2025-09 Designating a Qualified Public Depository – Page 68

Consideration of Resolution #2025-10 Establishing Checking Account and Designating Account Signatories – Page 70

Consideration of Resolution #2025-11 Adopting a Legal to Defense Policy – Page 71

Consideration of Resolution #2025-12 Authorizing Recording of Notice of Establishment – Page 75
Notice of Establishment – Page 77

Consideration of Resolution #2025-13 Adopting Investment Policy – Page 82
Consideration of Resolution #2025-14 Authorizing Execution of Public Depositor Report – Page 84
Consideration of Resolution #2025-15 Adopting a Public Comment Policy – Page 85
Consideration of Resolution #2025-16 Adopting Prompt Payment Policy – Page 88
Consideration of Resolution #2025-17 Adopting Internal Control – Page 99
Consideration of Resolution #2025-18 Adopting a Records Retention Policy – Page 105
(Memorandum with Option I & Option II)

Consideration of Compensation to Board Members

Consideration of Resolution #2025-19 Selecting District Records Office – Page 116

Consideration of Resolution #2025-20 Designating the Primary Administrative Office and Principal Headquarters of the District – Page 117

Consideration of Website Services Agreement – Page 118

Consideration of Resolution #2025-21 Authorizing Chairperson and Vice Chairperson to Execute Plats, Permits and Conveyances – Page 119

Consideration of Resolution #2025-22 Authorizing the Use of Electronic Documents and Signatures – Page 121

E-Verify Memorandum – Page 123

Consideration of Resolution #2025-23 Adopting Direct Purchase Forms – Page 125

Adoption of District Goals and Objectives – Page 140

Designation of Meeting and Hearing Dates
Consideration of Resolution #2025-24 Designation of Regular Monthly Meeting Date, Time and Location for Fiscal Year 2025 – Page 146

Designation of Date of Public Hearing to Adopt Rules of Procedure in accordance with Section 120.54, Florida Statutes
Consideration of Resolution #2025-25 Setting a Public Hearing to Consider the Proposed Rules of the District – Page 149

Consideration of Developer Funding Agreement – Page 224

Consideration of Resolution #2025-26 Setting Date of Public Hearing Expressing the District's Intent to Utilize the Uniform Method of Levying, Collecting and Enforcing Non Ad- Valorem Assessments in accordance with Section 197.3632, Florida Statutes – Page 233
Financing Matters
Appointment of Financing Team
Investment Banker – Consideration of Resolution #2025-27 – Page 234

Bond Counsel – Consideration of Resolution #2025-28 – Page 241

Trustee

Methodology Consultant

Special Assessments
Consideration of Engineers Report – Page 256

Consideration of Master Assessment Methodology – Page 283

Consideration of Resolution #2025-29 Declaring Special Assessments and Setting Public Hearing on Special Assessments – Page 301
Approval of Bond Financing Team Funding Agreement – Page 307

Consideration of Bond Resolution #2025-30 – Page 311

Consideration of Resolution #2025-31 Authorizing Disbursement of Funds – Page 398

Other Business
Consideration of Interlocal Agreement between Willow Creek Community Development and Willow Creek II Community Development District – Page 400
Consideration of Quit Claim Deed – Page 410

Staff Reports
Attorney

Manager

Approval of Funding Request #1 – Page 413

Supervisor’s Requests

Adjournment

NOTICE OF LANDOWNERS’ MEETING AND ELECTION AND MEETING OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Notice is hereby given to the public and all landowners within Willow Creek II Community Development District (the “District”), the location of which is generally described as comprising a parcel or parcels of land containing approximately 425.15 acres, generally located northeast of Interstate 95, southeast of State Road 407, and immediately due west of the Willow Creek Community Development District, situated entirely within the City of Titusville, Florida, advising that a meeting of landowners will be held for the purpose of electing five (5) persons to the District Board of Supervisors. Immediately following the landowners’ meeting and election, there will be convened a meeting of the Board of Supervisors for the purpose of considering certain matters of the Board to include election of certain District officers, and other such business which may properly come before the Board.

DATE:	January 14, 2025
TIME:	1:30 PM
PLACE:	Willow Creek Amenity Center,
1756 Pecorino Ct.
Titusville, Florida 32780
Each landowner may vote in person or by written proxy. Proxy forms may be obtained upon request at the office of the District Manager, c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (“District Office”). At said meeting each landowner or his or her proxy shall be entitled to nominate persons for the position of Supervisor and cast one vote per acre of land, or fractional portion thereof, owned by him or her and located within the District for each person to be elected to the position of Supervisor. A fraction of an acre shall be treated as one acre, entitling the landowner to one vote with respect thereto. Platted lots shall be counted individually and rounded up to the nearest whole acre. The acreage of platted lots shall not be aggregated for determining the number of voting units held by a landowner or a landowner’s proxy. At the landowners’ meeting the landowners shall select a person to serve as the meeting chair and who shall conduct the meeting.

The landowners’ meeting and the Board of Supervisors meeting are open to the public and will be conducted in accordance with the provisions of Florida law. One or both of the meetings may be continued to a date, time, and place to be specified on the record at such meeting. A copy of the agenda for these meetings may be obtained from the District Office. There may be an occasion where one or more supervisors will participate by speaker telephone.

Any person requiring special accommodations to participate in these meetings is asked to contact the District Office at (954) 721-8681, at least three business days before the hearing. If you are hearing or speech impaired, please contact the Florida Relay Service at 7-1-1 or (800) 955-8770 for aid in contacting the District Office.

A person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that such 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 the appeal is to be based.

Andressa Hinz Philippi District Manager

RESOLUTION 2025-01

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT RATIFYING THE ACTIONS OF THE DISTRICT MANAGER AND DISTRICT STAFF IN NOTICING THE LANDOWNERS’ MEETING; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Willow Creek II Community Development District is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated in the City of Titusville, Florida; and
WHEREAS, the District held its organizational meeting on January 14, 2025; and
WHEREAS, the District Manager and District staff are holding the Landowners’ Meeting in conjunction with the organizational meeting and caused notice thereof to be provided pursuant to Florida law; and

WHEREAS, the Board desires to ratify all the actions taken by the District Manager and District staff in noticing the initial landowner’s meeting in accordance with Section 190.006(2), Florida Statutes, for January 14, 2025.

NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1. The actions of the District Manager and District staff in noticing the landowners’ meeting in accordance with Section 190.006(2), Florida Statutes, to elect five (5) supervisors of the District, held on the 14th day of January 2025 at 1:30 p.m. at the Fairfield Inn & Suites - Titusville Kennedy Space Center, 4735 Helen Hauser Boulevard, Titusville, Florida 32780, are hereby ratified and approved.

SECTION 2. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
SECTION 3. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 14th day of January 2025.
ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chairperson/Vice Chairperson Board of Supervisor

Composite Exhibit A:
Sample Notice of Landowners’ Meeting and Election, Proxy, Ballot Form and Instructions

NOTICE OF LANDOWNERS’ MEETING AND ELECTION AND MEETING OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
Notice is hereby given to the public and all landowners within Willow Creek II Community Development District (the “District”), the location of which is generally described as comprising a parcel or parcels of land containing approximately 425.15 acres, generally located northeast of Interstate 95, southeast of State Road 407, and immediately due west of the Willow Creek Community Development District, situated entirely within the City of Titusville, Florida, advising that a meeting of landowners will be held for the purpose of electing five (5) persons to the District Board of Supervisors. Immediately following the landowners’ meeting and election, there will be convened a meeting of the Board of Supervisors for the purpose of considering certain matters of the Board to include election of certain District officers, and other such business which may properly come before the Board.
DATE:	January 14, 2025
TIME:	1:30pm EST.
PLACE:	Fairfield Inn & Suites - Titusville Kennedy Space Center 4735 Helen Hauser Boulevard
Titusville, Florida 32780

Each landowner may vote in person or by written proxy. Proxy forms may be obtained upon request at the office of the District Manager, c/o Governmental Management Services-South Florida, LLC, 5385
N. Nob Hill Road, Sunrise, Florida 33351 (“District Office”). At said meeting each landowner or his or her proxy shall be entitled to nominate persons for the position of Supervisor and cast one vote per acre of land, or fractional portion thereof, owned by him or her and located within the District for each person to be elected to the position of Supervisor. A fraction of an acre shall be treated as one acre, entitling the landowner to one vote with respect thereto. Platted lots shall be counted individually and rounded up to the nearest whole acre. The acreage of platted lots shall not be aggregated for determining the number of voting units held by a landowner or a landowner’s proxy. At the landowners’ meeting the landowners shall select a person to serve as the meeting chair and who shall conduct the meeting.
The landowners’ meeting and the Board of Supervisors meeting are open to the public and will be conducted in accordance with the provisions of Florida law. One or both of the meetings may be continued to a date, time, and place to be specified on the record at such meeting. A copy of the agenda for these meetings may be obtained from the District Office. There may be an occasion where one or more supervisors will participate by speaker telephone.

Any person requiring special accommodations to participate in these meetings is asked to contact the District Office at (954) 721-8681, at least three business days before the hearing. If you are hearing or speech impaired, please contact the Florida Relay Service at 7-1-1 or (800) 955-8770 for aid in contacting the District Office.
A person who decides to appeal any decision made by the Board with respect to any matter considered at the meeting is advised that such 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 the appeal is to be based.

Andressa Hinz Philippi District Manager
Run Date(s): 	 & 	

PUBLISH: ONCE A WEEK FOR 2 CONSECUTIVE WEEKS, THE LAST DAY OF PUBLICATION TO BE NOT FEWER THAN 14 DAYS OR MORE THAN 28 DAYS BEFORE THE DATE OF ELECTION, IN A NEWSPAPER WHICH IS IN GENERAL PAID CIRCULATION IN THE AREA OF THE DISTRICT

LANDOWNER PROXY
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS’ MEETING – JANUARY 14, 2025

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the fee simple owner of the lands described herein, hereby constitutes and appoints Steve McConn (“Proxy Holder”) for and on behalf of the undersigned, to vote as proxy at the meeting of the landowners of Willow Creek II Community Development District to be held at 1:30 p.m. EST on January 14, 2025, at the Fairfield Inn & Suites - Titusville Kennedy Space Center, 4735 Helen Hauser Boulevard, Titusville, Florida 32780, and at any adjournments thereof, according to the number of acres of unplatted land and/or platted lots owned by the undersigned landowner that the undersigned would be entitled to vote if then personally present, upon any question, proposition, or resolution or any other matter or thing that may be considered at said meeting including, but not limited to, the election of members of the Board of Supervisors. Said Proxy Holder may vote in accordance with his or her discretion on all matters not known or determined at the time of solicitation of this proxy, which may legally be considered at said meeting.
Any proxy heretofore given by the undersigned for said meeting is hereby revoked. This proxy is to continue in full force and effect from the date hereof until the conclusion of the landowners’ meeting and any adjournment or adjournments thereof but may be revoked at any time by written notice of such revocation presented at the landowners’ meeting prior to the Proxy Holder’s exercising the voting rights conferred herein.

KB Home Orland LLC	 Printed Name of Legal Owner

Signature of Legal Owner		

Date		
Parcel Description

[See attached]			Acreage

425.15	Authorized Votes

	426		

[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel. If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]
Total Number of Authorized Votes:	426

NOTES: Pursuant to Section 190.006(2)(b), Florida Statutes (2024), a fraction of an acre is treated as one
(1) acre entitling the landowner to one vote with respect thereto. Moreover, two (2) or more persons who own real property in common that is one acre or less are together entitled to only one vote for that real property.
If the fee simple landowner is not an individual, and is instead a corporation, limited liability company, limited partnership or other entity, evidence that the individual signing on behalf of the entity has the authority to do so should be attached hereto (e.g., bylaws, corporate resolution, etc.).

OFFICIAL BALLOT
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT LANDOWNERS’ MEETING – JANUARY 14, 2025

For Election (5 Supervisors): The two (2) candidates receiving the highest number of votes will each receive a four (4) year term, and the three (3) candidates receiving the next highest number of votes will each receive a two (2) year term, with the term of office for the successful candidates commencing upon election.

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

Description	Acreage

[See attached]		 425.15
[Insert above the street address of each parcel, the legal description of each parcel, or the tax identification number of each parcel.] [If more space is needed, identification of parcels owned may be incorporated by reference to an attachment hereto.]

or

Attach Proxy.

I, 	, as Landowner, or as the proxy holder of KB Home Orlando LLC (Landowner) pursuant to the Landowner’s Proxy attached hereto, do cast my votes as follows:
NAME OF CANDIDATE	NUMBER OF VOTES

 		 	

 		 	

Date: 		Signed: 	
Printed Name: 	

RESOLUTION 2025-02

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT CANVASSING AND CERTIFYING THE RESULTS OF THE LANDOWNERS’ ELECTION OF SUPERVISORS HELD PURSUANT TO SECTION 190.006(2), FLORIDA STATUTES, AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Willow Creek II Community Development District (“District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and

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

WHEREAS, such landowners meeting was held at which the below recited person was duly elected by virtue of the votes cast in their favor; and
WHEREAS, the Board of Supervisors of the District, by means of this Resolution, desires to canvas the votes and declare and certify the results of said election.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
ELECTION RESULTS. The following persons are found, certified, and declared to have been duly elected as Supervisors of and for the District, having been elected by the votes cast in their favor as shown:

Seat Number	Name of Supervisor	Number of Votes	
Seat 1			
Seat 2			
Seat 3			
Seat 4			
Seat 5			

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

Seat Number	Name of Supervisor	Term of Office	
Seat 1			
Seat 2			
Seat 3			
Seat 4			
Seat 5			

EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption.

PASSED AND ADOPTED this 14th day of January 2025.

ATTEST:

Secretary/Assistant Secretary	WILLOW	CREEK	II	COMMUNITY DEVELOPMENT DISTRICT

Chairperson/Vice Chairperson, Board of Supervisors	

RESOLUTION 2025-03

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT ELECTING THE OFFICERS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the Board of Supervisors of the District (the “Board”) desires to elect the Officers of the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.	The following persons are elected to the offices shown:

Chairperson	 		
Vice Chairperson	 		
Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Assistant Secretary	 		
Section 2.	This Resolution shall become effective immediately upon its adoption.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

RESOLUTION 2025-04

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A TREASURER AND ASSISTANT TREASURER OF THE DISTRICT AND PROVIDING AN EFFECTIVE DATE
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the Board of Supervisors of the District desires to appoint a Treasurer; and

Whereas, the Board of Supervisors of the District desires to appoint an Assistant Treasurer.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.		 is appointed Treasurer.

Section 2.		 is appointed Assistant Treasurer. Section 3.	This Resolution shall become effective immediately upon its adoption. Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-05

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT APPOINTING AND FIXING THE COMPENSATION OF THE DISTRICT MANAGER; APPOINTING A METHODOLOGY CONSULTANT; AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, pursuant to Section 190.007(1), Florida Statutes, the Board of Supervisors of the District (the “Board”) desires to employ and fix compensation of a District Manager; and

Whereas, the Board desires to appoint a Methodology Consultant to advise regarding the proposed issuance of special assessment bonds and other financing methods for District improvements; and
Whereas, the Board has determined that the appointment of a Methodology Consultant is necessary, appropriate and in the District’s best interests; and

Whereas, the Board desires to appoint a District Manager and Methodology Consultant and to provide compensation for their services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  Governmental Management Services-South Florida, LLC is appointed as District Manager and Methodology Consultant and shall be compensated for their services, pursuant to the agreement attached hereto as Exhibit A, which is hereby approved.
SECTION 2.   This authorization shall be continuing in nature until revoked by the District.

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

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Exhibit A: District Manager Fee Agreement

AGREEMENT FOR DISTRICT MANAGEMENT SERVICES BETWEEN WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AND GOVERNMENTAL MANAGEMENT SERVICES – SOUTH FLORIDA, LLC

Date of Agreement:	January 14, 2025

Between:	Governmental Management Services - South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351
(Hereinafter referred to as "Manager");	
And:	Willow Creek II Community Development District A unit of special purpose local government located in the City of Titusville, Florida

(Hereinafter referred to as "District").	

G E NE RAL MANA G E ME NT , ADMINIS T RATI VE , AND ACCO UNT I NG SE RVI CES

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

Meetings, Hearings, Workshops, Etc.

The Manager will organize, conduct, and provide minutes for all meetings of the District. This includes, but is not limited to, scheduling meetings, providing agenda packages and meeting materials in the form requested by the District Board of Supervisors, and publishing Board meeting, public hearing notices, and landowner election notices pursuant to Florida law.

The Manager will consult with the District Board of Supervisors and its designated representatives, and when necessary, organize such meetings, discussions, project site visits, workshops, and hearings as may pertain to the administration and accomplishment of the various projects and services provided by the District.

Records

The Manager will maintain “Record of Proceedings” for the District within the boundaries of the local government in which the District is located and include meeting minutes, agreements, resolutions and other records required by law or

contract and provide access to such records as necessary for proper District function or compliance with Florida’s public records laws.

District Operations

The Manager will act as the primary point of contact for District-related matters.

The Manager will consult with and advise the District on matters related to the operation and maintenance of the District’s public infrastructure.

The Manager will make recommendations and assist in matters relating to solicitation, approval, rejection, amendment, renewal, and cancellation of contracts for services to the District. In advance of expiration of contracts, the Manager will advise the Board as to need for renewal or additional procurement activities and implement same.

The Manager will recommend and advise the Board, in consultation with the District Engineer of the appropriate amount and type of insurance and be responsible for procuring all necessary insurance.

The Manager will ensure compliance with all statutes affecting the District by performing the following tasks (and such other tasks required by law but not specifically identified herein):

−	File name and location of the Registered Agent and Office location annually with Department of Community Affairs and the County.
−	Provide legal description and boundary map as provided by District Engineer to the Supervisor of Elections
−	Provide the regular meeting schedule of the Board to the City and County.
−	File all required financial reports to the Department of Revenue, Auditor General, the County, and other governmental agencies with jurisdiction in compliance with Florida law.
−	File request letter to the Supervisor of Election of the County for number of registered voters as of April 15, each year. Report annually the number of registered voters in the District by June 1, of each year.
−	Transmit Public Facilities Report and related updates to appropriate agencies.
−	Prepare and file annual public depositor report.

Accounting and Reporting

The Manager will implement an integrated management reporting system compliant with Generally Accepted Accounting Principles (GAAP) for government and fund accounting which will allow the District to represent fairly and with full disclosure the financial position of the District. The District’s accounting activities will be overseen by a degreed accountant.

The Manager will prepare reports as appropriate under applicable law, accounting standards, and bond trust indenture requirements. The Manager will track the District’s general fund and bond fund activities and provide monthly and annual financial statements (including budget to actual summary).

The Manager will administer the processing, review and approval, and timely payment of all invoices and purchase orders.

The Manager will oversee District’s capital and general fund accounts.

Insurance

The Manager 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	
Commercial Crime/Fidelity Insurance	$1,000,000	
Professional Liability Insurance	$2,000,000	
Automobile Liability (if applicable)* Bodily Injury and Property Damage	
$1,000,000	
Covering owned, non-owned, and hired vehicles.		

*Automobile liability insurance is required if the MANAGER will use any vehicles on-site, including owned, non-owned, and hired vehicles.

Audits

The Manager will provide audit support to auditors for the required Annual Audit, and will ensure completion and submission of audit and Annual Financial Statements to the City, Auditor General, and other appropriate government entities in compliance with Florida law.

Budgeting

The Manager will prepare and provide for a proposed budget for Board approval and submission to City in compliance with state law. The Manager will prepare final budget and backup material for and present the budget at all budget meetings, hearings and workshops. The Manager will ensure that all budget meetings, hearings, and workshops are properly noticed.
The Manager will administer the adopted budget and prepare budget amendments on an ongoing basis as necessary.

Capital Program Administration

The Manager will maintain proper capital fund and project fund accounting procedures and records.

The Manager will coordinate with District staff to provide for appropriate bid and or proposal/qualification processes for Capital Project Construction.

The Manager will oversee and implement bond issue related compliance, i.e., coordination of annual arbitrage report, transmittal of annual audit and budget to the trustee, transmittal of annual audit to bond holders and underwriters, annual/quarterly disclosure reporting, etc.

Maintenance Contract Administration

Upon direction by the District’s Board of Supervisors and upon mutual agreement of the parties hereto, Manager will provide Maintenance Contract Administration for District in general accordance with the fees outlined in Exhibit A. The parties further understand and recognize that the scope and number of contracts to be administered under said fee may be limited and/or multiple fees may be required. Any Maintenance Contract Administration shall be by separate agreement between the parties.

FINANCIAL SERVICES

Assessments & Revenue Collection

The Manager will develop and administer the annual assessment roll for the District. This includes administering the tax roll for the District for assessments

collected by the County and administering assessments for Off Tax Roll parcels/lots.

The Manager will provide payoff information and pre-payment amounts as requested by property owners, and collect prepayment of assessments as necessary.

The Manager will monitor development of the District and perform Assessment True-up Analysis when appropriate.

The Manager will issue estoppel letters as needed for property transfers.
The Manager will maintain the District’s Lien Book, in which is recorded the details of any District debt and the related debt service assessments. The Lien Book will account for all District debt and show the allocation of debt principal to assessed properties within the District.

FEES AND TERM OF SERVICES

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

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

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

DISTRICT RESPONSIBILITIES

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

TERMINATION OF THIS CONTRACT

This Contract may be terminated as follows:

By the District for “good cause,” which shall include misfeasance, malfeasance, nonfeasance or dereliction of duties by the Manager which termination may be immediate; or
By the Manager or District, for any reason, upon 60 days written notice. In the event this Contract is terminated in either manner above stated, the
Manager will make all reasonable effort to provide for an orderly transfer of the books and records of the District to the District or its designee.

GENERAL TERMS AND CONDITIONS

All invoices are due and payable when received.

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

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

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

The District acknowledges that the Manager is not a Municipal Advisor or Securities Broker, nor is the Manager registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, the District acknowledges that the Manager does not provide the District with financial advisory services or offer investment advice.
To the extent allowable under applicable law (and only to the extent of the limitations of liability set forth in Section 768.28, Florida Statutes), except to the extent caused by the negligence, reckless, and/or willful misconduct of the Manager, the District agrees to indemnify, defend, and hold harmless the Manager and its officers, supervisors, staff, and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that Manager may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the grossly negligent or intentionally wrongful acts or omissions of the District. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the Manager may be entitled and shall continue after the Manager has ceased to be engaged under this

Contract.

The Manager agrees to indemnify, defend, and hold harmless the District and its officers, supervisors, staff, and employees from and against any and all liability, claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs, court costs, and expenses, including attorney's fees, that the Manager may hereafter incur, become responsible for, or be caused to pay out arising out of or relating to the failure to perform under this Contract or at law, or grossly negligent, reckless, and/or intentionally wrongful acts or omissions of the Manager. The indemnification provided for herein shall not be deemed exclusive of any other rights to which the District may be entitled and shall continue after the Manager has ceased to be engaged under this Contract.

Nothing herein shall be construed to waive or limit the District’s sovereign immunity limitations of liability as provided in Section 768.28, Florida Statutes, or other applicable law. Nothing in this Contract shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

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

The Manager, on behalf of itself and its subcontractors, hereby warrants compliance with all federal immigration laws and regulations applicable to their employees. The Manager further agrees that the District is a public employer subject to the E- Verify requirements provided in Section 448.095, Florida Statutes, and such provisions of said statute are applicable to this Agreement, including, but not limited to registration with and use of the E-Verify system. The Manager agrees to utilize the E-Verify system to verify work authorization status of all newly hired employees. The Manager shall provide sufficient evidence that it is registered with the E-Verify system before commencement of performance under this Agreement. If the District has a good faith belief that the Manager is in violation of Section 448.09(1), Florida Statutes, or has knowingly hired, recruited, or referred an alien that is not duly authorized to work by the federal immigration laws or the Attorney General of the United States for employment under this Agreement, the District shall terminate this Agreement. The Manager shall require an affidavit from each subcontractor providing that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Manager shall retain a copy of each such affidavit for the term of this Agreement and all renewals thereof. If the District has a good faith belief that a subcontractor of the Manager performing work under this Agreement is in violation of Section 448.09(1), Florida Statutes, or has knowingly hired, recruited, or referred an alien that is not duly authorized to work by the federal immigration laws or the Attorney General of the United States for employment under this Agreement, the District promptly notify the Manager and

order the Manager to immediately terminate its subcontract with the subcontractor. The Manager shall be liable for any additional costs incurred by the District as a result of the termination of any contract, including this Agreement, based on Manager’s failure to comply with the E-Verify requirements referenced in this subsection.

In accordance with Section 287.135, Florida Statutes, Manager represents that in entering into this Contract, neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.4725 and 215.473, Florida Statutes, and in the event such status changes, Manager shall immediately notify District. If Manager is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate this Contract.

Manager certifies, by acceptance of the Agreement, that neither it nor its principals utilize coercion for labor or services as defined in section 787.06, Florida Statutes. Manager agrees to execute an affidavit in compliance with section 787.06(13), Florida Statutes.

Manager shall, pursuant to and in accordance with Section 119.0701, Florida Statutes, comply with the public records laws of the State of Florida. Failure of the Manager to comply with Section 119.0701, Florida Statutes, may subject the Manager to penalties pursuant to Section 119.10, Florida Statutes. In the event Manager fails to comply with this section or Section 119.0701, Florida Statutes, the District shall be entitled to all remedies at law or in equity. The following statement is required to be included in this Agreement pursuant to Section 119.0701(2), Florida Statutes:

IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MANAGER’S DUTY TO PROVIDE PUBLIC RECORDS	RELATING	TO	THIS AGREEMENT/CONTRACT, THE MANAGER MAY CONTACT THE MANAGER CUSTODIAN OF PUBLIC RECORDS FOR THE DISTRICT AT:

GOVERNMENTAL MANAGEMENT SERVICES-

SOUTH FLORIDA, LLC 5385 N. NOB HILL ROAD SUNRISE, FLORIDA 33351
PHONE: (954) 721-8681
EMAIL: RECORDS@GMSSF.COM

NOTICES

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

Willow Creek II Community Development District
c/o Governmental Management Services – South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351
Attn: Andressa Hinz Philippi

Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: Jennifer Kilinski

If notice is sent to Manager, it shall be sent to:

Governmental Management Services – South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351
Attn: Andressa Hinz Philippi

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

[SIGNATURE PAGE TO FOLLOW]

Approved by:

Board of Supervisors Willow Creek II Community
Development District

Secretary/Assistant Secretary	Chairperson

Governmental Management
Services – South Florida, LLC

Witness	Richard Hans, Managing Partner

EXHIBIT A – Willow Creek II CDD Fee Schedule

Compensation:

The above outlined services will be provided for the fixed annual fee of $36,000 based on up to twelve (12) meetings per year paid in equal monthly payments plus reimbursable expenses, additional meetings will be billed at a rate of $2,000 per meeting. Reimbursables include but are not limited to the following: additional meetings, postage, courier services, printing, copying, binding, computer services and public records storage.

Additional services, such as those listed below, are available from GMS upon request. A service package can be tailored to your specific needs.

Other Services:

Maintenance Contract Administration – Negotiated fee based on required services.
Field Services – Negotiated fee based on required services.
Bond Issuance Cost 1  – $15,000 per bond issue
Includes additional Board meetings, staff meetings, attendance to validation hearing, and any other additional work related to Bond Issuance.
Assessment Methodology Preparation(1) - $15,000 per Bond Issue.
Construction Accounting - $2,500 Annually (during the construction period)
Computer System Rental Fee - $1,000 Annually
Dissemination Agent - $2,500 Annually (for the first Bond)
$1,000 Annually (per additional Series)
(only upon issuance of Bonds by the District)
Annual Assessment Administration – $2,500 per year
Annual Website Maintenance - $ 2,000
Prepaid Assessments and/or Estoppel $100 per lot/unit for prepaid assessments collected on the closing statement. Collection and distribution of prepaid assessments, preparation release of liens, maintenance of assessment lien book, and

1 GMS does not represent the District as a Municipal Advisor or Securities Broker, nor is GMS registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, GMS does not provide the District with financial advisory services or offer investment advice.

customer service.

Special Conditions:

In the event of an assessment default, foreclosure, event of default under the Trust Indenture, bankruptcy, additional services, etc., Manager will bill at an hourly rate for services per the fee schedule below. Services included, but are not limited to collection of delinquent assessment, modification to the county assessment roll, meetings and conference calls with Bondholders and their representatives, preparations of reports and analysis requested by Bondholders, Dissemination Agent, Board of Supervisors, etc., and other services not part of services provided in scope of services in the District’s Management Agreement.

FEE SCHEDULE

Staff Level	Rate per Hour	
District Manager	$175.00	
Accountant	$125.00	
Field Supervisor	$100.00	
Administrative Assistant	$ 75.00	

Public Record Requests:

Public Records request will be charged to the person making the request at fees allowable by law. These amounts will be reimbursed to GMS- SF by the District at the same rate.

RESOLUTION 2025-06

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT APPOINTING LEGAL COUNSEL FOR THE DISTRICT, AUTHORIZING COMPENSATION AND PROVIDING FOR AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, pursuant to Section 190.011, Florida Statutes, the District’s Board of Supervisors (the “Board”) may contract for the services of consultants to perform planning, engineering, legal or other appropriate services of a professional nature; and

Whereas, the Board desires to appoint a District Counsel and to provide compensation for their services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. Kilinski | Van Wyk PLLC, is appointed as District Counsel and shall be compensated for their services in such capacity in the manner prescribed in Exhibit A.
SECTION 2.   This Resolution shall become effective immediately upon its adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson / Vice Chairperson, Board of Supervisors
Exhibit A:	Attorney Fee Agreement

Exhibit A: Attorney Fee Agreement

517 E. College Avenue, Tallahassee, FL 32301

KILINSKI | VAN WYK PLLC FEE AGREEMENT WILLOW CREEK II CDD

PARTIES
THIS AGREEMENT (“Agreement”) is made and entered into by and between the following parties: Willow Creek II Community Development District (“Client”)
c/o Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager

and

Kilinski | Van Wyk PLLC (“Kilinski | Van Wyk”) 517 E. College Avenue
Tallahassee, Florida 32301

SCOPE OF SERVICES

In consideration of the mutual agreements contained herein, the parties agree as follows:

The Client agrees to employ and retain Kilinski | Van Wyk as its general legal counsel.

Kilinski | Van Wyk accepts such employment and agrees to serve as attorney for and provide legal representation to the Client regarding those matters referenced above.

FEES

The Client agrees to compensate Kilinski | Van Wyk for services rendered regarding any matters covered by this Agreement according to the hourly billing rates for individual Kilinski | Van Wyk lawyers set forth herein, plus actual expenses incurred by Kilinski | Van Wyk in accordance with the attached standard Expense Reimbursement Policy (Attachment A, incorporated herein by reference). For Fiscal Year 2025, the discounted hourly rates will be $350 - $385 per hour for partners, $350 for of counsel lawyers, $265-$295 per hour for associates, and $190 per hour for paralegals. All hourly rates may be increased annually by up to $5 per hour commencing in Fiscal Year 2026.

The Client agrees to pay Kilinski | Van Wyk monthly billings for fees and expenses incurred within thirty (30) days following receipt of a statement from Kilinski | Van Wyk. Kilinski | Van Wyk shall not be

obligated to perform further legal services under this Fee Agreement if any such billing statement remains unpaid longer than thirty (30) days after submittal to and receipt by Client. Non-payment of billing statements shall be a basis for Kilinski | Van Wyk to immediately withdraw from the representation without regard to remaining actions necessitating attention by Kilinski | Van Wyk as part of the representation.

CLIENT FILES

The files and work product materials (“Client File”) of the Client generated or received by Kilinski | Van Wyk will be maintained by Kilinski | Van Wyk in accordance with Florida Bar rules. At the conclusion of the representation, the Client File will be stored by Kilinski | Van Wyk for a minimum of five (5) years. After the five (5) year storage period, the Client hereby acknowledges and consents that Kilinski | Van Wyk may confidentially destroy or shred the Client File, unless Kilinski | Van Wyk is provided a written request from the Client requesting return of the Client File, to which Kilinski | Van Wyk will return the Client File at Client’s expense.

DEFAULT

In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including attorneys’ fees and costs incurred in litigating entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of recoverable attorneys’ fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable. Venue of any such action shall be exclusive in the state courts of the Second Judicial Circuit in and for Leon County, Florida.

CONFLICTS

It is important to disclose that Kilinski | Van Wyk represents a number of special districts, builders, developers, property owners’ associations and other entities throughout Florida relating to community development districts and other special districts. In the course of Kilinski | Van Wyk’s representation of Client, Kilinski | Van Wyk may be asked to represent Client on transactions between Client and the developer and/or builders involved in the Client’s project, when at the same time Kilinski | Van Wyk may be representing such developer and/or builders on matters unrelated to Client. By accepting this Agreement, Client agrees that (1) Client was provided with an explanation of the implications of the common representation(s) and the advantages and risks involved; (2) Kilinski | Van Wyk will be able to provide competent and diligent representation of Client, regardless of Kilinski | Van Wyk’s other representations; and, (3) there is not a substantial risk that Kilinski | Van Wyk’s representation of Client would be materially limited by Kilinski | Van Wyk’s responsibilities to another client, a former client or a third person or by a personal interest. Acceptance of this fee proposal will constitute your waiver of any “conflict” with Kilinski | Van Wyk’s representation of various special districts, builders, developers, property owners’ associations and other entities relating to community development districts and other special districts in Florida.

The Client acknowledges that Kilinski | Van Wyk has, pursuant to Rules 4-1.7 and 4-1.9 of the Rules Regulating the Florida Bar, affirmatively disclosed a potential conflict of interest arising in Kilinski | Van Wyk’s dual representation of the Willow Creek Community Development District. The Client, being fully advised of the effects of said potential conflict of interest, hereby agrees to the waiver of the conflict of interest and consents to Kilinski | Van Wyk’s representation of both the Willow Creek and Willow Creek II Community Development Districts. This waiver and consent shall be further evidenced by the Client’s execution of the conflict of interest disclosure letter attached hereto as Attachment B. To the extent nonwaivable conflicts of interest arise, the Firm agrees it will provide supplemental notice of the same to Client.

TERMINATION

Either party may terminate this Agreement upon providing prior written notice to the other party at its regular place of business. All fees due and payable in accordance with this Agreement shall accrue and become payable pursuant to the terms of this Agreement through the date of termination.

EXECUTION OF AGREEMENT

This Agreement shall be deemed fully executed upon its signing by Kilinski | Van Wyk and the Client. The contract formed between Kilinski | Van Wyk and the Client shall be the operational contract between the parties.

ENTIRE CONTRACT

This Agreement constitutes the entire agreement between the parties.

Accepted and agreed to by:

WILLOW CREEK II CDD

By:
Its: 	 Date: 			KILINSKI | VAN WYK PLLC

By: Jennifer Kilinski
Its: Authorized Member Date: January 14, 2025	

ATTACHMENT A

KILINSKI | VAN WYK PLLC EXPENSE REIMBURSEMENT POLICY

The following is the expense reimbursement policy for the Agreement. All expenses are billed monthly. Billings ordinarily reﬂect expenses for the most recent month, except where there are delays in receiving bills from third party vendors.

Telephone. All telephone charges are billed at an amount approxima�ng actual cost.

Facsimile. There are no charges for faxes.

Postage. Postage is billed at actual cost.

Overnight Delivery. Overnight delivery is billed at actual cost.

Travel. Travel (including airfare, rental cars, taxicabs, hotel, meals, �ps, etc.) is billed at actual cost. Where air travel is required, coach class is used wherever feasible. Out-of-town mileage is billed at the IRS approved reimbursement rate. This policy shall supersede adopted travel policies.

Other Expenses. Other outside expenses, such as court reporters, agency copies, large print projects, etc. are billed at actual cost.

Word Processing and Secretarial Over�me. No charge is made for word processing. No charge is made for secretarial over�me except in major li�ga�on maters where unusual over�me demands are imposed.

ATTACHMENT B

January 14, 2025

Via Hand Delivery
Board of Supervisors
Willow Creek Community Development District
Board of Supervisors
Willow Creek II Community Development District
Re:	Conflict of Interest Waiver Regarding Representation of Willow Creek and Willow Creek II Community Development Districts

Dear Boards of Supervisors,

Kilinski | Van Wyk PLLC (“KVW”), was recently asked to undertake the representation of the Willow Creek II Community Development District (“WC2”) as general counsel. KVW also serves as general counsel for the Willow Creek Community Development District (“WC”, and together with WC2, the “Districts”). For the purposes of this conflict-of-interest waiver, KVW was requested by the Districts to draft an interlocal agreement (the “Interlocal Agreement”) regarding certain costs and expenses to be shared by the Districts which include operation and maintenance of certain common area improvements, landscaping and irrigation improvements, stormwater improvements, amenity improvements, and shared access of the amenity center located within WC2.

This letter is to notify the Districts pursuant to Rules 4-1.7 and 4-1.9, of the Rules Regulating the Florida Bar, of the existence of a potential conflict of interest between WC and WC2 as recipients of the rights and responsibilities of the Interlocal Agreement. Specifically, the risk involved in the potential conflict is that my firm would not be able to fully advocate for either one or both of the Districts in negotiation of the Interlocal Agreement, due to my concurrent representation of both Districts. However, in reviewing the nature of the conflict, KVW is of the opinion that (1) KVW will be able to provide competent and diligent representation of the Districts regardless of KVW’s other representations; (2) KVW’s representation of the District will not be materially limited by KVW’s other responsibilities; and (3) KVW’s representation will not involve the use of information relating to the representation to the disadvantage of either of the Districts in a manner in conflict with Rule 4-1.9. In support thereof, it is important to note that the calculations on which the Interlocal Agreement payment allocation is based was not derived by KVW; rather the methodology for allocation of the costs, the types of improvements to be shared, and the cost factor allocations were all derived by the Districts’ engineer and methodology consultant independent of KVW. The Interlocal Agreement is intended to memorialize the understanding of the cost proportion of said shared improvements between the Districts based on the engineering and financial analysis provided to KVW.
Under the rules governing the Florida Bar, we are ethically obligated to disclose the existence of this conflict to the Districts, and we request that both of the Districts exhibit their

informed consent thereto in writing. Accordingly, on behalf of KVW, I would request that the Districts acknowledge the disclosure of the conflict described herein and waiver thereof by signing this letter and returning a copy to KVW. This conflict waiver is in addition to the general conflict waiver set forth in the agreement between the Firm and each respective District.

Should you have any questions or concerns or should you desire additional information regarding the contents of this letter, please do not hesitate to contact me at (877) 350-0372 or via e-mail at jennifer@cddlawyers.com.

Very truly yours,

Kilinski | Van Wyk PLLC

By signing below, the undersigned acknowledges the disclosure of the conflict described herein and consents to Kilinski | Van Wyk PLLC’s representation of Willow Creek Community Development District and the Willow Creek II Community Development District in the matters described in this letter.

On behalf of Willow Creek Community Development District: By: 	
Name: 	

Title: Chairman

Date: 	

On behalf of Willow Creek II Community Development District By: 	
Name: 	

Title: Vice Chairman

Date: 	

RESOLUTION 2025-07

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A REGISTERED AGENT AND REGISTERED OFFICE OF THE DISTRICT AND PROVIDING FOR AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District is statutorily required to designate a registered agent and a registered office location for the purposes of accepting any process, notice, or demand required or permitted by law to be served upon the District in accordance with Section 189.014(1), Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  Governmental Management Services-South Florida, LLC is hereby designated as the Registered Agent for Willow Creek II Community Development District.

SECTION 2.  The District’s Registered Office shall be located at 5385 N. Nob Hill Road, Sunrise, Florida 33351.
SECTION 3.  In accordance with Section 189.014, Florida Statutes, the District’s Secretary is hereby directed to file certified copies of this Resolution with Brevard County, and the Florida Department of Commerce.
SECTION 4.   This Resolution shall become effective immediately upon adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-08

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT APPOINTING AND FIXING THE COMPENSATION OF THE INTERIM DISTRICT ENGINEER AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, pursuant to Section 190.011, Florida Statutes, the District’s Board of Supervisors (the “Board”) may contract for the services of consultants to perform planning, engineering, legal or other appropriate services of a professional nature; and

Whereas, the Board desires to appoint an Interim District Engineer and to provide compensation for their services.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  Honeycutt & Associates, Inc. is appointed as Interim District Engineer and shall be compensated for their services in such capacity in the manner prescribed in the agreement incorporated herein by reference as Exhibit A.
SECTION 2.  This authorization shall be continuing in nature until the District has undergone the Request for Qualifications process and enters into a continuing services contract with the selected firm.
SECTION 3.   This Resolution shall become effective immediately upon its adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Interim District Engineering Agreement

Exhibit A: Interim District Engineering Agreement

INTERIM DISTRICT ENGINEERING AGREEMENT

This Agreement (“Agreement”) is made and entered into this 14th day of January 2025, by and between:
Willow Creek II Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, with a mailing address c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (“District”); and

Honeycutt & Associates, Inc., a Florida corporation, with a business address of 3700 S, Washington Avenue, Titusville, Florida 32780 (“Engineer”).
RECITALS

Whereas, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes, (“Act”), as amended; and

Whereas, pursuant to the Act, the District was established for the purpose of planning, financing, constructing acquiring, and/or maintaining certain infrastructure improvements and services within the District; and
Whereas, the District intends to employ Engineer on an interim basis to perform engineering, surveying, planning, landscaping, construction administration, environmental management, and permitting, financial and economic studies, as defined by a separate work authorization or work authorizations; and

Whereas, upon authorization, Engineer shall serve as the District’s professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of these services.

Now, Therefore, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:
Recitals.	The Recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.
Scope of Services.

Engineer will provide general engineering services, including the following, subject to work authorizations with hourly or not to exceed amounts pre-authorized by the Board of Supervisors in writing:
Preparation of any necessary reports and attendance at meetings of the Board.
Providing professional engineering services including but not limited to review and execution of documents under the District’s Trust Indentures and monitoring and contract administration associated with District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
Any other items requested by the Board.

Engineer shall, when authorized by the Board by written work authorization, provide general services related to construction of any District projects and shall provide such recommendations for such services as deemed appropriate in his or her professional experience, including, but not limited to:
Periodic visits to the site, part-time or full-time construction management of District projects, as may be recommended by Engineer and authorized by the District.
Processing of contractor’s pay estimates.
Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, direct purchase orders, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
Final inspection and requested certificates for construction including the final certificate of construction.
Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as District’s representative or “Engineer.”
Any other activity related to construction as authorized by the Board.

With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.

Representations. Engineer hereby represents to the District that:

It has the experience and skill to perform the services required to be performed by this Agreement.
It shall design to and comply with applicable federal, state, and local laws, and codes, including without limitation, professional registration and licensing requirements (both corporate and individual for all required basic disciplines) in effect during the term of this Agreement, and shall, if requested by the District, provide certification of compliance with all registration and licensing requirements.
It shall perform said services in accordance with generally accepted professional standards in the most expeditious and economical manner, and to the extent consistent with the best interests of the District.

It is adequately financed to meet any financial obligations it may be required to incur under this Agreement.

METHOD OF AUTHORIZATION. Each service or project shall be authorized in writing by the District. Engineer shall request such work authorizations in its professional capacity as Engineer when it is deemed desirable or necessary and the District is relying on Engineer to make such recommendations when Engineer deems professional engineering services appropriate for the facts and circumstances of any project. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project bring authorized, in substantially the form attached hereto as Exhibit A (“Work Authorization”). Authorization of services or projects under the contract shall be at the sole option of the District but with advice and recommendations by Engineer.

COMPENSATION. It is understood and agreed that the payment of compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:

Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, the District shall require Engineer to execute a truth-in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District determines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the completion of the work contemplated by the lump sum Work Authorization.
Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Exhibit B attached hereto. The District and Engineer may agree to a “not to exceed” amount when utilizing hourly personnel rates for a specific work authorization.

Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:
Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over an authorized project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes.
Expense of reproduction, postage and handling of drawings and specifications.

TERM OF CONTRACT. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the term of this Agreement will be from the time of execution of this Agreement until terminated pursuant the terms herein.

SPECIAL SERVICES. When authorized in writing by the District, additional special consulting services may be utilized by Engineer and paid for on a cost basis with no markup.

BOOKS AND RECORDS. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder (or such longer period to the extent required by Florida’s public records retention laws). The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Ownership of Documents.

All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the “Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.
Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the project. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

ACCOUNTING RECORDS. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.
Reuse of Documents. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with Section 287.055(10), Florida Statutes.

INSURANCE. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:
Workers’ Compensation	Statutory General Liability
Bodily Injury	$1,000,000/$2,000,000
(including Contractual)

Property Damage	$1,000,000/$2,000,000 (including Contractual)
Automobile Liability	Combined Single Limit $1,000,000 Bodily Injury / Property Damage
Professional Liability for
Errors and Omissions	$2,000,000
If any such policy of insurance is a “claims made” policy, and not an “occurrence” policy, Engineer shall, without interruption, and at the District’s option, maintain the insurance during the term of this Agreement and for at least five years after the termination of this Agreement.

The District, its officers, supervisors, agents, professional staff, employees and representatives shall be named as additional insured parties, except with respect to the Worker’s Compensation Insurance and the Professional Liability for Errors and Omissions Insurance both for which only proof of insurance shall be provided. Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Section. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective without written notice to the District per the terms of the applicable policy. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida.

If Engineer 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, Engineer 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.

CONTINGENT FEE. Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
AUDIT. Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of four years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of Engineer involving transactions related to the Agreement. Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or four years after completion of all work under the Agreement.

INDEMNIFICATION. Engineer agrees to indemnify, defend, and hold the District and the District’s officers and employees wholly harmless from liabilities, damages, losses, and costs of any kind, including, but not limited to, reasonable attorney’s fees, which may come against the District and the District’s officers, supervisors, professional staff, representatives and employees, to the extent caused wholly or in part by negligent, reckless, or intentionally wrongful acts, omissions, or defaults by Engineer or persons employed or utilized by Engineer in the course of any work done relating to this Agreement. Only to the extent a limitation on liability is required by Section 725.06 of the Florida Statutes or other applicable law, liability under this section will not exceed the sum of Three Million Dollars and Engineer shall carry, at his own expense, insurance in a company satisfactory to District to cover the aforementioned liability. Engineer agrees such limitation bears a reasonable commercial relationship to the contract and was part of the project specifications or bid documents.

INDIVIDUAL LIABILITY. UNDER THIS AGREEMENT, AND SUBJECT TO THE REQUIREMENTS OF SECTION 558.0035, FLORIDA STATUTES, WHICH REQUIREMENTS ARE EXPRESSLY INCORPORATED HEREIN, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

Sovereign Immunity. Engineer agrees and covenants that nothing in this Agreement shall constitute or be construed as a waiver of District’s limitations on liability pursuant to Section 768.28, Florida Statutes, or any other statute or law.

PUBLIC RECORDS. Engineer agrees and understands that Chapter 119, Florida Statutes, may be applicable to documents prepared in connection with work provided to the District and agrees to cooperate with public record requests made thereunder. In connection with this Agreement, Engineer agrees to comply with all provisions of Florida’s public records laws, including but not limited to Section 119.0701, Florida Statutes, the terms of which are incorporated herein. Among other requirements, Engineer must:
Keep and maintain public records required by the District to perform the service.
Upon request from the District’s custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law.
Ensure that public records that 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 completion of the Agreement if Engineer does not transfer the records to the District.
Upon completion of this Agreement, transfer, at no cost, to the District all public records in possession of Engineer or keep and maintain public records required by the District to perform the service. If Engineer transfers all public records to the District upon completion of this Agreement, Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Engineer keeps and maintains public records upon completion of the Agreement, Engineer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request from the District’s custodian of public records, in a format that is compatible with the information technology systems of the District.

IF	ENGINEER	HAS	QUESTIONS	REGARDING	THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

ENGINEER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954) 721-8681, OR BY EMAIL AT RECORDS@GMSSF.COM, OR BY REGULAR MAIL AT C/O GOVERNMENTAL MANAGEMENT SERVICES-SOUTH FLORIDA, LLC, 5385 N. NOB HILL ROAD, SUNRISE, FLORIDA 33351.
Employment Verification. Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

E-VERIFY. Engineer 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, Engineer 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 Engineer has knowingly violated Section 448.091, Florida Statutes. If Engineer anticipates entering into agreements with a subcontractor for the Work, Engineer 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. Engineer 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 Engineer has otherwise complied with its obligations hereunder, the District shall promptly notify Engineer. Engineer agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, Engineer 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, Engineer represents that no public employer has terminated a contract with Engineer under Section 448.095(5)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

Conflicts of Interest. Engineer shall bear the responsibility for acting in the District’s best interests, shall avoid any conflicts of interest and shall abide by all applicable ethical canons and professional standards relating to conflicts of interest.

SUBCONTRACTORS. Engineer may subcontract portions of the services, subject to the terms of this Agreement and subject to the prior written consent of the District, which may be withheld for any or no reason. Without in any way limiting any terms and conditions set forth in this Agreement, all subcontractors of Engineer shall be deemed to have made all of the representations and warranties of Engineer set forth herein and shall be subject to any and all obligations of Engineer hereunder. Prior to any subcontractor providing any services, Engineer shall obtain from each subcontractor its written consent to and acknowledgment of the terms of this Agreement. Engineer shall be responsible for all acts or omissions of any subcontractors.
Independent Contractor. The District and Engineer agree and acknowledge that Engineer shall serve as an independent contractor of the District. Neither Engineer nor employees of

Engineer, if any, are employees of the District under the meaning or application of any federal or state unemployment, insurance laws, or any other potentially applicable laws. Engineer agrees to assume all liabilities or obligations by any one or more of such laws with respect to employees of Engineer, if any, in the performance of this Agreement. Engineer shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and Engineer shall have no authority to represent as agent, employee, or in any other capacity the District unless set forth differently herein or authorized by vote of the Board.
ASSIGNMENT. Neither the District nor Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.
THIRD PARTIES. Nothing in the Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by operation of law.

Controlling Law. Engineer and the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Venue for any action arising under this Agreement shall be in the State Courts located in Brevard County, Florida.
TERMINATION. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or Engineer may terminate this Agreement without cause upon thirty (30) days’ written notice. At such time as Engineer receives notification of the intent of the District to terminate the contract, Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, Engineer shall not be entitled to consequential damages of any kind (including but not limited to lost profits), but instead Engineer’s sole remedy will be to recover payment for services rendered to the date of the notice of termination, subject to any offsets.
Recovery Of Costs And Fees. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys’ fees at all judicial levels.

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 and formally approved by the Board.

AGREEMENT. This Agreement reflects the negotiated agreement of the parties, each represented by competent legal counsel. Accordingly, this Agreement shall be construed as if both parties jointly prepared it, and no presumption against one party or the other shall govern the interpretation or construction of any of the provisions of this Agreement.

NOTICES. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or sent via electronic mail with read receipt to the Parties, as follows:

A.	If to the District:	Willow Creek II CDD	
	c/o Governmental Management Services-South Florida, LLC	
	5385 N. Nob Hill Road	
	Sunrise, Florida 33351	
	Attn: Andressa Hinz Philippi, District Manager	
	E-mail: AHPhilippi@gmssf.com	

With a copy to:	Kilinski | Van Wyk PLLC
517 E. College Avenue Tallahassee, Florida 32301
Attn: Jennifer Kilinski, District Counsel E-mail: jennifer@cddlawyers.com
B.	If to Engineer:	Honeycutt & Associates, Inc.
3700 S. Washington Avenue Titusville, Florida 32780 Attn: Rodney Honeycutt, P.E. E-mail: rodney@honeycutt.cc
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 Engineer may deliver Notice on behalf of the District and Engineer. 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.

Counterparts. This Agreement may be executed in any number of counterparts. Any party hereto may join into this Agreement by executing any one counterpart. All counterparts when taken together shall constitute but one and the same instrument constituting this Agreement.
Scrutinized Companies. In accordance with Section 287.135, Florida Statutes, Engineer represents that in entering into this Agreement, neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.4725 and 215.473, Florida Statutes, and in the event such status changes, Engineer shall immediately notify the District. If Engineer is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate this Agreement.

Anti-Human Trafficking. Engineer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. Engineer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if Engineer refuses to sign said affidavit, the District may terminate this Agreement immediately.
Public Entity Crimes. Engineer represents that in entering into this Agreement, Engineer has not been placed on the convicted vendor list as described in Section 287.133(3)(a), Florida Statutes, within the last thirty-six (36) months and, if Engineer is placed on the convicted vendor list, Engineer shall immediately notify the District whereupon this Agreement may be terminated by the District.

Foreign Influence. Engineer understands that under Section 286.101, Florida Statutes, that Engineer must disclose any current or prior interest, any contract with, or any grant or gift from a foreign country of concern as that term is defined within the above referenced statute.

Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative of the District and Engineer in the spaces provided below.
In Witness Whereof, the Parties hereto have caused this Agreement to be executed on the day and year first above written.

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Chairperson / Vice Chairperson, Board of Supervisors

HONEYCUTT & ASSOCIATES, INC., a Florida
corporation

Rodney Honeycutt, P.E., Principal

Exhibit A:	Form of Work Authorization Exhibit B:	Hourly Fee Schedule

EXHIBIT A
Form of Work Authorization
Willow Creek II Community Development District City of Titusville, Florida
Subject:	Work Authorization Number 	
Willow Creek II Community Development District

Dear Chairperson, Board of Supervisors:

Honeycutt & Associates, Inc. (“Engineer”) is pleased to submit this work authorization to provide engineering services for Willow Creek II Community Development District (the “District”). We will provide these services pursuant to our current agreement dated January 14, 2025 (“Engineering Agreement”) as follows:
Scope of Work

The District will engage Engineer to: [description of scope of work; or attach scope exhibit]

Fees

The District will [compensate Engineer pursuant to the hourly rate schedule contained in the Engineering Agreement, not to exceed $	. The District will reimburse Engineer all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement.] OR [will compensate Engineer in a flat fee amount of $	, inclusive of all effort, expenses, and costs to complete the work described herein].
This proposal, together with the Engineering Agreement, represents the entire understanding between the District and Engineer with regard to the referenced work authorization. If you wish to accept this work authorization, please return an executed copy to our office. Upon receipt, we will promptly schedule our services.

APPROVED AND ACCEPTED

Willow Creek II
Community Development District

By: 	
Authorized Representative

Date: 		Sincerely,

Honeycutt & Associates, Inc.

By: 	
Authorized Representative

Date: 		

EXHIBIT B
Hourly Fee Schedule

STANDARD HOURLY RATES
DATED JANUARY 1, 2025

Standard Hourly Rates
Standard hourly rates indicated below are subject to change as pay rates change. Principal Registered Engineer	$225.00/hr
Sr. Registered Engineer	$200.00/hr
Sr. Engineer	$175.00/hr
Designer .............................................................................................................$ 90.00/hr
Technician ..........................................................................................................$ 80.00/hr
Secretary/Report Processor ................................................................................$ 80.00/hr

Rates for Normal Reimbursable Expenses are as Follows:

PRINTS	COST
8 ½ x 11	$  0.15 ea./color $0.75 ea.
8 ½ x 14	$  0.20 ea./color $1.00 ea.
11 x 17	$  0.50 ea./color $1.50 ea.
Oversized (36” wide)	 $ 0.67/SF - $4.00/sheet (Bulk Discount*) Vellum	$ 10.00/Sheet
Mylar	$ 20.00/Sheet

Miscellaneous Rates – (Non Contract Items):

Standard Mileage Rate - $ 0.70/mile Postage – Actual Cost

*Bulk Discount for over $300 in printing charges on one invoice – Oversized (36” wide) $3.00/sheet

INTERIM DISTRICT ENGINEERING AGREEMENT

This Agreement (“Agreement”) is made and entered into this 14th day of January 2025, by and between:
Willow Creek II Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, with a mailing address c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (“District”); and

Honeycutt & Associates, Inc., a Florida corporation, with a business address of 3700 S, Washington Avenue, Titusville, Florida 32780 (“Engineer”).
RECITALS

Whereas, the District is a local unit of special-purpose government established pursuant to the Uniform Community Development District Act of 1980, as codified in Chapter 190, Florida Statutes, (“Act”), as amended; and

Whereas, pursuant to the Act, the District was established for the purpose of planning, financing, constructing acquiring, and/or maintaining certain infrastructure improvements and services within the District; and
Whereas, the District intends to employ Engineer on an interim basis to perform engineering, surveying, planning, landscaping, construction administration, environmental management, and permitting, financial and economic studies, as defined by a separate work authorization or work authorizations; and

Whereas, upon authorization, Engineer shall serve as the District’s professional representative in each service or project to which this Agreement applies and will give consultation and advice to the District during performance of these services.

Now, Therefore, for and in consideration of the mutual covenants herein contained, the acts and deeds to be performed by the parties and the payments by the District to Engineer of the sums of money herein specified, it is mutually covenanted and agreed as follows:
Recitals.	The Recitals stated above are true and correct and by this reference are incorporated herein and form a material part of this Agreement.
Scope of Services.

Engineer will provide general engineering services, including the following, subject to work authorizations with hourly or not to exceed amounts pre-authorized by the Board of Supervisors in writing:
Preparation of any necessary reports and attendance at meetings of the Board.
Providing professional engineering services including but not limited to review and execution of documents under the District’s Trust Indentures and monitoring and contract administration associated with District projects. Performance of any other duties related to the provision of infrastructure and services as requested by the Board, District Manager, or District Counsel.
Any other items requested by the Board.

Engineer shall, when authorized by the Board by written work authorization, provide general services related to construction of any District projects and shall provide such recommendations for such services as deemed appropriate in his or her professional experience, including, but not limited to:
Periodic visits to the site, part-time or full-time construction management of District projects, as may be recommended by Engineer and authorized by the District.
Processing of contractor’s pay estimates.
Preparation of, and/or assistance with the preparation of, work authorizations, requisitions, direct purchase orders, change orders and acquisitions for review by the District Manager, District Counsel and the Board.
Final inspection and requested certificates for construction including the final certificate of construction.
Consultation and advice during construction, including performing all roles and actions required of any construction contract between District and any contractor(s) in which Engineer is named as District’s representative or “Engineer.”
Any other activity related to construction as authorized by the Board.

With respect to maintenance of the facilities, Engineer shall render such services as authorized by the Board.

Representations. Engineer hereby represents to the District that:

It has the experience and skill to perform the services required to be performed by this Agreement.
It shall design to and comply with applicable federal, state, and local laws, and codes, including without limitation, professional registration and licensing requirements (both corporate and individual for all required basic disciplines) in effect during the term of this Agreement, and shall, if requested by the District, provide certification of compliance with all registration and licensing requirements.
It shall perform said services in accordance with generally accepted professional standards in the most expeditious and economical manner, and to the extent consistent with the best interests of the District.

It is adequately financed to meet any financial obligations it may be required to incur under this Agreement.

METHOD OF AUTHORIZATION. Each service or project shall be authorized in writing by the District. Engineer shall request such work authorizations in its professional capacity as Engineer when it is deemed desirable or necessary and the District is relying on Engineer to make such recommendations when Engineer deems professional engineering services appropriate for the facts and circumstances of any project. The written authorization shall be incorporated in a work authorization which shall include the scope of work, compensation, project schedule, and special provisions or conditions specific to the service or project bring authorized, in substantially the form attached hereto as Exhibit A (“Work Authorization”). Authorization of services or projects under the contract shall be at the sole option of the District but with advice and recommendations by Engineer.

COMPENSATION. It is understood and agreed that the payment of compensation for services under this Agreement shall be stipulated in each Work Authorization. One of the following methods will be utilized:

Lump Sum Amount - The District and Engineer shall mutually agree to a lump sum amount for the services to be rendered payable monthly in direct proportion to the work accomplished. For any lump-sum or cost-plus-a-fixed-fee professional service contract over the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY FOUR, the District shall require Engineer to execute a truth-in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The price for any lump sum Work Authorization, and any additions thereto, will be adjusted to exclude any significant sums by which the District determines the Work Authorization was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the completion of the work contemplated by the lump sum Work Authorization.
Hourly Personnel Rates - For services or projects where scope of services is not clearly defined, or recurring services or other projects where the District desires to use the hourly compensation rates outlined in Exhibit B attached hereto. The District and Engineer may agree to a “not to exceed” amount when utilizing hourly personnel rates for a specific work authorization.

Reimbursable Expenses. Reimbursable expenses consist of actual expenditures made by Engineer, its employees, or its consultants in the interest of the project for the incidental expenses as listed as follows:
Expenses of transportation and living when traveling in connection with a project, for long distance phone calls and telegrams, and fees paid for securing approval of authorities having jurisdiction over an authorized project. All expenditures shall be made in accordance with Chapter 112, Florida Statutes.
Expense of reproduction, postage and handling of drawings and specifications.

TERM OF CONTRACT. It is understood and agreed that this Agreement is for engineering services. It is further understood and agreed that the term of this Agreement will be from the time of execution of this Agreement until terminated pursuant the terms herein.

SPECIAL SERVICES. When authorized in writing by the District, additional special consulting services may be utilized by Engineer and paid for on a cost basis with no markup.

BOOKS AND RECORDS. Engineer shall maintain comprehensive books and records relating to any services performed under this Agreement, which shall be retained by Engineer for a period of at least four (4) years from and after completion of any services hereunder (or such longer period to the extent required by Florida’s public records retention laws). The District, or its authorized representative, shall have the right to audit such books and records at all reasonable times upon prior notice to Engineer.

Ownership of Documents.

All rights in and title to all plans, drawings, specifications, ideas, concepts, designs, sketches, models, programs, software, creation, inventions, reports, or other tangible work product originally developed by Engineer pursuant to this Agreement (the “Work Product”) shall be and remain the sole and exclusive property of the District when developed and shall be considered work for hire.
Engineer shall deliver all Work Product to the District upon completion thereof unless it is necessary for Engineer in the District’s sole discretion, to retain possession for a longer period of time. Upon early termination of Engineer’s services hereunder, Engineer shall deliver all such Work Product whether complete or not. The District shall have all rights to use any and all Work Product. Engineer shall retain copies of the Work Product for its permanent records, provided the Work Product is not used without the District’s prior express written consent. Engineer agrees not to recreate any Work Product contemplated by this Agreement, or portions thereof, which if constructed or otherwise materialized, would be reasonably identifiable with the project. If said work product is used by the District for any purpose other than that purpose which is intended by this Agreement, the District shall indemnify Engineer from any and all claims and liabilities which may result from such re-use, in the event Engineer does not consent to such use.

The District exclusively retains all manufacturing rights to all materials or designs developed under this Agreement. To the extent the services performed under this Agreement produce or include copyrightable or patentable materials or designs, such materials or designs are work made for hire for the District as the author, creator, or inventor thereof upon creation, and the District shall have all rights therein including, without limitation, the right of reproduction, with respect to such work. Engineer hereby assigns to the District any and all rights Engineer may have including, without limitation, the copyright, with respect to such work. Engineer acknowledges that the District is the motivating factor for, and for the purpose of copyright or patent, has the right to direct and supervise the preparation of such copyrightable or patentable materials or designs.

ACCOUNTING RECORDS. Records of Engineer pertaining to the services provided hereunder shall be kept on a basis of generally accepted accounting principles and shall be available to the District or its authorized representative for observation or audit at mutually agreeable times.
Reuse of Documents. All documents including drawings and specifications furnished by Engineer pursuant to this Agreement are instruments of service. They are not intended or represented to be suitable for reuse by District or others on extensions of the work for which they were provided or on any other project. Any reuse without specific written consent by Engineer will be at the District’s sole risk and without liability or legal exposure to Engineer. All documents including drawings, plans and specifications furnished by Engineer to District are subject to reuse in accordance with Section 287.055(10), Florida Statutes.

INSURANCE. Engineer shall, at its own expense, maintain insurance during the performance of its services under this Agreement, with limits of liability not less than the following:
Workers’ Compensation	Statutory General Liability
Bodily Injury	$1,000,000/$2,000,000
(including Contractual)

Property Damage	$1,000,000/$2,000,000 (including Contractual)
Automobile Liability	Combined Single Limit $1,000,000 Bodily Injury / Property Damage
Professional Liability for
Errors and Omissions	$2,000,000
If any such policy of insurance is a “claims made” policy, and not an “occurrence” policy, Engineer shall, without interruption, and at the District’s option, maintain the insurance during the term of this Agreement and for at least five years after the termination of this Agreement.

The District, its officers, supervisors, agents, professional staff, employees and representatives shall be named as additional insured parties, except with respect to the Worker’s Compensation Insurance and the Professional Liability for Errors and Omissions Insurance both for which only proof of insurance shall be provided. Engineer shall furnish the District with the Certificate of Insurance evidencing compliance with the requirements of this Section. No certificate shall be acceptable to the District unless it provides that any change or termination within the policy periods of the insurance coverage, as certified, shall not be effective without written notice to the District per the terms of the applicable policy. Insurance coverage shall be from a reputable insurance carrier, licensed to conduct business in the state of Florida.

If Engineer 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, Engineer 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.

CONTINGENT FEE. Engineer warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Engineer, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for Engineer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
AUDIT. Engineer agrees that the District or any of its duly authorized representatives shall, until the expiration of four years after expenditure of funds under this Agreement, have access to and the right to examine any books, documents, papers, and records of Engineer involving transactions related to the Agreement. Engineer agrees that payment made under the Agreement shall be subject to reduction for amounts charged thereto that are found on the basis of audit examination not to constitute allowable costs. All required records shall be maintained until an audit is completed and all questions arising therefrom are resolved, or four years after completion of all work under the Agreement.

INDEMNIFICATION. Engineer agrees to indemnify, defend, and hold the District and the District’s officers and employees wholly harmless from liabilities, damages, losses, and costs of any kind, including, but not limited to, reasonable attorney’s fees, which may come against the District and the District’s officers, supervisors, professional staff, representatives and employees, to the extent caused wholly or in part by negligent, reckless, or intentionally wrongful acts, omissions, or defaults by Engineer or persons employed or utilized by Engineer in the course of any work done relating to this Agreement. Only to the extent a limitation on liability is required by Section 725.06 of the Florida Statutes or other applicable law, liability under this section will not exceed the sum of Three Million Dollars and Engineer shall carry, at his own expense, insurance in a company satisfactory to District to cover the aforementioned liability. Engineer agrees such limitation bears a reasonable commercial relationship to the contract and was part of the project specifications or bid documents.

INDIVIDUAL LIABILITY. UNDER THIS AGREEMENT, AND SUBJECT TO THE REQUIREMENTS OF SECTION 558.0035, FLORIDA STATUTES, WHICH REQUIREMENTS ARE EXPRESSLY INCORPORATED HEREIN, AN INDIVIDUAL EMPLOYEE OR AGENT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

Sovereign Immunity. Engineer agrees and covenants that nothing in this Agreement shall constitute or be construed as a waiver of District’s limitations on liability pursuant to Section 768.28, Florida Statutes, or any other statute or law.

PUBLIC RECORDS. Engineer agrees and understands that Chapter 119, Florida Statutes, may be applicable to documents prepared in connection with work provided to the District and agrees to cooperate with public record requests made thereunder. In connection with this Agreement, Engineer agrees to comply with all provisions of Florida’s public records laws, including but not limited to Section 119.0701, Florida Statutes, the terms of which are incorporated herein. Among other requirements, Engineer must:
Keep and maintain public records required by the District to perform the service.
Upon request from the District’s custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law.
Ensure that public records that 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 completion of the Agreement if Engineer does not transfer the records to the District.
Upon completion of this Agreement, transfer, at no cost, to the District all public records in possession of Engineer or keep and maintain public records required by the District to perform the service. If Engineer transfers all public records to the District upon completion of this Agreement, Engineer shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Engineer keeps and maintains public records upon completion of the Agreement, Engineer shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request from the District’s custodian of public records, in a format that is compatible with the information technology systems of the District.

IF	ENGINEER	HAS	QUESTIONS	REGARDING	THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

ENGINEER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954) 721-8681, OR BY EMAIL AT RECORDS@GMSSF.COM, OR BY REGULAR MAIL AT C/O GOVERNMENTAL MANAGEMENT SERVICES-SOUTH FLORIDA, LLC, 5385 N. NOB HILL ROAD, SUNRISE, FLORIDA 33351.
Employment Verification. Engineer agrees that it shall bear the responsibility for verifying the employment status, under the Immigration Reform and Control Act of 1986, of all persons it employs in the performance of this Agreement.

E-VERIFY. Engineer 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, Engineer 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 Engineer has knowingly violated Section 448.091, Florida Statutes. If Engineer anticipates entering into agreements with a subcontractor for the Work, Engineer 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. Engineer 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 Engineer has otherwise complied with its obligations hereunder, the District shall promptly notify Engineer. Engineer agrees to immediately terminate the agreement with the subcontractor upon notice from the District. Further, absent such notification from the District, Engineer 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, Engineer represents that no public employer has terminated a contract with Engineer under Section 448.095(5)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

Conflicts of Interest. Engineer shall bear the responsibility for acting in the District’s best interests, shall avoid any conflicts of interest and shall abide by all applicable ethical canons and professional standards relating to conflicts of interest.

SUBCONTRACTORS. Engineer may subcontract portions of the services, subject to the terms of this Agreement and subject to the prior written consent of the District, which may be withheld for any or no reason. Without in any way limiting any terms and conditions set forth in this Agreement, all subcontractors of Engineer shall be deemed to have made all of the representations and warranties of Engineer set forth herein and shall be subject to any and all obligations of Engineer hereunder. Prior to any subcontractor providing any services, Engineer shall obtain from each subcontractor its written consent to and acknowledgment of the terms of this Agreement. Engineer shall be responsible for all acts or omissions of any subcontractors.
Independent Contractor. The District and Engineer agree and acknowledge that Engineer shall serve as an independent contractor of the District. Neither Engineer nor employees of

Engineer, if any, are employees of the District under the meaning or application of any federal or state unemployment, insurance laws, or any other potentially applicable laws. Engineer agrees to assume all liabilities or obligations by any one or more of such laws with respect to employees of Engineer, if any, in the performance of this Agreement. Engineer shall not have any authority to assume or create any obligation, express or implied, on behalf of the District and Engineer shall have no authority to represent as agent, employee, or in any other capacity the District unless set forth differently herein or authorized by vote of the Board.
ASSIGNMENT. Neither the District nor Engineer shall assign, sublet, or transfer any rights under or interest in this Agreement without the express written consent of the other. Nothing in this paragraph shall prevent Engineer from employing such independent professional associates and consultants as Engineer deems appropriate, pursuant to the terms of this Agreement.
THIRD PARTIES. Nothing in the Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred by operation of law.

Controlling Law. Engineer and the District agree that this Agreement shall be controlled and governed by the laws of the State of Florida. Venue for any action arising under this Agreement shall be in the State Courts located in Brevard County, Florida.
TERMINATION. The District may terminate this Agreement for cause immediately upon notice to Engineer. The District or Engineer may terminate this Agreement without cause upon thirty (30) days’ written notice. At such time as Engineer receives notification of the intent of the District to terminate the contract, Engineer shall not perform any further services unless directed to do so in writing by the District. In the event of any termination or breach of any kind, Engineer shall not be entitled to consequential damages of any kind (including but not limited to lost profits), but instead Engineer’s sole remedy will be to recover payment for services rendered to the date of the notice of termination, subject to any offsets.
Recovery Of Costs And Fees. In the event either party is required to enforce this Agreement by court proceedings or otherwise, then the prevailing party shall be entitled to recover from the other party all costs incurred, including reasonable attorneys’ fees at all judicial levels.

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 and formally approved by the Board.

AGREEMENT. This Agreement reflects the negotiated agreement of the parties, each represented by competent legal counsel. Accordingly, this Agreement shall be construed as if both parties jointly prepared it, and no presumption against one party or the other shall govern the interpretation or construction of any of the provisions of this Agreement.

NOTICES. All notices, requests, consents and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or sent via electronic mail with read receipt to the Parties, as follows:

A.	If to the District:	Willow Creek II CDD	
	c/o Governmental Management Services-South Florida, LLC	
	5385 N. Nob Hill Road	
	Sunrise, Florida 33351	
	Attn: Andressa Hinz Philippi, District Manager	
	E-mail: AHPhilippi@gmssf.com	

With a copy to:	Kilinski | Van Wyk PLLC
517 E. College Avenue Tallahassee, Florida 32301
Attn: Jennifer Kilinski, District Counsel E-mail: jennifer@cddlawyers.com
B.	If to Engineer:	Honeycutt & Associates, Inc.
3700 S. Washington Avenue Titusville, Florida 32780 Attn: Rodney Honeycutt, P.E. E-mail: rodney@honeycutt.cc
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 Engineer may deliver Notice on behalf of the District and Engineer. 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.

Counterparts. This Agreement may be executed in any number of counterparts. Any party hereto may join into this Agreement by executing any one counterpart. All counterparts when taken together shall constitute but one and the same instrument constituting this Agreement.
Scrutinized Companies. In accordance with Section 287.135, Florida Statutes, Engineer represents that in entering into this Agreement, neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.4725 and 215.473, Florida Statutes, and in the event such status changes, Engineer shall immediately notify the District. If Engineer is found to have submitted a false statement, has been placed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or has been engaged in business operations in Cuba or Syria, or is now or in the future on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel, the District may immediately terminate this Agreement.

Anti-Human Trafficking. Engineer certifies, by acceptance of this Agreement, that neither it nor its principals utilize coercion for labor or services as defined in Section 787.06, Florida Statutes. Engineer agrees to execute an affidavit in compliance with Section 787.06(13), Florida Statutes, and acknowledges that if Engineer refuses to sign said affidavit, the District may terminate this Agreement immediately.
Public Entity Crimes. Engineer represents that in entering into this Agreement, Engineer has not been placed on the convicted vendor list as described in Section 287.133(3)(a), Florida Statutes, within the last thirty-six (36) months and, if Engineer is placed on the convicted vendor list, Engineer shall immediately notify the District whereupon this Agreement may be terminated by the District.

Foreign Influence. Engineer understands that under Section 286.101, Florida Statutes, that Engineer must disclose any current or prior interest, any contract with, or any grant or gift from a foreign country of concern as that term is defined within the above referenced statute.

Acceptance. Acceptance of this Agreement is indicated by the signature of the authorized representative of the District and Engineer in the spaces provided below.
In Witness Whereof, the Parties hereto have caused this Agreement to be executed on the day and year first above written.

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Chairperson / Vice Chairperson, Board of Supervisors

HONEYCUTT & ASSOCIATES, INC., a Florida
corporation

Rodney Honeycutt, P.E., Principal

Exhibit A:	Form of Work Authorization Exhibit B:	Hourly Fee Schedule

EXHIBIT A
Form of Work Authorization
Willow Creek II Community Development District City of Titusville, Florida
Subject:	Work Authorization Number 	
Willow Creek II Community Development District

Dear Chairperson, Board of Supervisors:

Honeycutt & Associates, Inc. (“Engineer”) is pleased to submit this work authorization to provide engineering services for Willow Creek II Community Development District (the “District”). We will provide these services pursuant to our current agreement dated January 14, 2025 (“Engineering Agreement”) as follows:
Scope of Work

The District will engage Engineer to: [description of scope of work; or attach scope exhibit]

Fees

The District will [compensate Engineer pursuant to the hourly rate schedule contained in the Engineering Agreement, not to exceed $	. The District will reimburse Engineer all direct costs which include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Agreement.] OR [will compensate Engineer in a flat fee amount of $	, inclusive of all effort, expenses, and costs to complete the work described herein].
This proposal, together with the Engineering Agreement, represents the entire understanding between the District and Engineer with regard to the referenced work authorization. If you wish to accept this work authorization, please return an executed copy to our office. Upon receipt, we will promptly schedule our services.

APPROVED AND ACCEPTED

Willow Creek II
Community Development District

By: 	
Authorized Representative

Date: 		Sincerely,

Honeycutt & Associates, Inc.

By: 	
Authorized Representative

Date: 		

EXHIBIT B
Hourly Fee Schedule

REQUEST FOR QUALIFICATIONS (“RFQ”) FOR ENGINEERING SERVICES FOR WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
Willow Creek II Community Development District (the “District”), located in the City of Titusville, Florida, announces that professional engineering services will be required on a continuing basis for the District. The engineering firm selected will act in the general capacity of District Engineer and, if so authorized, may provide general engineering services as well as engineering services on an ongoing basis and for the design and construction administration associated with the District’s capital improvement plan. The District may select one or more engineering firms to provide engineering services on an ongoing basis.
Any firm or individual (“Applicant”) desiring to provide professional services to the District must:
1) hold applicable federal, state and local licenses; 2) be authorized to do business in Florida in accordance with Florida law; and 3) furnish a statement (“Qualification Statement”) of its qualifications and past experience on U.S. General Service Administration’s “Architect-Engineer Qualifications, Standard Form No. 330,” with pertinent supporting data. Among other things, Applicants must submit information relating to: a) the ability and adequacy of the Applicant’s professional personnel; b) whether the Applicant is a certified minority business enterprise; c) the Applicant’s willingness to meet time and budget requirements;
d) the Applicant’s past experience and performance, including but not limited to past experience as a District Engineer for any community development districts and past experience in Brevard County, Florida;
e) the geographic location of the Applicant’s headquarters and offices; f) and the current and projected workloads of the Applicant. Further, each Applicant must identify the specific individual affiliated with the Applicant who would be handling District meetings, construction services, and other engineering tasks.

The District will review all Applicants and will comply with Florida law, including the Consultant’s Competitive Negotiations Act, Chapter 287, Florida Statutes (“CCNA”). All Applicants must submit one electronic copy and one hard copy of Standard Form No. 330 and Qualification Statement by 12:00 p.m. on 	, 2025 and to the attention of Governmental Management Services-South Florida, LLC, c/o Andressa Hinz Philippi, 5385 N. Nob Hill Road, Sunrise, Florida 33351; Ph: (954) 721-8681 (“District Manager’s Office”).

The Board of Supervisors shall select and rank the Applicants using the requirements set forth in the CCNA and the evaluation criteria on file with the District Manager’s Office, and the highest ranked Applicant will be requested to enter into contract negotiations. If an agreement cannot be reached between the District and the highest ranked Applicant, negotiations will cease and begin with the next highest ranked Applicant, and if these negotiations are unsuccessful, will continue to the third highest ranked Applicant. The District reserves the right to reject any and all Qualification Statements. Additionally, there is no express or implied obligation for the District to reimburse Applicants for any expenses associated with the preparation and submittal of the Qualification Statements in response to this request.

Any protest regarding the terms of this Notice, or the evaluation criteria on file with the District Manager’s Office, must be filed in writing with the District Manager’s Office, within seventy-two (72) hours after the publication of this Notice. The formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days after the initial notice of protest was filed. Failure to timely file a notice of protest or failure to timely file a formal written protest shall constitute a waiver of any right to object or protest with respect to aforesaid Notice or evaluation criteria provisions. Any person who files a notice of protest shall provide to the District, simultaneous with the filing of the notice, a protest bond with a responsible surety to be approved by the District and in the amount of Ten Thousand Dollars ($10,000.00).

Any and all questions relative to this RFQ shall be directed in writing by e-mail only to Andressa Hinz Philippi at AHPhilippi@gmssf.com with e-mail copy to Jennifer Kilinski at jennifer@cddlawyers.com.

 	

Publish on	(must be published at least 14 days prior to submittal deadline)

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DISTRICT ENGINEER REQUEST FOR QUALIFICATIONS
COMPETITIVE SELECTION CRITERIA

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

Consider the capabilities and experience of key personnel within the firm including certification, training, and education; affiliations and memberships with professional organizations; etc.
Consultant’s Past Performance	(Weight: 25 Points)

Past performance for other Community Development Districts in other contracts; amount of experience on similar projects; character, integrity, reputation of respondent; etc.
Geographic Location	(Weight: 20 Points)

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

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

Consider the consultant’s ability and desire to meet time and budget requirements including rates, staffing levels and past performance on previous projects; etc.
Certified Minority Business Enterprise	(Weight: 5 Points)

Consider whether the firm is a Certified Minority Business Enterprise. Award either all eligible points or none.
Recent, Current and Projected Workloads	(Weight: 10 Points) Consider the recent, current and projected workloads of the firm.

RESOLUTION 2025-09

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A PUBLIC DEPOSITORY FOR FUNDS OF THE DISTRICT; AUTHORIZING CERTAIN OFFICERS OF THE DISTRICT TO EXECUTE AND DELIVER ANY AND ALL FINANCIAL REPORTS REQUIRED BY RULE, STATUTE, LAW, ORDINANCE OR REGULATION; AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the Board of Supervisors of the District (the “Board”) is statutorily authorized to select a depository as defined in Section 280.02, Florida Statutes, which meets all the requirements of Chapter 280, Florida Statutes, and has been designated by the State Chief Financial Officer as a qualified public depository; and
Whereas, the District has had no District revenues and has therefore made no public deposits nor has the District heretofore delegated to a Treasurer, or to any other person, responsibility for handling public deposits; and

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

Whereas, the Board, having organized by appointing a Treasurer and other officers, is now in a position to select a public depository and to comply with the requirements for public depositors; and
Whereas, the Board wishes to designate a public depository for District funds.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.		, is hereby designated as the public depository for funds of the District.
Section 2.	In accordance with Section 280.17(2), Florida Statutes, the District’s Secretary is hereby directed to take the following steps:
Ensure that the name of the District is on the account or certificate or other form provided to the District by the qualified public depository in a manner sufficient to identify that the account is a Florida public deposit.
Execute the form prescribed by the Chief Financial Officer for identification of each public deposit account and obtain acknowledgement of receipt on the form from the qualified public depository at the time of opening the account.
Maintain the current public deposit identification and acknowledgement form as a valuable record.

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

SECTION 4.  The District Manager, Treasurer, and/or Assistant Treasurer are hereby authorized on behalf of the District to execute and deliver any and all other financial reports required by any other rule, statute, law, ordinance or regulation.

Section 5.	This Resolution shall take effect immediately upon adoption.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-10

 	

 	

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DIRECTING GOVERNMENTAL MANAGEMENT SERVICES-SOUTH FLORIDA, LLC TO ESTABLISH A LOCAL BANK ACCOUNT AT	FOR THE DISTRICT AND

APPOINT

AND

AS SIGNORS ON

THE ACCOUNT AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, and situated entirely within the City of Titusville, Florida; and

 	

Whereas, the District’s Board of Supervisors desires to establish a local bank account for the

District and appoint

and

as signors on the account.

NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT THAT:
Section 1. Governmental Management Services-South Florida, LLC is directed to establish a

 	

local bank account at	for the District.

 	

Section 2.
on the account.

and

shall be appointed as signors

Section 3. This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-11

A RESOLUTION SETTING FORTH THE POLICY OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT BOARD OF SUPERVISORS WITH REGARD TO THE SUPPORT AND LEGAL DEFENSE OF THE BOARD OF SUPERVISORS, DISTRICT OFFICERS, AND RETAINED STAFF; AND PROVIDING AN EFFECTIVE DATE.
Whereas, the Board of Supervisors (the “Board”) and the officers and staff of Willow Creek II Community Development District (the “District”) are constantly presented with the necessity for making decisions regarding various phases of the District policy and management; and

Whereas, it is absolutely essential to the effective operation of the District that such decisions be made in an environment where the threat of personal liability for the members of the Board and its officers and staff is maintained at a minimum; and

Whereas, the Board wishes to formalize a policy with regard to the support and legal-protection of the Board and its officers and staff to reduce the threat of personal liability to such individuals and allow for an effective decision-making environment.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  As set forth in this Resolution, the District, in accordance with Florida law, agrees that the following Board members, officers, and staff (together, the “Indemnitees”) of the District, shall be provided the benefit of the indemnification, support and legal defense provisions provided in this Resolution:

All members of the Board of Supervisors; and
Secretary and Assistant Secretaries, Treasurer and Assistant Treasurers, and other District officers, as well as District Staff (e.g., the District Manager, the District Engineer, and District Counsel).

SECTION 2.  As set forth in this Resolution and in accordance with Sections 111.07 and 768.28, Florida Statutes, the District hereby agrees to provide legal representation to defend any and all civil actions, including federal civil rights and other federal civil claims, arising from a complaint for damages or injuries suffered as a result of any action or omission of action of all Indemnitees, present or former, arising out of and in the scope of his or her employment or function, unless, in the case of a tort action, the Indemnitee acted in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. Defense of such civil actions includes, but is not limited to, any civil rights lawsuit seeking relief personally against any Indemnitee for an act or omission under color of state law, custom or usage, wherein it is alleged that such Indemnitee has deprived another person of rights secured under the Federal Constitution or laws, including, by way of example, actions under 42
U.S.C. §1983 or other federal statute. The District further agrees to provide legal representation to defend against any other litigation arising against an Indemnitee from the performance of their official duties while serving a public purpose, including civil, administrative or criminal actions as permitted by law. By these provisions, the District does not waive any immunity from liability or limited waiver of such immunity as granted under Florida law. Rather, the District is stating that to the extent the State does not protect the Board and its officers from liability through its laws, the District is committed to doing so to the extent described in this Resolution and as permitted by law.

SECTION 3.  The District may insure itself in order to cover all reasonable costs and fees directly arising out of or in connection with any legal claim or suit that directly results from a decision or act made by an Indemnitee while performing the duties and functions of his or her position.

SECTION 4.  This Resolution is intended to evidence the District’s support of Indemnitees who perform acts and render decisions in the good faith performance of their duties and functions. The District will neither support nor defend those actions or omissions committed by an individual outside the scope of his or her office or committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. By adoption of this Resolution, the Indemnitee(s) in question are each presumed to have acted within the scope of his or her office and are presumed to be acting in good faith, without a malicious purpose, and not in a manner exhibiting wanton and willful disregard of human rights, safety, or property. The District’s Board of Supervisors may overcome this presumption only by unanimous vote of those participating and voting, in accordance with Section 7 herein.

SECTION 5.   In the event that the District has expended funds to provide an attorney to defend a Indemnitee who is found to be personally liable by virtue of actions outside the scope of his or her employment or function, or is found to have acted in bad faith, with malicious purpose, or in a manner exhibiting wanton and willful disregard of human rights, safety, or property, the individual shall be required to reimburse the District for funds so expended. The District may recover such funds in a civil action against such individual.

SECTION 6.  The District agrees to pay any final judgment, including damages, fines, penalties, or other damages, costs, and attorneys’ fees and costs, arising from any complaint for damages or injuries suffered as a result of any action or omission of action of any Indemnitee as described in Section 111.07, Florida Statutes. If the action arises under Section 768.28, Florida Statutes, as a tort claim, the limitations and provisions of that section governing payment shall apply. If the action is a civil rights action arising under 42 U.S.C. §1983, or similar federal statutes, payment for the full amount of judgment may be made unless the individual has been determined in the final judgment to have caused the harm intentionally. The District agrees to pay any compromise or settlement of any claim or litigation described in this paragraph; provided, however, that the District determines such compromise or settlement to be in the District’s best interest.
SECTION 7.  To rebut the presumption of the automatic payment of judgments or provision of legal representation pursuant to this Resolution, at least one of the following determinations shall be made by a unanimous decision of the District’s Board of Supervisors participating and voting:

The actions of the Indemnitee were outside the scope of his or her duties and authority; or
The acts or omissions of the Indemnitee constituted bad faith, malicious purpose, intentional infliction of harm, or were done in a manner exhibiting wanton and willful disregard of human rights, safety, or property; or

The Indemnitee received financial profit or advantage to which he or she was not legally entitled.

SECTION 8. To ensure the provision of legal representation pursuant to this Resolution, the following must be met:

A copy of the summons, complaint, notice, demand letter, or other document or pleading in the action, or a letter setting forth the substance of any claim or complaint, must be delivered to the District Chairperson, Vice Chairperson, District Manager, or District Counsel within fourteen

(14) calendar days after actual receipt of any such document together with a specific request in writing that the District defend or provide representation for the Indemnitee; and
The Indemnitee must cooperate continuously and fully with the District in the defense of the action.
Section 9.	Any indemnification, legal defense, or other protection provided pursuant to this representation shall not extend to:

Consulting or other outside professional or business activities for which the Indemnitee received financial or other material compensation, which are outside the scope of his or her District duties and authority; and
Any independent contractor for whom defense or indemnification is not authorized pursuant to Section 1(b) of this Resolution, unless the Board votes to authorize such indemnification, legal defense, or other protection; and

Any fine, penalty, or other punishment imposed as a result of conviction for a criminal offense, and any legal fees and costs incurred to defend criminal prosecution in which a conviction is obtained; and

Claims brought against the Indemnitee by the District’s Board of Supervisors; and
Any indemnification or defense prohibited by law.

Section 10.	In the event legal representation or defense is provided pursuant to this Resolution, the Indemnitee may either:
Retain legal counsel appointed by the District, in which case legal counsel shall be paid directly by the District; or

Retain legal counsel chosen by the Indemnitee, in which case the District shall have the right to:
Approve, in advance, any agreement for legal fees or disbursements; and

Pay all or part of the legal fees, costs, and other disbursements, and to set a maximum for legal fees, costs, and other disbursements; and
Direct the defense and settle or compromise the action or claim; and

Reduce or offset any monies that may be payable by the District by any court costs or attorneys’ fees awarded to the Indemnitee.

Section 11.	The benefits of the policy adopted in this Resolution shall not enlarge the rights that would have been available to any third-party plaintiff or claimant in the absence of this policy.
Section 12.	To the extent permitted by law, this policy shall inure to the benefit of the heirs, personal representatives, and estate of the Board member and/or officer.

SECTION 13.  The District reserves the right to change, modify, or withdraw this Resolution in its sole discretion, except as to actions, demand or other claims based on acts or omissions that occurred before the effective change, modification, or withdrawal of this Resolution.

SECTION 14.  This Resolution shall be effective as of its adoption on the date listed below and shall apply to any acts or omissions occurring after that date.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-12

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT RATIFYING THE RECORDING OF THE NOTICE OF ESTABLISHMENT OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District was established by Ordinance No. 47-2024, adopted by the City Council of the City of Titusville, Florida, which became effective on 	, 2024; and

Whereas, Section 190.0485, Florida Statutes, requires a “Notice of Establishment” to be filed within 30 days after the effective date of the rule; and
Whereas, the organizational meeting of the District’s Board of Supervisors was scheduled for January 14, 2025; and

Whereas, Kilinski | Van Wyk PLLC, arranged for the recording of the “Notice of Establishment of Willow Creek II Community Development District” with Brevard County to ensure compliance with Florida law and was authorized to take such necessary actions.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  AUTHORIZATION OR RATIFICATION. The actions of Kilinski | Van Wyk PLLC in recording the Notice of Establishment, attached hereto as Exhibit A, of Willow Creek II Community Development District are hereby ratified.

Section 2. Effective Date. This Resolution shall become effective immediately upon its adoption.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson / Vice Chairperson, Board of Supervisors
Exhibit A:	Notice of Establishment

Exhibit A: Notice of Establishment

This instrument was prepared by
and upon recording should be returned to:
JENNIFER KILINSKI, ESQ. KILINSKI | VAN WYK PLLC
517 E. College Avenue Tallahassee, Florida 32301

NOTICE OF ESTABLISHMENT OF THE
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
PLEASE TAKE NOTICE that on December 10, 2024, and pursuant to a petition filed by KB Home Orlando LLC, the City Council of the City of Titusville, Florida enacted Ordinance No. 47-2024, which became effective December 10, 2024, establishing the Willow Creek II Community Development District (“District”). The legal description of the lands encompassed within the District is attached hereto as Exhibit A. The District is a special-purpose form of local government established pursuant to and governed by Chapter 190, Florida Statutes. More information on the powers, responsibilities, and duties of the District may be obtained by examining Chapter 190, Florida Statutes, or by contacting the District’s registered agent as designated to the Department of Economic Opportunity under Section 189.014, Florida Statutes.
THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT MAY IMPOSE AND LEVY TAXES OR ASSESSMENTS, OR BOTH TAXES AND ASSESSMENTS, ON THIS PROPERTY. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES AND SERVICES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND OTHER LOCAL GOVERNMENT TAXES AND ASSESSMENTS AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW.

[THIS SPACE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, this Notice has been executed on this 	 day of January, 2025, and recorded in the Official Records of Brevard County, Florida.

Jennifer Kilinski, District Counsel Kilinski | Van Wyk PLLC

Witness	Witness

Print Name	Print Name
Address: 		Address: 	

STATE OF FLORIDA COUNTY OF 	

The foregoing instrument was acknowledged before me by means of  physical presence or  online notarization, this     day of January, 2025, by Jennifer Kilinski, as District Counsel of Willow Creek II Community Development District, who appeared before me this day in person, and who is either  personally known to me, or  produced 	 as identification.

(NOTARY SEAL)	

NOTARY PUBLIC, STATE OF FLORIDA
Name:	 (Name of Notary Public, Printed, Stamped or Typed as Commissioned)	

Exhibit A:
Legal Description

RESOLUTION 2025-13

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ALTERNATIVE INVESTMENT GUIDELINES FOR INVESTING PUBLIC FUNDS IN EXCESS OF AMOUNTS NEEDED TO MEET CURRENT OPERATING EXPENSES, IN ACCORDANCE WITH SECTION 218.415(17), FLORIDA STATUTES, AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District’s Board of Supervisors (the “Board”) is required to adopt an investment policy in accordance with Section 218.415, Florida Statutes; and

Whereas, the Board desires to adopt the alternative investment guidelines for the investment of public funds in excess of amounts needed to meet current operating expenses, in accordance with Section 218.415, Florida Statutes.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  The District hereby adopts the alternative investment guidelines for the investment of public funds in excess of the amounts needed to meet current operating expenses, in accordance with Section 218.415(17), Florida Statutes. The District may invest in the following instruments and may divest itself of investments, at prevailing prices or rates:

The Local Government Surplus Trust Fund, or any intergovernmental investment pool authorized pursuant to the Florida Interlocal Cooperation Act, as provided in Section 163.01, Florida Statutes.
Securities and Exchange Commission registered money market funds with the highest credit quality rating from a nationally recognized rating agency.
Interest-bearing time deposits or savings accounts in qualified public depositories as defined in Section 280.02, Florida Statutes.
Direct obligations of the U.S. Treasury.
SECTION 2.  Securities listed in paragraphs (c) and (d) shall be invested to provide sufficient liquidity to pay obligations as they come due.
SECTION 3.  This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed.
[signature on following page]

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-14

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE DISTRICT MANAGER OR TREASURER TO EXECUTE THE PUBLIC DEPOSITORS REPORT; AUTHORIZING THE EXECUTION OF ANY OTHER FINANCIAL REPORTS AS REQUIRED BY LAW; PROVIDING AN EFFECTIVE DATE
Whereas, the Board of Supervisors (the “Board”) of Willow Creek II Community Development District (the “District”) has established the positions of District Manager and Treasurer for the purposes of maintaining the financial records of the District; and

Whereas, the District desires to authorize District staff to execute Public Depositor Report and all other financial reports required by law.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  The District Manager or Treasurer are hereby authorized, on behalf of the District, to execute the Public Depositor Report and to transmit same to the Treasurer of the State of Florida as required by Chapter 280, Florida Statutes, as amended, and any and all other financial reports required by any other rule, statute, law, ordinance or regulation.

SECTION 2.   This Resolution shall take effect immediately upon adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-15

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE PUBLIC’S OPPORTUNITY TO BE HEARD; DESIGNATING PUBLIC COMMENT PERIODS; DESIGNATING A PROCEDURE TO IDENTIFY INDIVIDUALS SEEKING TO BE HEARD; ADDRESSING PUBLIC DECORUM; ADDRESSING EXCEPTIONS; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and

Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt resolutions as may be necessary for the conduct of District business; and
Whereas, Section 286.0114, Florida Statutes, requires that members of the public be given a reasonable opportunity to be heard on a proposition before a board or commission; and

Whereas, Section 286.0114, Florida Statutes, sets forth guidelines for rules and policies that govern the public’s opportunity to be heard at a public meeting; and
Whereas, the District’s Board of Supervisors (the “Board”) finds that it is in the best interests of the District to adopt by resolution a policy (the “Public Comment Policy”) for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.  Designating Public Comment Periods. The District’s Chairperson, his or her designee, or such other person conducting a District meeting (the “Presiding Officer”), shall ensure that there is at least one (1) period of time (the “Public Comment Period”) in the District’s meeting agenda whereby the public has an opportunity to be heard on propositions before the Board, as follows:
An initial Public Comment Period shall be provided at the start of each Board meeting before consideration of any propositions by the Board. In the event there are propositions that come before the Board that are not listed on the agenda, the Presiding Officer shall announce a Public Comment Period on such proposition prior to the Board voting on the matter.

Speakers shall be permitted to address any agenda item during the initial Public Comment Period. Speakers shall be permitted to address any non-agenda matters of personal or general concern during the Public Comment Period provided after the conclusion of the District’s business items.

Individuals wishing to make a public comment are limited to three (3) minutes per person. Potential speakers may not assign his/her three (3) minutes to extend another speaker’s time.
The Presiding Officer may extend or reduce the time periods set forth herein in order to facilitate orderly and efficient District business, provided however that a reasonable opportunity for public comment shall be provided consistent with the requirements of Section 286.0114, Florida

Statutes. The Presiding Officer may also elect to set and announce additional Public Comment Periods if he or she deems it appropriate.
Section 2.	Designating a Procedure to Identify Individuals Seeking to be
Heard. Unless otherwise directed and declared by the Presiding Officer, individuals seeking to be heard on propositions before the Board shall identify themselves by a show of hands at the beginning of each Public Comment Period, as announced by the Presiding Officer. Alternatively, in the event that public attendance is high, and/or if otherwise in the best interests of the District in order to facilitate efficient and orderly District business, the Presiding Officer may require individuals to complete speaker cards that include the individual’s name, address, the proposition on which they wish to be heard, the individual’s position on the proposition (i.e., “for,” “against,” or “undecided”), and if appropriate, to indicate the designation of a representative to speak for the individual or the individual’s group. In the event large groups of individuals desire to speak, the Presiding Officer may require each group to designate a representative to speak on behalf of such group. Any attorney hired to represent an individual or company’s interests before the Board shall notify the Board of such representation prior to proving any public comment.
Sections 1 and 2 herein shall be deemed to apply only to District Board meetings, but the Presiding Officer of a District workshop in his or her discretion may elect to apply such Sections to District workshops.

Section 3. Public Decorum. The following policies govern public decorum at public meetings and workshops:
Each person addressing the Board shall proceed to the place assigned for speaking and should state his or her name and address in an audible tone of voice for the public record.
All remarks shall be addressed to the Board as a body and not to any member thereof or to any staff member. No person other than a Board Supervisor or District staff member shall be permitted to enter into any discussion with an individual speaker while he or she has the floor, without the permission of the Presiding Officer.
Nothing herein shall be construed to prohibit the Presiding Officer from maintaining orderly conduct and proper decorum in a public meeting. Speakers shall refrain from disruptive behavior and from making vulgar or threatening remarks. Speakers shall refrain from launching personal attacks against any Board Supervisor, District staff member, or member of the public. The Presiding Officer shall have the discretion to remove any speaker who disregards these policies from the meeting.

In the case that any person is declared out of order by the Presiding Officer and ordered expelled, and does not immediately leave the meeting facilities, the following steps may be taken:

The Presiding Officer may declare a recess;
The Presiding Officer may contact the local law enforcement authority; or
In case the person does not remove himself or herself from the meeting, the Presiding Officer may request that he or she be placed under arrest by local law enforcement authorities for violation of Section 871.01, Florida Statutes, or other applicable law.

Section 4. Exceptions. The Board recognizes and may apply all applicable exceptions to Section 286.0114, Florida Statutes, including those set forth in Section 286.0114(3), Florida Statutes, and other applicable law. Additionally, the Presiding Officer may alter the procedures set forth in this Public

Comment Policy for public hearings and other special proceedings that may require a different procedure under Florida law.
Section 5.	Severability. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
Section 6.	Effective Date. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-16

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT ADOPTING PROMPT PAYMENT POLICIES AND PROCEDURES PURSUANT TO CHAPTER 218, FLORIDA STATUTES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and

Whereas, Chapter 218, Florida Statutes, requires timely payment to vendors and contractors providing certain goods and/or services to the District; and
WHEREAS, the Board of Supervisors of the District (the “Board”) accordingly finds that it is in the best interest of the District to establish by resolution the Prompt Payment Policies and Procedures attached hereto as Exhibit A for immediate use and application.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  The Prompt Payment Policies and Procedures attached hereto as Exhibit A are hereby adopted pursuant to this Resolution as necessary for the conduct of District business. The Prompt Payment Policies and Procedures shall remain in full force and effect until such time as the Board may amend them; provided, however, that as the provisions of Chapter 218, Florida Statutes, are amended from time to time, the attached Prompt Payment Policies and Procedures shall automatically be amended to incorporate the new requirements of law without any further action by the Board.

SECTION 2.  If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
SECTION 3.  This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Prompt Payment Policies and Procedures

Exhibit A: Prompt Payment Policies and Procedures

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Prompt Payment Policies and Procedures
In Accordance with the Local Government Prompt Payment Act Chapter 218, Part VII, Florida Statutes

January 14, 2025

Willow Creek II Community Development District Prompt Payment Policies and Procedures
Purpose

In accordance with the Local Government Prompt Payment Act, as amended (Chapter 218, Part VII, Florida Statutes) (“PPA”), the purpose of the Willow Creek II Community Development District (the “District”) Prompt Payment Policies and Procedures (“Policies & Procedures”) is to provide a specific policy to ensure timely payment to Vendors and Contractors (both hereinafter defined) providing goods and/or services to the District and ensure the timely receipt by the District of goods and/or services contemplated at the time of contracting. Please note that the PPA, like any statute or law, may be amended from time to time by legislative action. These Policies & Procedures are based on the statutory requirements as of the date identified on the cover page of this document. By this reference, as applicable statutory provisions subsequently change, these Policies & Procedures shall automatically be amended to incorporate the new requirements of law. These Policies & Procedures are adopted by the District to provide guidance in contracting matters. Failure by the District to comply with these Policies & Procedures shall not expand the rights or remedies of any Provider (hereinafter defined) against the District under the PPA. Nothing contained herein shall be interpreted as more restrictive on the District than what is provided for in the PPA.
Scope

These Policies & Procedures apply to all operations of the District, including Construction Services and Non-Construction Goods and Services, as applicable.
Definitions

Agent
The District-contracted architect, District-contracted engineer, District Manager, or other person, acting on behalf of the District, and which is required by law or contract to review invoices or payment requests from Providers (hereinafter defined). Such individuals/entities must be identified in accordance with §218.735 (1), Florida Statutes, and further identified in the relevant agreement between the District and the Provider.

Construction Services
All labor, services, and materials provided in connection with the construction, alteration, repair, demolition, reconstruction, or other improvement to real property that require a license under parts I and II of Chapter 489, Florida Statutes.

Contractor or Provider of Construction Services
The entity or individual that provides Construction Services through direct contract with the District.
Date Stamped
Each original and revised invoice or payment request received by the District shall be marked electronically or manually, by use of a date stamp or other method, which date marking clearly indicates the date such invoice or payment request is first delivered to the District through its Agent. In the event that the Agent receives an invoice or payment

request but fails to timely or physically mark on the document the date received, “Date Stamped” shall mean the date of actual receipt by the Agent.
Improper Invoice
An invoice that does not conform to the requirements of a Proper Invoice.

Improper Payment Request
A request for payment for Construction Services that does not conform to the requirements of a Proper Payment Request.

Non-Construction Goods and Services
All labor, services, goods and materials provided in connection with anything other than construction, alteration, repair, demolition, reconstruction, or other improvements to real property.

Proper Invoice
An invoice that conforms to all statutory requirements, all requirements of these Policies and Procedures not expressly waived by the District and any additional requirements included in the agreement for goods and/or services for which the invoice is submitted not expressly waived by the District.
Proper Payment Request
A request for payment for Construction Services which conforms to all statutory requirements, all requirements of these Policies & Procedures not expressly waived by the District and any additional requirements included in the Construction Services agreement for which the Payment Request is submitted not expressly waived by the District.
Provider
Includes any Vendor, Contractor or Provider of Construction Services, as defined herein.

Purchase
The purchase of goods, materials, services, or Construction Services; the purchase or lease of personal property; or the lease of real property by the District.
Vendor
Any person or entity that sells goods or services, sells or leases personal property, or leases real property directly to the District, not including Construction Services.
Proper Invoice/Payment Request Requirements

General
Prior to Provider receiving payment from the District, Non-Construction Goods and Services and Construction Services, as applicable, shall be received and performed in accordance with contractual or other specifications or requirements to the satisfaction of the District. Provision or delivery of Non-Construction Goods and Services to the District does not constitute acceptance for the purpose of payment. Final acceptance and authorization of payment shall be made only after delivery and inspection by the Agent and the Agent’s confirmation that the Non-Construction Goods and Services or Construction Services meet contract specifications and conditions. Should the Non- Construction Goods and Services or Construction Services differ in any respect from the specifications, payment may be withheld until such time as the Provider takes necessary corrective action.  Certain limited exceptions which require payment in advance are

permitted when authorized by the District Board of Supervisors (“Board”) or when provided for in the applicable agreement.
Sales Tax
Providers should not include sales tax on any invoice or payment request. The District’s current tax-exempt number is 	. A copy of the tax-exempt form will be supplied to Providers upon request.
Federal Identification and Social Security Numbers
Providers are paid using either a Federal Identification Number or Social Security Number. To receive payment, Providers should supply the District with the correct number as well as a proper Internal Revenue Service W-9 Form. The District Manager shall treat information provided in accordance with Florida law.
Providers should notify the District Manager when changes in data occur at (954) 721- 8681; email: AHPhilippi@gmssf.com.
Proper Invoice for Non-Construction Goods and Services
All Non-Construction Goods and Services invoiced must be supplied or performed in accordance with the applicable purchase order (including any bid/proposal provided, if applicable) or agreement and such Non-Construction Goods and Services quantity and quality must be equal to or better than what is required by such terms. Unless otherwise specified in the applicable agreement, invoices should contain all of the following minimum information in order to be considered a Proper Invoice:

Name of Vendor
Remittance address
Invoice Date
Invoice number
The “Bill To” party must be the District or the Board, or other entity approved in writing by the Board of the District Manager
Project name (if applicable)
In addition to the information required in Section IV.D.1-6 above, invoices involving the purchase of goods should also contain:
A complete item description
Quantity purchased
Unit price(s)
Total price (for each item)
Total amount of invoice (all items)
The location and date(s) of delivery of the goods to the District
In addition to the information required in Section IV.D.1-6 above, invoices involving the purchase of services should also contain:
Itemized description of services performed
The location and date of delivery of the services to the District
Billing method for services performed (i.e., approved hourly rates, percentage of completion, cost plus fixed fee, direct/actual costs, etc.)
Itemization of other direct, reimbursable costs (including description and amount)
Copies of invoices for other direct, reimbursable costs (other than incidental costs such as copying) and one (1) of the following:

Copy of both sides of a cancelled check evidencing payment for costs submitted for reimbursement
Paid receipt
Waiver/lien release from subcontractor (if applicable)
Any applicable discounts
Any other information or documentation, which may be required or specified under the terms of the purchase order or agreement

Proper Payment Request Requirements for Construction Services
Payment Requests must conform to all requirements of Section IV, A-D above, unless otherwise specified in the terms of the applicable agreement or purchase order between the District and the Provider.

Submission of Invoices and Payment Requests
The Provider shall submit all Invoices and Payment Requests for both Construction Services and Non-Construction Goods and Services to the District’s Agent as provided in the purchase order or agreement, as applicable, and to the District Manager as follows:

Submit the invoice and/or payment request, with required additional material and in conformance with these Policies and Procedures, by mail, by hand delivery, or via email (Note: email is the preferred method for receipt of Non-Construction Goods and Services invoices).

Mailing and Drop Off Address
Willow Creek II Community Development District
c/o Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager
Email Address
AHPhilippi@gmssf.com.

Calculation of Payment Due Date
Non-Construction Goods and Services Invoices

Receipt of Proper Invoice
Payment is due from the District forty-five (45) days from the date on which a Proper Invoice is Date Stamped.
Receipt of Improper Invoice
If an Improper Invoice is received, a required invoice is not received, or invoicing of a request for payment is not required, the time when payment is due from the District is forty-five (45) days from the latest date of the following:
On which delivery of personal property is fully accepted by the District;
On which services are completed and accepted by the District;
On which the contracted rental period begins (if applicable); or
On which the District and the Vendor agree in a written agreement that provides payment due dates.

Rejection of an Improper Invoice
The District may reject an Improper Invoice. Within ten (10) days of receipt of the Improper Invoice by the District, the Vendor must be notified that the invoice is improper and be given an opportunity to correct the deficient or missing information, remedy the faulty work, replace the defective goods, or take other necessary, remedial action.
The District’s rejection of an Improper Invoice must:
Be provided in writing;
Specify any and all known deficiencies; and
State actions necessary to correct the Improper Invoice.

If the Vendor submits a corrected invoice, which corrects the deficiencies specified in the District’s written rejection, the District must pay the corrected invoice within the later of: (a) ten (10) business days after date the corrected invoice is Date Stamped; or (b) forty-five (45) days after the date the Improper Invoice was Date Stamped.

If the Vendor submits an invoice in response to the District’s written rejection which fails to correct the deficiencies specified or continues to be an Improper Invoice, the District must reject that invoice as stated herein.
Payment of Undisputed Portion of Invoice
If the District disputes a portion of an invoice, the undisputed portion shall be paid in a timely manner and in accordance with the due dates for payment as specified in these Policies & Procedures.
Payment Requests for Construction Services

Receipt of Proper Payment Request
The time at which payment is due for Construction Services from the District is as follows:

If an Agent must approve the payment request before it is submitted to the District Manager, payment (whether full or partial) is due twenty-five (25) business days after the payment request is Date Stamped. The Provider may send the District an overdue notice. If the payment request is not rejected within four (4) business days after Date Stamp of the overdue notice, the payment request shall be deemed accepted, except for any portion of the payment request that is fraudulent, misleading or is the subject of dispute.

The agreement between the District and the Provider shall identify the Agent to which the Provider shall submit its payment request or shall be provided by the District through a separate written notice no later than ten
(10) days after contract award or notice to proceed, whichever is later. Provider’s submission of a payment request to the Agent shall be Date Stamped, which shall commence the time periods for payment or rejection of a payment request or invoice as provided in this section.

If, pursuant to contract, an Agent is not required to approve the payment request submitted to the District, payment is due twenty (20) business days after the payment request is Date Stamped unless such payment request includes fraudulent or misleading information or is the subject of dispute.

Receipt and Rejection of Improper Payment Request

If an Improper Payment Request is received, the District must reject the Improper Payment Request within twenty (20) business days after the date on which the payment request is Date Stamped.
The District’s rejection of the Improper Payment Request must:
Be provided in writing;
Specify any and all known deficiencies; and
State actions necessary to correct the Improper Invoice.
If a Provider submits a payment request which corrects the deficiency specified in the District’s written rejection, the District must pay or reject the corrected submission no later than ten (10) business days after the date the corrected payment request is Date Stamped.

Payment of Undisputed Portion of Payment Request
If the District disputes a portion of a payment request, the undisputed portion shall be paid in a timely manner and in accordance with the due dates for payment as specified in this section.
Resolution of Disputes

If a dispute arises between a Provider and the District concerning payment of an invoice or payment request, the dispute shall be resolved as set forth in §218.735, Florida Statutes, for Construction Services, and §218.76, Florida Statutes for Non-Construction Goods and Services.
Dispute between the District and a Provider: If a dispute between the District and a Provider cannot be resolved following resubmission of a payment request by the Provider, the dispute must be resolved in accordance with the dispute resolution procedure prescribed in the construction contract, if any. In the absence of a prescribed procedure in the contract, the dispute must be resolved by the procedures specified below.

Dispute Resolution Procedures

If an Improper Payment Request or Improper Invoice is submitted, and the Provider refuses or fails to submit a revised payment request or invoice as contemplated by the PPA and these Policies and Procedures, the Provider shall, not later than thirty (30) days after the date on which the last payment request or invoice was Date Stamped, submit a written statement via certified mail to the Agent, copying the District Manager, specifying the basis upon which the Provider contends the last submitted payment request or invoice was proper.

Within forty-five (45) days of receipt by the Agent and District Manager of the disputed, last-submitted payment request or invoice, the Agent and/or District Manager shall commence investigation of the dispute and render a final decision on the matter no later than sixty (60) days after the date on which the last-submitted payment request or invoice is Date Stamped.
If the District does not commence the dispute resolution procedure within the time provided herein, a Provider may give written notice via certified mail to the Agent, copying the District Manager, of the District’s failure to timely commence its dispute resolution procedure. If the District fails to commence the dispute resolution procedure within four (4) business days after receipt of such notice, any amounts resolved in the Provider’s favor shall bear mandatory interest, as set forth in section 218.735(9), Florida Statutes, from the date on which the payment request or invoice containing the disputed amounts was Date Stamped. If the dispute resolution procedure is not commenced within four (4) business days after receipt of the notice, the objection to the payment request or invoice shall be deemed waived. The waiver of an objection pursuant to this paragraph does not relieve a Provider of its contractual obligations.

Absent a written agreement to the contrary, if the Provider refuses or fails to provide the written statement required above, the Agent and/or District Manager is not required to contact the Provider in the investigation. In addition, and absent a written agreement to the contrary, if such written statement is not provided, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third-party purchases from amounts owed to the Provider.
The Board shall approve any decision of the District Manager to contract with a third party which would result in: 1) an expenditure above what is budgeted for the Construction Services or Non-Construction Services; or 2) an expenditure which exceeds the original contract amount for the Construction Services or Non- Construction Services by more than ten percent (10%) or Ten Thousand Dollars ($10,000).

A written explanation of the final decision shall be sent to the Provider, via certified mail, within five (5) business days from the date on which such final decision is made. A copy of the written explanation of the final decision shall be provided to the Chairperson of the Board simultaneously with the certified mailing to the Provider.
If a Provider does not accept in writing the final decision within five (5) days after receipt by the Provider, the District may immediately contract with third parties to provide the goods and services subject to the dispute and deduct the costs of such third-party purchases from amounts owed to the Provider. If the costs of the third- party purchases exceed the amount the District owes to the Provider, the District may seek to recover such excess from the Provider in a court of law or as otherwise provided in an agreement between the District and the Provider. Nothing contained herein shall limit or affect the District’s ability to enforce all of its legal and contractual rights and remedies against the Provider.
Purchases Involving Federal Funds or Bond Funds

When the District intends to pay for a purchase with federal funds or bond funds, the District shall make such purchases only upon reasonable assurances that federal funds or bond funds sufficient to cover the cost will be received. When payment is contingent upon the receipt of bond funds, federal funds or federal approval, the public procurement documents and any agreement with a Provider shall clearly state such contingency. (§218.77, Florida Statutes).

Requirements for Construction Services Contracts – Project Completion; Retainage
The District intends to follow the PPA requirements for construction project completion and retainage, including, but not limited to, §218.735 (7) and (8), Florida Statutes.

Late Payment Interest Charges

Failure on the part of the District to make timely payments may result in District responsibility for late payment interest charges. No agreement between the District and a Provider may prohibit the collection of late payment interest charges allowable under the PPA as mandatory interest. (§218.75, Florida Statutes).
Related to Non-Construction Goods and Services
All payments due from the District, and not made within the time specified within this policy, will bear interest, from thirty (30) days after the due date, at the rate of one percent (1%) per month on the unpaid balance. The Vendor must submit a Proper Invoice to the District for any interest accrued in order to receive the interest payment. (§218.735(9), Florida Statutes).
An overdue period of less than one (1) month is considered as one (1) month in computing interest. Unpaid interest is compounded monthly. The term one (1) month means a period beginning on any day of a month and ending on the same day of the following month.

Related to Construction Services
All payments for Construction Services that are not made within the time periods specified within the applicable statute, shall bear interest from thirty (30) days after the due date, at the rate of two percent (2%) per month, or the rate specified by agreement, whichever is greater. §218.735(9), Florida Statutes. The Provider must submit a Proper Payment Request to the District for any interest accrued in order to receive the interest payment. An overdue period of less than one (1) month is considered as one (1) month in computing interest. (§218.74 (4), Florida Statutes).

Unpaid interest is compounded monthly. The term one (1) month means a period beginning on any day of a month and ending on the same day of the following month.
Report of Interest
If the total amount of interest paid during the preceding fiscal year exceeds $250, the District Manager is required to submit a report to the Board during December of each year, stating the number of interest payments made and the total amount of such payments. (§218.78, Florida Statutes).

RESOLUTION 2025-17

A RESOLUTION BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT ADOPTING AN INTERNAL CONTROLS POLICY CONSISTENT WITH SECTION 218.33, FLORIDA STATUTES; PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and
Whereas, consistent with Section 218.33, Florida Statutes, the District is statutorily required to establish and maintain internal controls designed to prevent and detect fraud, waste, and abuse as defined in Section 11.45(1), Florida Statutes; promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices; support economical and efficient operations; ensure reliability of financial records and reports; and safeguard assets; and

WHEREAS, to demonstrate compliance with Section 218.33, Florida Statutes, the District desires to adopt by resolution the Internal Controls Policy attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  POLICY. The attached Internal Controls Policy attached hereto as Exhibit A is hereby adopted pursuant to this Resolution.
Section 2.  Severability. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
Section 3.  Effective Date. This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson / Vice Chairperson, Board of Supervisors
Exhibit A:	Internal Controls Policy

Exhibit A: Internal Controls Policy

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT INTERNAL CONTROLS POLICY
Purpose.

The purpose of this internal controls policy is to establish and maintain internal controls for the Willow Creek II Community Development District.
Consistent with Section 218.33(3), Florida Statutes, the internal controls adopted herein are designed to:

Prevent and detect Fraud, Waste, and Abuse (as hereinafter defined).

Promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices.

Support economical and efficient operations.

Ensure reliability of financial records and reports.

Safeguard Assets (as hereinafter defined).

Definitions.

“Abuse” means behavior that is deficient or improper when compared with behavior that a prudent person would consider a reasonable and necessary operational practice given the facts and circumstances. The term includes the misuse of authority or position for personal gain.

“Assets” means District assets such as cash or other financial resources, supplies, inventories, equipment and other fixed assets, real property, intellectual property, or data.
“Auditor” means the independent auditor (and its employees) retained by the District to perform the annual audit required by state law.

“Board” means the Board of Supervisors for the District.

“District Management” means (i) the independent contractor (and its employees) retained by the District to provide professional district management services to the District and (ii) any other independent contractor (and its employees) separately retained by the District to provide amenity management services, provided said services include a responsibility to safeguard and protect Assets.

“Fraud” means obtaining something of value through willful misrepresentation, including, but not limited to, intentional misstatements or intentional omissions of amounts or disclosures in financial statements to deceive users of financial statements, theft of an entity’s assets, bribery, or the use of one’s position for personal enrichment through the deliberate misuse or misapplication of an organization’s resources.
“Internal Controls” means systems and procedures designed to prevent and detect fraud, waste, and abuse; promote and encourage compliance with applicable laws, rules, contracts, grant

agreements, and best practices; support economical and efficient operations; ensure reliability of financial records and reports; and safeguard assets.

“Risk” means anything that could negatively impact the District’s ability to meet its goals and objectives. The term includes strategic, financial, regulatory, reputational, and operational risks.

“Waste” means the act of using or expending resources unreasonably, carelessly, extravagantly, or for no useful purpose.

Control Environment.

Ethical and Honest Behavior.

District Management is responsible for maintaining a work environment that promotes ethical and honest behavior on the part of all employees, contractors, vendors and others.

Managers at all levels must behave ethically and communicate to employees and others that they are expected to behave ethically.

Managers must demonstrate through words and actions that unethical behavior will not be tolerated.

Risk Assessment.

Risk Assessment. District Management is responsible for assessing Risk to the District. District Management’s Risk assessments shall include, but not be limited to:

Identifying potential hazards.

Evaluating the likelihood and extent of harm.

Identifying cost-justified precautions and implementing those precautions.

Control Activities.

Minimum Internal Controls. The District hereby establishes the following minimum Internal Controls to prevent and detect Fraud, Waste, and Abuse:

Preventive controls designed to forestall errors or irregularities and thereby avoid the cost of corrections. Preventive control activities shall include, but not be limited to, the following:

Identifying and segregating incompatible duties and/or implementing mitigating controls.

Performing accounting functions in accordance with Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) standards.

Requiring proper authorizations to access and/or modify accounting software.
Implementing computerized accounting techniques (e.g. to help identify coding errors, avoid duplicate invoices, etc.).

Maintaining a schedule of the District’s material fixed Assets.

Maintaining physical control over the District’s material and vulnerable Assets (e.g. lock and key, computer passwords, network firewalls, etc.).

Retaining and restricting access to sensitive documents.

Performing regular electronic data backups.

Detective controls designed to measure the effectiveness of preventive controls and to detect errors or irregularities when they occur. Detective control activities shall include, but not be limited to, the following:

Preparing financial reports in accordance with Generally Accepted Accounting Principles (GAAP) and Governmental Accounting Standards Board (GASB) standards.

Reviewing financial statements and investigating any material variances between budgeted expenses and actual expenses.

Establishing and implementing periodic reconciliations of bank, trust, and petty cash accounts.

Establishing an internal protocol for reporting and investigating known or suspected acts of Fraud, Waste, or Abuse.

Engaging in periodic physical inventory counts and comparisons with inventory records.

Monitoring all ACH (electronic) transactions and the sequencing of checks.

Implementation. District Management shall implement the minimum Internal Controls described herein. District Management may also implement additional Internal Controls that it deems advisable or appropriate for the District. The specific ways District Management implements these minimum Internal Controls shall be consistent with Generally Accepted Accounting Principles (GAAP) and otherwise conform to Governmental Accounting Standards

Board (GASB) and American Institute of Certified Public Accountants (AICPA) standards and norms.

Information and Communication.

Information and Communication. District Management shall communicate to its employees (needing to know) information relevant to the Internal Controls, including but not limited to any changes to the Internal Controls and/or changes to laws, rules, contracts, grant agreements, and best practices.

Training. District Management shall regularly train its employees (needing the training) in connection with the Internal Controls described herein and promote and encourage compliance with applicable laws, rules, contracts, grant agreements, and best practices.

Monitoring Activities.

Internal Reviews. District Management shall internally review the District’s Internal Controls at least once per year. In connection with this internal review, District Management shall:

Review its operational processes.

Consider the potential risk of Fraud, Waste, or Abuse inherent in each process.

Identify the controls included in the process, or controls that could be included, that would result in a reduction in the inherent risk.

Assess whether there are Internal Controls that need to be improved or added to the process under consideration.

Implement new controls or improve existing controls that are determined to be the most efficient and effective for decreasing the risk of Fraud, Waste or Abuse.

Train its employees in implementing new controls or improvements to existing controls.

External Audits and Other Reviews. Audits and other reviews may be performed on various components of the District’s Internal Controls by the Auditor consistent with Government Auditing Standards (GAS). Audits may identify material deficiencies in the Internal Controls and make recommendations to improve them. District Management shall communicate and cooperate with the Board and the Auditor regarding the potential implementation of Auditor recommendations.

Specific Authority: §§ 190.011(5), 218.33(3), Florida Statutes
Effective date: January 14, 2025

MEMORANDUM

TO:	Willow Creek II Community Development District Board of Supervisors

FROM:	Kilinski | Van Wyk PLLC
DATE:	January 14, 2025

RE:	Public Records Retention

The purpose of this memorandum is to outline the District’s responsibilities in relation to the retention and disposition of its public records (“Records Retention”) and to present a choice between two different resolutions for the Board to consider. Historically, most districts have not engaged in the disposition of records and have simply chosen to keep all records. However, current state law provides for the disposition of many records after a specified period of time. In order to devise a Records Retention Policy which makes sense, there are three primary sources for legal requirements that must be considered.

Overview of State Law Records Retention Requirements

Florida Law sets forth a comprehensive scheme governing Records Retention. Section 257.36, Florida Statutes, entitled “Records and Information Management” created the Division of Library and Information Services of the Department of State (“DLIS”) which is charged with the duty to set forth policies and rules regulating Records Retention. To this end, DLIS has adopted comprehensive rules and policies applicable to community development districts (“CDDs”) which are set forth in the Florida Administrative Code sections 1B-24.001, 1B-24.003, 1B-26.0021, and 1B-26.003. DLIS adopts records retention schedules which provide the minimum amount of time that different public records must be kept before they are disposed (“Schedules”). The Schedules typically applicable to CDDs are GS1-SL (General Records Schedule for State and Local Government Agencies), GS3 (General Records Schedule for Election Records), and GS14 (General Records Schedule for Public Utilities). GS1-SL and GS3 will apply to every CDD, while GS14 will apply to just those CDDs operating water and sewer utilities. Each of these three schedules is further broken down into categories of similar documents.
Under Florida law, all documents of a particular type must be retained for the minimum amount of time set forth in the applicable section of the Schedules. In the event a District record exists that does not fall into one of the specified categories, the District is responsible for requesting that an “Individual Records Schedule” be created by DLIS.
Florida law allows CDDs to adopt policies that extend the amount of time a record must be kept.
However, CDDs do not have the power to shorten the time periods in the Schedules.

Overview of Federal Law Records Retention Requirements by Virtue of Tax-Exempt Bond Issuance

If a District has issued tax exempt bonds, there are various requirements imposed by federal law relating to Records Retention. The general principle is that documents in any way related to the issuance of tax-exempt bonds, revenues securing bonds, and the use of the bond proceeds should be kept until at least three (3) years after the bonds are redeemed. If refunding bonds are issued, records for the refunding bonds and the bonds refunded should be kept until at least three (3) years after the refunding bonds are redeemed. The records which must be kept include, but are not limited to:

Basic records relating to the bond transaction (including the trust indenture, loan agreements, and bond counsel opinion); and
Documentation evidencing the expenditure of bond proceeds; and
Documentation evidencing use of bond-financed property by public and private sources (i.e., copies of management contracts and research agreements); and
Documentation evidencing all sources of payment or security for the bonds, such as assessments; and
Documentation pertaining to any investment of bond proceeds (including the purchase and sale of securities, SLGS subscriptions, yield calculations for each class of investments, actual investment income received from the investment of proceeds, guaranteed investment contracts, and rebate calculations).

Overview of Trust Indenture Requirements to Retain Records

Most, if not all, trust indentures require CDDs that have issued bonds to maintain records which demonstrate that the District has not taken any action to jeopardize the tax-exempt status of the bonds.

Current Responsibilities for District Records Retention

Section 119.021(2)(b), Florida Statutes, provides that the District must comply with the DLIS rules establishing retention schedules and disposal processes. Section 119.021(2)(c), Florida Statutes, provides that each public official shall systematically dispose of records no longer needed, subject to the consent of DLIS. Although the ultimate responsibility rests with the Secretary, the District needs to formally appoint a Records Management Liaison Officer to interact with DLIS. The attached resolutions appoint a Records Management Liaison Officer and outline such person’s duties.

District Options for Records Retention Policy
At this point in time, the District really has two options to ensure compliance with applicable Records Retention laws.

First, the District can adopt the Florida Records Retention Schedules modified to ensure the District is also retaining the records required by federal law and the trust indenture. This option allows for the timely destruction of records while ensuring that the District’s policy is in compliance with state and federal laws. Kilinski | Van Wyk has prepared a resolution that implements this option, and it is attached hereto as Option 1.
Second, a District can adopt the Florida Records Retention Schedules as written and adopt a policy that states that the District will not be destroying any records at this point in time. While this seems like the easiest approach, it has its drawbacks and is inconsistent with the structure intended by Florida law. Not disposing of documents in a timely manner increases the cost of maintaining records thereby shifting valuable financial resources away from core functions. In addition, unnecessary Records Retention may disadvantage a District in future litigation and may be viewed as a lackadaisical approach to records management, thereby undermining the public’s confidence in the integrity of the Records Retention system. Despite these concerns, the District could choose to keep all records. Kilinski | Van Wyk has prepared a resolution that implements this option, and it is attached hereto as Option 2.
It is important to note that the District could change its Records Retention policy at a later date so long as the District’s amendment was consistent with the notice and hearing provisions found in Chapter 190.

Electronic Recordkeeping

Electronic recordkeeping is one of the many subjects under consideration by the Florida Legislature and our office will circulate an update on any legislative developments that occur. Presently, electronic recordkeeping is authorized by Rule 1B-26.003, Florida Administrative Code, which provides control standards relating to the same. The DLIS has released the “Electronic Recordkeeping Strategic Plan,” which focuses on recording strategies as they relate to electronic records. The Strategic Plan, as well as a multitude of resources for records managers, is made available for review by DLIS on the DLIS website, which may change from time to time.

OPTION 1

RESOLUTION 2025-18

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt rules to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and
Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (the “Records Management Liaison Officer”); and
Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and
Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and
Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and
Whereas, the District’s Board of Supervisors (the “Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and
Whereas, the District desires to provide for future amendment of the Records Retention Policy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  The District hereby authorizes the District’s records custodian to appoint a Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager. The Board, and the District’s records custodian, shall each have the individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.
Section 2.	The duties of the Records Management Liaison Officer shall include the following:
Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;

Coordinate the District’s records inventory;
Maintain records retention and disposition forms;
Coordinate District records management training;
Develop records management procedures consistent with the attached Records Retention Policy, as amended;
Participate in the development of the District’s development of electronic record keeping systems;
Submit annual compliance statements;
Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and
Such other duties as may be assigned by the Board or the District’s records custodian in the future.
SECTION 3.  The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (the “Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District will retain certain records longer than required by the General Records Schedules established by the Division as set forth in Exhibit A. To the extent the above statute, rules or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic amendment shall not reduce the retention times set forth in Exhibit A. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.
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 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A: District Amendments to General Records Schedules Established by the Division

ADVERTISEMENTS: LEGAL (Item #25)
The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to proceedings under uniform method of collection of debt assessments permanently. The District shall retain mailed and published legal advertisements, and corresponding affidavits, relating to the levy of assessments securing bonds for five (5) fiscal years provided applicable audits have been released, or until three (3) calendar years after related bonds are redeemed, whichever is later.

AUDITS: INDEPENDENT (Item #56)
The District shall retain the record copy of independent audits for ten (10) fiscal years or until three (3) calendar years after all related bonds are redeemed, whichever is later.
DISBURSEMENT RECORDS: DETAIL (Item #340)
The District shall retain the record copy of disbursement records relating to the use of bonds for five (5) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.
DISBURSEMENT RECORDS: SUMMARY (Item #341)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after related bonds are redeemed, whichever is later.
FINANCIAL REPORTS: LOCAL GOVERNMENT ANNUAL REPORTS (Item #107)
The District shall retain the record copy of disbursement records relating to the use of bonds for ten (10) fiscal years provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.
INCIDENT REPORT FILES (Item #241)
The District shall retain incident reports for five (5) anniversary years from the date of the incident.

MINUTES: OFFICIAL MEETINGS (PRELIMINARY/AUDIO RECORDINGS/VIDEO RECORDINGS
(Item #4)
The District shall retain audio recordings of board of supervisor meetings for five (5) calendar years after adoption of the official minutes.

PROJECT FILES: CAPITAL IMPROVEMENT (Item #136)
The District shall retain the record copy of project files for projects funded with bonds for ten (10) fiscal years after completion of the project provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later.

REAL PROPERTY RECORDS: CONDEMNATION/DEMOLITION (Item #364)
The District shall retain the record copy of project files for condemnation/demolition projects funded with bonds for five (5) anniversary years after final action or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

REAL PROPERTY RECORDS: PROPERTY ACQUIRED (Item #172)
The District shall retain the record copy of documents related to property acquisitions funded with bonds for three (3) fiscal years after final disposition of the property provided applicable audits have been released or until three (3) calendar years after all related bonds are redeemed, whichever is later. The record copy of deeds and easements shall be kept permanently.

OPTION 2

RESOLUTION 2025-18

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR THE APPOINTMENT OF A RECORDS MANAGEMENT LIAISON OFFICER; PROVIDING THE DUTIES OF THE RECORDS MANAGEMENT LIAISON OFFICER; ADOPTING A RECORDS RETENTION POLICY; AND PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt rules to govern the administration of the District and to adopt resolutions as may be necessary for the conduct of District business; and
Whereas, Section 257.36(5), Florida Statutes, requires the District to establish and maintain an active and continuing program for the economical and efficient management of records and to provide for the appointment of a records management liaison officer (the “Records Management Liaison Officer”); and
Whereas, the District desires for the Records Management Liaison Officer to be an employee of the District or an employee of the District Manager; and
Whereas, the District desires to authorize the District’s records custodian to appoint a Records Management Liaison Officer, which may or may not be the District’s records custodian; and
Whereas, the District desires to prescribe duties of the Records Management Liaison Officer and provide for the assignment of additional duties; and
Whereas, the District’s Board of Supervisors (the “Board”) finds that it is in the best interests of the District to adopt by resolution a Records Retention Policy (the “Policy”) for immediate use and application; and
Whereas, the District desires to provide for future amendment of the Records Retention Policy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1.  The District hereby authorizes the District’s records custodian to appoint a Records Management Liaison Officer and report such appointment to the appropriate State of Florida agencies. A Records Management Liaison Officer shall be an employee of the District or the District Manager. The Board, and the District’s records custodian, shall each have the individual power to remove the Records Management Liaison Officer at any time for any reason. Immediately following the removal or resignation of a Records Management Liaison Officer, the District’s records custodian shall appoint a replacement Records Management Liaison Officer.
SECTION 2.  The duties of the Records Management Liaison Officer shall include, but not be limited to, the following:

Serve as the District’s contact with the Florida Department of State, State Library and Archives of Florida;
Coordinate the District’s records inventory;
Maintain records retention and disposition forms;
Coordinate District records management training;
Develop records management procedures consistent with the attached Records Retention Policy, as amended;
Participate in the District’s development of electronic record keeping systems:
Submit annual compliance statements;
Work with the Florida Department of State, State Library and Archives of Florida to establish individual retention schedules for the District, from time to time and as may be necessary; and
Such other duties as may be assigned by the Board or the District’s records custodian in the future.

SECTION 3.  The District hereby adopts as its Records Retention Policy the applicable provisions of Section 257.36(5), Florida Statutes, the rules adopted by the Division of Library and Information Services of the Department of State (the “Division”) pursuant to Section 257.36, Florida Statutes, and the General Records Schedules established by the Division. However, the District hereby extends the minimum retention guidelines contained in the General Records Schedules so that the District will retain all public records relating to District business until the Board of Supervisors amends the Records Retention Policy to address the disposition of the same. To the extent the above statute, rules, or schedules are amended or supplemented in the future, the District’s Records Retention Policy shall automatically incorporate such amendment or supplement provided that such automatic change does not permit the disposition of District records without further action of the Board. The Records Retention Policy shall remain in full force and effect until such time as the Board amends the Policy.
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 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Composite Exhibit A: General Records Schedules Established by the Division (GS1-SL and GS3) [attach, if Option 2 adopted]

RESOLUTION 2025-19

A RESOLUTION BY THE BOARD OF SUPERVISORS OF WILLOW CREEK
II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING THE LOCATION OF THE LOCAL DISTRICT RECORDS OFFICE AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District is statutorily required to designate a local district records office location for the purposes of affording citizens the ability to access the District’s records, promoting the disclosure of matters undertaken by the District, and ensuring that the public is informed of the activities of the District in accordance with Chapter 119 and Section 190.006(7), Florida Statutes; and

Whereas, District records are available for public review and inspection at the offices of Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

Section 1.	The District’s local records office shall be located at:

Section 2.	This Resolution shall take effect immediately upon adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-20

A RESOLUTION BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING THE PRIMARY ADMINISTRATIVE OFFICE AND PRINCIPAL HEADQUARTERS OF THE DISTRICT AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District desires to designate its primary administrative office as the location where the District’s public records are routinely created, sent, received, maintained, and requested, for the purposes of prominently posting the contact information of the District’s Record’s Custodian in order to provide citizens with the ability to access the District’s records and ensure that the public is informed of the activities of the District in accordance with Chapter 119, Florida Statutes; and

Whereas, the District additionally desires to specify the location of the District’s principal headquarters for the purpose of establishing proper venue under the common law home venue privilege applicable to the District.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  The District’s primary administrative office for purposes of Chapter 119, Florida Statutes, shall be located at Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351.

Section 2.	The District’s principal headquarters for purposes of establishing proper venue

shall be located at Florida.

within Brevard County,

Section 3.	This Resolution shall take effect immediately upon adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

DATE: TO:
FROM: SUBJECT:

January 14th, 2025
Willow Creek II Community Development District Board Of Supervisors
Andressa Hinz Philippi, District Manager CDD Website Creation Proposal

Governmental Management Services – South Florida, LLC. (“GMS”) was contracted by the Willow Creek II Community Development District (“CDD”) for District Management Services effective January 14th, 2025.
Attached is a Proposal for GMS to create and maintain a District Website for the Willow Creek II CDD.
SCOPE OF SERVICES:
Develop and design a new, fully ADA-compliant website for the CDD to portray the District in a professional image while serving several functions such as district information center and document storage, including all Florida statute requirement fulfillment.
The website will include standard security including antivirus, firewall, and SSL encryption.
The website will be compliant with Section 508 of the Americans with Disabilities Act (ADA) and will maintain a conformance level of AA with the Web Content Accessibility Guidelines 2.1 (WCAG 2.1).
FEE SCHEDULE FOR SERVICES:

Development of New CDD Website
Annual Maintenance Of The Website

$1,500 Flat Fee Due At Website Acceptance $166.67 Monthly Fee

We thank you for your continued support.
/s/ Andressa Hinz Philippi
Andressa Hinz Philippi
District Manager
Office: 954-721-8681 Ext. 217
Email: ahphilippi@gmssf.com

Accepted and approved as of the 	 day of 	, 2025 Willow Creek II Community Development District

By:		
Name, Title

Signature

Willow Creek II CDD - Website Creation Proposal - 2025-01-14.docx

Orlando	Orlando	St. Augustine	Ft. Lauderdale	Tampa	Palm Coast	Knoxville	
219 E. Livingston St.	6200 Lee Vista Boulevard	475 West Town Place	5385 N. Nob Hill Road	4530 Eagle Falls Pl	393 Palm Coast Parkway SW	1001 Bradford Way	
Orlando, FL 32801	Suite 300	Suite 114	Sunrise, FL 33351	Tampa, FL 33619	Suite 4	Kingston, TN 37763	
(407) 841-5524	Orlando, FL 32822	St. Augustine, FL 32092	(954) 721-8681	(813) 344-4844	Palm Coast, FL 33137	(865) 717-7700	
	(407) 841-5524	(904) 288-7667			(904) 940-5850		
W W W . G O V M G T S V C . C O M

RESOLUTION 2025-21

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT GRANTING THE CHAIRPERSON AND VICE CHAIRPERSON THE AUTHORITY TO EXECUTE REAL AND PERSONAL PROPERTY CONVEYANCE AND DEDICATION DOCUMENTS, PLATS AND OTHER DOCUMENTS RELATED TO THE DEVELOPMENT OF THE DISTRICT’S IMPROVEMENTS; APPROVING THE SCOPE AND TERMS OF SUCH AUTHORIZATION; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, and situated entirely within the City of Titusville, Florida, and

Whereas, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate, and/or maintain systems and facilities for certain basic infrastructure, including but not limited to, roadways, stormwater management system, water, wastewater and reclaim utilities, hardscape, landscape and irrigation, undergrounding of conduit, recreational amenities, conservation/mitigation and professional fees; and

Whereas, the District intends to adopt a Master Engineer’s Report (“Engineer’s Report”), which sets forth the scope of the District’s capital improvement plan and the improvements that are to be constructed thereto (“Improvements”); and
Whereas, in connection with the development of the Improvements in accordance with the Engineer’s Report, which includes, but is not limited to, obtaining all necessary permits and approvals from local governments and agencies for the construction and/or operation of infrastructure improvements, the District is required, from time to time, to accept, convey and dedicate certain interests in real and personal property, including, but not limited to easements, plat dedications, requisitions, deeds and bills of sale for infrastructure improvements (“Permits and Conveyances”); and

Whereas, to facilitate the efficient development of the Improvements, the District desires to authorize the Chairperson and the Vice Chairperson to approve and execute the Permits and Conveyances necessary to finalize the development of the District’s capital improvement plan (“Conveyance Authority”); and

Whereas, the Conveyance Authority shall be subject to the District Engineer and District Counsel agreeing that each such proposed Permit or Conveyance is legal, consistent with the District’s improvement plan and necessary for the development of the Improvements; and

Whereas, the Board of Supervisors finds that granting to the Chairperson and the Vice Chairperson the Conveyance Authority is in the best interests of the District so that the development of the Improvements may proceed expeditiously, subject to the terms and limitations imposed by this Resolution.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

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

Section 2.  Delegation of Authority. The Chairperson and the Vice Chairperson of the District’s Board of Supervisors is hereby authorized to sign, accept, or execute Permits and Conveyances as defined above. The Vice Chairperson, Secretary, and Assistant Secretary of the District’s Board of Supervisors are hereby authorized to countersign any such Permits and Conveyances signed by the Chairperson or the Vice Chairperson, respectively. Such authority shall be subject to the District Engineer and District Counsel’s review and approval.

Section 3.  Severability. 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.  Effective Date. This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-22

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT PROVIDING FOR AND AUTHORIZING THE USE OF ELECTRONIC DOCUMENTS AND SIGNATURES; ADOPTING AND IMPLEMENTING ELECTRONIC DOCUMENT CONTROL PROCESSES AND PROCEDURES; PROVIDING FOR SEVERABILTY AND AN EFFECTIVE DATE.
WHEREAS, the Willow Creek II Community Development District (the “District”) is a local unit of special purpose government created and existing pursuant to Chapter 190, Florida Statutes, and situated within the City of Titusville, Florida; and

WHEREAS, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate, and/or maintain systems and facilities for certain basic infrastructure; and
WHEREAS, Chapter 190, Florida Statutes, authorizes the District Board of Supervisors (“Board”) to enter into various contracts for the purposes set forth therein; and

WHEREAS, the Board finds that it is in the best interests of the District and its residents to reduce waste, costs and to enhance services; and
WHEREAS, the Board recognizes that the Florida Legislature, through the passage of The Electronic Signature Act of 1996, intended to, among other goals, facilitate economic development and efficient delivery of government services by means of reliable electronic messages and foster the development of electronic commerce though the use of electronic signatures to lend authenticity and integrity to writings in any electronic medium; and
WHEREAS, the Board wishes to further these goals through the use of electronic documents and signatures.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. INCORPORATION OF RECITALS. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Resolution.
SECTION 2.	FORCE	AND	EFFECT	OF	ELECTRONIC	DOCUMENTS	AND
SIGNATURES. Unless otherwise provided by law, electronic documents and signatures submitted to and on behalf of the District may be used for all purposes and shall have the same force and effect as printed documents and manual signatures.
SECTION 3.	AUTHORIZING UTILIZATION OF ELECTRONIC SIGNATURES AND
DOCUMENTS. All contractors and personnel associated with the District are hereby authorized and encouraged to utilize electronic documents and signatures when reasonably practicable and as permitted by law. The District Manager is authorized and directed to obtain the provision of electronic document services or platforms offered by nationally recognized third-party vendors that increase the efficiency of the District’s operations.

SECTION 4. CONTROLS PROCESSES AND PROCEDURES. The District Board hereby authorizes and directs the District Manager to create control processes and procedures consistent with Florida Law to ensure adequate integrity, security, confidentiality, and auditability of all transactions conducted using electronic commerce.

SECTION 5. SEVERABILITY. If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
SECTION 6. EFFECTIVE DATE. This Resolution shall take effect upon its passage and shall remain in effect unless rescinded or repealed.

PASSED AND ADOPTED this 14th day of January, 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary/Assistant Secretary	Chair/Vice Chairperson

E-Verify Memorandum

TO:	District Manager

FROM:	Kilinski | Van Wyk PLLC

DATE:	January 14, 2025

RE:	Section 448.095, Florida Statutes / E-Verify Requirements

As you may be aware, the Florida Legislature recently enacted Section 448.095, Florida Statutes, which, generally speaking, requires that all employers verify employment eligibility using the United States Department of Homeland Security’s “E-Verify” system. Specifically, Section 448.095(2), Florida Statues, provides:

EMPLOYMENT VERIFICATION.—
An employer shall verify each new employee’s employment eligibility within 3 business days after the first day that the new employee begins working for pay as required under 8 C.F.R. s. 274a.
(b)(1)	A public agency shall use the E-Verify system to verify a new employee’s employment eligibility as required under paragraph (a).
Beginning on July 1, 2023, a private employer with 25 or more employees shall use the E-Verify system to verify a new employee’s employment eligibility as required under paragraph (a).
Each employer required to use the E-Verify system under this paragraph must certify on its first return each calendar year to the tax service provider that it is in compliance with this section when making contributions to or reimbursing the state’s unemployment compensation or reemployment assistance system. An employer that voluntarily uses the E- Verify system may also make such a certification on its first return each calendar year in order to document such use.

Section 448.095(1)(d), Florida Statues, defines “public agency” as any “office, department, agency, division, subdivision, political subdivision, board, bureau, commission, authority, district, public body, body politic, state, county, city, town, village, municipality, or any other separate unit of government created or established pursuant to law, and any other public or private agency, person, partnership, corporation, or business entity acting on behalf of any public agency.” Because all CDDs and stewardship districts (together, “Special Districts”) enter into contracts with contractors (and many Special Districts have employees), all Special Districts are subject to the new E-Verify requirements.

As a District Manager, there are two steps that need to be taken:

Enroll your Special Districts on the E-Verify system, at: https://www.e-verify.gov/. An	E-Verify	enrollment	checklist	is	available	at	https://www.e-

verify.gov/employers/enrolling-in-e-verify/enrollment-checklist. In order to enroll, all Special Districts must enter into a memorandum of understanding (“MOU”) which must be executed by the chairperson of each board. Under the MOU, the responsibilities of the Special Districts include provision of contact information, display of notices to prospective employees, completion of an E-Verify tutorial, familiarization with the E-Verify User Manual, and other obligations.

On a going forward basis, include the following contract provision in Special District contracts:

E-VERIFY REQUIREMENTS

The Contractor shall comply with and perform all applicable provisions of Section 448.095, Florida Statutes. Accordingly, 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(5)(c), Florida Statutes, within the year immediately preceding the date of this Agreement.

Please let us know if you have any questions. We appreciate your attention to this matter, and I can be reached at (877) 350-0372.

RESOLUTION 2025-23

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE DISTRICT ENGINEER, OR ANOTHER INDIVIDUAL DESIGNATED BY THE BOARD OF SUPERVISORS, TO ACT AS THE DISTRICT’S PURCHASING AGENT FOR THE PURPOSE OF PROCURING, ACCEPTING, AND MAINTAINING ANY AND ALL CONSTRUCTION MATERIALS NECESSARY FOR THE CONSTRUCTION, INSTALLATION, MAINTENANCE OR COMPLETION OF THE DISTRICT’S INFRASTRUCTURE IMPROVEMENTS AS PROVIDED IN THE DISTRICT’S ADOPTED IMPROVEMENT PLAN; PROVIDING FOR THE APPROVAL OF A WORK AUTHORIZATION; PROVIDING FOR PROCEDURAL REQUIREMENTS FOR THE PURCHASE OF MATERIALS; APPROVING THE FORM OF A PURCHASE REQUISITION REQUEST; APPROVING THE FORM OF A PURCHASE ORDER; APPROVING THE FORM OF A CERTIFICATE OF ENTITLEMENT; AUTHORIZING THE PURCHASE OF INSURANCE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes; and
Whereas, Chapter 190, Florida Statutes, authorizes the District to construct, install, operate and/or maintain systems and facilities for certain basic infrastructure; and

Whereas, the District Board of Supervisors (the “Board”), upon recommendation of the District Engineer, has adopted an improvement plan for the construction and installation of certain infrastructure improvements within the District (the “Improvements”); and
Whereas, the District has or will enter into various construction contracts for the construction and installation of the Improvements (the “Construction Contracts”); and

Whereas, the Construction Contracts allow, or will be amended to allow, for the direct purchase by the District of certain construction materials necessary for those contracts; and

Whereas, the District has determined that such direct purchase of construction materials will provide a significant construction cost reduction that is in the best interest of the District; and
Whereas, the District desires to have a District representative who is familiar with the project and who is knowledgeable in the area of procuring and handling construction materials act as its representative.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1. The District Engineer, the District Manager or another individual as shall be appointed by the Board (the “Purchasing Agent”) shall have the full authority of the District to issue purchase orders or enter into purchase agreements on behalf of the District at such times and intervals as it determines necessary for the timely receipt of construction materials required by the Contractor for the prosecution of the construction project.

SECTION 2.  The Purchasing Agent shall purchase on behalf of the District only those materials identified in the Construction Contracts and in amounts not to exceed the cost amount contained therein and as included in the Construction Contracts.

SECTION 3.  The Purchasing Agent shall be authorized to purchase on behalf of the District any additional construction materials that are identified in a schedule of values associated with any change order(s) to the Construction Contracts or that of any subcontractor to the Contractor which is approved by the District.

SECTION 4. Should the District Engineer act as the Purchasing Agent for any given Construction Contract, a work authorization of the District Engineer, a form of which is attached hereto as Exhibit A, is hereby approved and/or ratified, and the District Engineer shall be paid such reasonable fees, costs and expenses, related to its actions as the District’s Purchasing Agent as provided for in the District Engineer’s agreement with the District.

SECTION 5.  The Purchasing Agent is further authorized to take any other administrative actions that are consistent with his/her duties as the Purchasing Agent, including but not limited to, negotiating for lower prices on materials from other suppliers, arranging for the storage, delivery, and protection of purchased materials, and sending and receiving notices and releases as are required by law.

Section 6.  The District Manager is hereby authorized to purchase Builders All Risk Insurance on behalf of the District and with the District as the named insured in such amounts as are necessary to cover the estimated costs of the construction materials pursuant to the Construction Contract.
SECTION 7.  The procurement procedures and its exhibits, attached hereto as Composite Exhibit B and incorporated herein by reference, are hereby approved and/or ratified, and shall be used by the Purchasing Agent for the purchase of construction materials on behalf of the District (also referred to as “Owner”).
SECTION 8. The actions of current and prior members of the Board and District staff in effectuating the District’s direct purchase of materials relative to the Construction Contracts, including but not limited to the execution of any documents related therewith, are hereby determined to be in accordance with the prior authorizations of the District’s Chairperson and/or the Board, and are hereby ratified, approved and confirmed in all respects.

SECTION 9.  If any provision of this Resolution is held to be illegal or invalid, the other provisions shall remain in full force and effect.
SECTION 10.  This Resolution shall become effective upon its passage and shall remain in effect unless rescinded or repealed.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLACK]

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Form of Work Authorization
Comp. Exhibit B:	Procurement Procedures for Direct Purchase Material

EXHIBIT A
Work Authorization
Willow Creek II Community Development District

Dear Chairperson, Board of Supervisors:

Honeycutt & Associates, Inc. (“Engineer”) is pleased to submit this work authorization to provide engineering services for the Willow Creek II Community Development District. We will provide these services pursuant to our current agreement dated (“Engineering Agreement”) as follows:
Scope of Work

Engineer will act as Purchasing Agent for the District with respect to the direct purchase of construction materials for the District’s Improvements in accordance with the procurement procedures adopted by the Board of Supervisors.

Compensation

Engineer will be compensated for this work at the hourly rates established pursuant to the Engineering Agreement.
Other Direct Costs

Other direct costs include items such as printing, drawings, travel, deliveries, et cetera, pursuant to the Engineering Agreement.
Engineer hereby represents it understands and will abide by all terms of the District’s Procurement Procedures for Direct Purchase Materials (also referred to as “Owner Purchased Materials”). In preparing and executing any documentation for purposes of ordering or purchasing materials in the name of and on behalf of the District, the Engineer will affirm that the vendor supplying the Direct Purchase Materials is not also the installer of the Direct Purchase Materials, and further, will affirm that the installer of the Direct Purchase Materials did not manufacture, fabricate or furnish the Direct Purchase Materials.
This work authorization, together with the Engineering Agreement, as amended and supplemented, represents the entire understanding between the District and Engineer with regard to the referenced services herein. 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.
Sincerely,

Rodney Honeycutt, P.E. Honeycutt & Associates, Inc.
APPROVED AND ACCEPTED

Authorized Representative of Willow Creek II Community Development District Date:	

COMPOSITE EXHIBIT B

PROCUREMENT PROCEDURES FOR DIRECT PURCHASE MATERIAL

Purchase Requisition Request Forms. At least ten (10) calendar days prior to CONTRACTOR ordering construction materials, CONTRACTOR shall prepare and forward to OWNER a separate Purchasing Requisition Request Form for each supplier in the form attached hereto as Attachment 1, specifically identifying the construction materials which CONTRACTOR plans to order from each supplier so that OWNER may, in its sole discretion, elect to purchase directly such construction materials.
Purchase Orders. After receipt of the Purchasing Requisition Request Form, the OWNER shall prepare Purchase Orders in substantially the form attached hereto as Attachment 2, or as modified from time to time in the District’s discretion, for construction materials which the OWNER wishes to purchase directly.

Purchase Orders shall require that the supplier provide required shipping and handling insurance. Purchase Orders shall also require the delivery of the Direct Purchase Materials (also referred to as “Owner Purchased Material(s)”) on the delivery dates provided by the CONTRACTOR in the Purchasing Requisition Request Form. Pursuant to the Purchase Order, the supplier will provide the CONTRACTOR the required quantities of construction material at the price established in the supplier's quote less any associated sales tax.
Certificate of Entitlement. The OWNER shall execute a separate Certificate of Entitlement for each Purchase Order in the form attached hereto as Attachment 3 and furnish a copy of same to the supplier and to the CONTRACTOR in accordance with section 4. Each Certificate of Entitlement must have attached thereto the corresponding Purchase Order.

Each Certificate of Entitlement shall acknowledge that if the Department of Revenue determines the purchase is not a tax-exempt purchase by a governmental entity, then the governmental entity will be responsible for any tax, penalties and interest determined to be due.

Each Certificate of Entitlement shall affirm that: (1) the attached Purchase Order is being issued directly to the vendor supplying the tangible personal property the CONTRACTOR will use in the identified public works; (2) the vendor’s invoice will be issued directly to the governmental entity; (3) payment of the vendor’s invoice will be made directly by the governmental entity to the vendor from public funds; (4) the governmental entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor; and (5) the governmental entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor.

Transmission of Certificate of Entitlement and Attached Purchase Order. At least two (2) calendar days prior to CONTRACTOR placing OWNER’S order for the construction materials, OWNER shall forward each Certificate of Entitlement, together with the attached Purchase Order, to CONTRACTOR and to supplier. Promptly upon receipt of the Direct Purchase Materials specified in each Purchase Order, CONTRACTOR shall verify the purchase of the Direct Purchase Materials in accordance with the terms of the Purchase Order and in a manner to assure timely delivery of the Direct Purchase Materials.

Notice of Reduction in Contract Price. On or about the last business day of each month, OWNER shall deliver to the CONTRACTOR a Notice of Reduction in Contract Price (hereinafter "Notice"). Each Notice shall list all Direct Purchase Materials for the respective month and the total price for all such construction materials, plus all sales taxes which would have been associated with such construction materials had the CONTRACTOR purchased the construction materials. Each Notice may also include the total price and sales tax (had CONTRACTOR purchased) for any previously purchased Direct Purchase Materials which for any reason were not previously deducted from the contract price. The contract price will be reduced

automatically and as a ministerial task by the amount set forth in each Notice. Each Notice will also reflect the amended contract balance reflecting the deductions taken in said Notice.
The intent of this provision is to cause the contract price to be reduced automatically by the amount OWNER pays for Direct Purchase Materials plus the amount of applicable sales tax that would have been paid for such construction materials, had the CONTRACTOR or any other non-tax-exempt entity purchased the construction materials. All savings of sales taxes shall accrue solely to the benefit of OWNER, and CONTRACTOR shall not benefit whatsoever from savings of any such taxes.

Payment for Direct Purchase Materials. In order to arrange for the prompt payment to suppliers, the CONTRACTOR shall provide to the OWNER a list indicating on behalf of the owner of the Direct Purchase Materials within fifteen (15) calendar days of receipt of said Direct Purchase Materials. The list shall include a copy of the applicable Purchase Orders, invoices, delivery tickets, written acceptance of the delivered items, and such other documentation as may be reasonably required by the OWNER. Upon receipt of the appropriate documentation, the OWNER shall prepare a check drawn to the supplier based upon the receipt of data provided. OWNER will make payment to each supplier. The CONTRACTOR agrees to assist the OWNER to immediately obtain appropriate partial or final release of waivers.
OWNER shall be responsible for the full payment of all valid and due invoices for Direct Purchase Materials and shall not be entitled to retain the standard five percent (5%) to ten percent (10%) amount of the progress payment due to the CONTRACTOR as is otherwise provided for in the contract documents.

CONTRACTOR SHALL AFFIRM THAT THE VENDOR SUPPLYING THE DIRECT PURCHASE MATERIALS IS NOT ALSO THE INSTALLER OF THE DIRECT PURCHASE MATERIALS. CONTRACTOR SHALL FURTHER AFFIRM THAT THE INSTALLER OF THE DIRECT PURCHASE MATERIALS DID NOT MANUFACTURE, FABRICATE OR FURNISH THE DIRECT PURCHASE MATERIALS.
Contractor Responsibilities. CONTRACTOR shall be fully responsible for all matters relating to ordering, storing, protecting, receipt, and handling for all construction materials including Direct Purchase Materials, in accordance with these procedures including, but not limited to, verifying correct quantities, verifying documents of orders in a timely manner, coordinating purchases, providing and obtaining all warranties and guarantees required by the contract documents, inspection and acceptance on behalf of the owner of the construction materials at the time of delivery, and loss or damage to the construction materials following acceptance of construction materials, due to the negligence of the CONTRACTOR. CONTRACTOR shall serve as bailee with respect to such Direct Purchase Materials. The CONTRACTOR shall coordinate delivery schedules, sequence of delivery, loading orientation, and other arrangements normally required by the CONTRACTOR for the construction materials furnished including Direct Purchase Materials. The CONTRACTOR shall provide all services required for the unloading, handling and storage of construction materials through installation including Direct Purchase Materials. The CONTRACTOR agrees to indemnify and hold harmless the OWNER from any and all claims of whatever nature resulting from non-payment for Direct Purchase Materials arising from CONTRACTOR actions.

Inspection and Documentation. As Direct Purchase Materials are delivered to the job site, CONTRACTOR shall visually inspect all shipments from the suppliers, and approve the vendor's invoice for construction materials delivered. The CONTRACTOR shall assure that each delivery of Direct Purchase Material is accompanied by documentation adequate to identify the Purchase Order against which the purchase is made. This documentation may consist of a delivery ticket and an invoice from the supplier conforming to the Purchase Order together with such additional information as the OWNER may require. All invoices for Direct Purchase Materials shall include the Owner’s consumer certificate of exemption number. The CONTRACTOR will then forward all such invoices to the OWNER. On or about the fifteenth (  ) and last

day of each month (or the next succeeding business day), CONTRACTOR shall review all invoices submitted by all suppliers of Direct Purchase Materials delivered to the project sites during that month and either concur or object to the OWNER's issuance of payment to the suppliers, based upon CONTRACTOR's records of Direct Purchase Materials delivered to the site and whether any defects or non-conformities exist in such Direct Purchase Materials.
Warranties, Guarantees, Repairs and Maintenance. The CONTRACTOR shall be responsible for obtaining and managing on behalf of the Owner all warranties and guarantees for all construction materials as required by the contract documents and shall fully warrant all construction materials including all Direct Purchase Materials. OWNER's purchase of various construction materials shall not in any manner impact or reduce CONTRACTOR's duty to warrant said construction materials. The OWNER may forward all repair, maintenance, non-conforming construction materials calls, or any other issues relating to the construction materials to the CONTRACTOR for resolution with the appropriate supplier, vendor, or subcontractor. The CONTRACTOR shall resolve all such calls or issues.

Records and Accountings. The CONTRACTOR shall maintain records of all Direct Purchase Materials it incorporates into the work from the stock of Direct Purchase Materials in its possession as bailee. The CONTRACTOR shall account monthly to the OWNER for any Direct Purchase Materials delivered into the CONTRACTOR's possession, indicating portions of all such construction materials which have been incorporated into the work.

Defective or Non-conforming Construction Materials. The CONTRACTOR shall ensure that Direct Purchase Materials conform to specifications and determine prior to incorporation into the work if such construction materials are defective or non-conforming, whether such construction materials are identical to the construction materials ordered and match the description on the bill of lading. If the CONTRACTOR discovers defective or non-conforming Direct Purchase Material upon such visual inspection, the CONTRACTOR shall not utilize such non-conforming or defective construction materials in the work and instead shall promptly notify the OWNER of the defective or non-conforming conditions so repair or replacement of such construction materials can occur without any undue delay or interruption to the Project. If the CONTRACTOR fails to adequately and properly perform such inspection or otherwise incorporates into the Project defective or non-conforming Direct Purchase Materials, the condition of which it either knew or should have known by performance of an inspection, CONTRACTOR shall be responsible for all damages to OWNER resulting from CONTRACTOR's incorporation of such construction materials into the project, including any available liquidated or delay damages.
Title. Notwithstanding the transfer of Direct Purchase Materials by the OWNER to the CONTRACTOR's possession as bailee for the OWNER, the OWNER shall retain legal and equitable title to any and all Direct Purchase Materials.

Insurance and Risk of Loss. The OWNER shall purchase and maintain Builder's Risk Insurance sufficient to protect against any loss or damage to Direct Purchase Materials. Owner shall be the named insured and such insurance shall cover the full value of any Direct Purchase Materials not yet incorporated into the Project during the period between the time the OWNER first takes title to any such Direct Purchase Materials and the time when the last of such Direct Purchase Materials is incorporated into the project or consumed in the process of completing the Project.

No Damages for Delay. The OWNER shall in no way be liable for, and CONTRACTOR waives all claims for, any damages relating to or caused by alleged interruption or delay due to ordering or arrival of Direct Purchase Materials, defects, or other problems of any nature with such construction materials, late payment for such construction materials, or any other circumstance associated with Direct Purchase Materials, regardless of whether OWNER's conduct caused, in whole or in part, such alleged damages. The foregoing

waiver by CONTRACTOR includes damages for acceleration and inefficiencies. CONTRACTOR accepts from OWNER as further and specific consideration for the foregoing waivers, OWNER's undertaking to pay for and finance all Direct Purchase Materials.

PURCHASE REQUISITION REQUEST FORM

Contact Person for the material supplier.
NAME: 	 ADDRESS: 	 TELEPHONE NUMBER: 	
Manufacturer or brand, model or specification number of the item.

Quantity needed as estimated by CONTRACTOR. 	
The price quoted by the supplier for the construction materials identified above.
$
The sales tax associated with the price quote. $
Shipping and handling insurance cost. $	
Delivery dates as established by CONTRACTOR. 	
By signing below, Contractor affirms that it (i) is not the manufacturer of the materials, (ii) does not have exclusive rights from the manufacturer of the materials to furnish and install the materials, and
(iii) has not already purchased the materials, and that (iv) the contractor or subcontractor installing the materials is not also selling the materials to the District.

OWNER:	Willow Creek II Community Development District

Authorized Signature (Title)	Date

CONTRACTOR: 	

Authorized Signature (Title)	Date

PURCHASE ORDER
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

“Owner”	“Seller”
Owner:	Willow Creek II CDD	Seller:		
Address:	c/o Governmental Management Services- South Florida, LLC
5385 N. Nob Hill Road Sunrise, Florida 33351	Address:		
Phone:	(954) 721-8681	Phone:		
“Project”
Project Name:		Contract Date:		
Project Address:	City of Titusville, Brevard County, Florida			
Description of Goods or Services – The Owner and Seller are entering into this Purchase Order Agreement for the purpose of the Owner purchasing the items (“Goods”) listed in the proposal attached as Exhibit 1. Schedule – The Goods shall be delivered within 		days from the date of this Order. Price – $	
Certificate of Exemption #	(See Exhibit 3)
IN WITNESS HEREOF, the parties have executed this Order effective as of the date executed below. By executing this document below, Seller acknowledges that it has read all of the terms and provisions of this Order, including the Terms and Conditions attached hereto as Exhibit 2, and agrees to deliver the Goods as described herein and comply fully with the terms and conditions hereof.

Willow Creek II
Community Development District			
Owner		Seller	
By:		By:	
 Name:			 Name:		
 Title:			 Title:		
 Date Executed:			 Date Executed:		

EXHIBIT 1:  Proposal
EXHIBIT 2:  Terms and Conditions
EXHIBIT 3:  District’s Certificate of Exemption

EXHIBIT 1
[Attach proposal]

EXHIBIT 2 TERMS AND CONDITIONS
PRICE. The Price set forth above includes all Goods, insurance, warranties and other materials or services (including without limitation all packing, loading or freight) necessary to produce and deliver the Goods.
SCHEDULE. Time is of the essence with respect to this Order, and all Goods shall be produced and delivered within the times set forth in the Schedule. Owner may cancel this Order or any part thereof or reject delivery of Goods if such delivery or performance is not in material accordance with the specifications of this Order, including the Schedule.
DELIVERY AND INSPECTION.
All shipments of Goods are to be made, with all shipping costs prepaid by Seller (e.g., insurance, packing, loading, freight, etc.), to the receiving point specified above. Title, and risk of loss, shall pass to Owner at the time such Goods are delivered at the Project site and accepted by Owner or Owner’s contractor, provided however that Owner shall have a reasonable opportunity to inspect such Goods prior to acceptance.
All Goods are subject to inspection and approval by Owner at a reasonable time post-delivery. Owner may return Goods not meeting specifications (including over-shipments) at the Seller’s expense and risk. Owner will notify Seller of failure. Return authorizations for Goods not received within 30 days will deem such Goods as donations to Owner.
TERMS OF PAYMENT. Seller’s Invoice (“Invoice”) must be submitted before payment will be made by Owner pursuant to this Order. Owner shall make payment within 30 days of receipt of a proper invoice, and pursuant to the Local Government Prompt Payment Act, Sections 218.70 et seq., Florida Statutes. Any indebtedness of Seller to Owner may, at Owner’s option, be credited against amounts owing by Owner hereunder.
WARRANTY. Seller shall take all necessary steps to assign any manufacturer’s warranties to the Owner. Seller warrants that the title to Goods conveyed shall be good, that the transfer of the Goods shall be rightful, and that the Goods shall be free from any security interest, lien or encumbrance. Seller further warrants that the Goods are free of any rightful claim of infringement, and shall indemnify, defend, and hold harmless the Indemnitees (defined below) against any such claim. Further, the Goods shall be new, shall be free from defects, shall be of merchantable quality, and shall be fit for use on the District’s properties for the purposes with which the District makes such purchase. Seller agrees, without prejudice to any other rights Owner may have, to replace or otherwise remedy any defective Goods without further cost to Owner or, at Owner’s option, to reimburse Owner for its cost of replacing defective Goods. All Goods are subject to inspection by Owner before, upon, and within a reasonable time after delivery. Goods shall not be replaced without Owner’s prior written instructions. Any acceptance by Owner shall not prevent Owner from later rejecting non-conforming Goods. The warranty provided herein shall survive the completion or termination of this Order and is in addition to any warranties provided by law.
COMPLIANCE WITH LAW. Seller agrees that at all times it will comply with all applicable federal, state, municipal and local laws, orders and regulations.
INDEMNITY. To the fullest extent permitted by law, and in addition to any other obligations of Seller under the Order or otherwise, Seller shall indemnify, hold harmless, and defend Owner, and Owner’s supervisors, staff, consultants, agents, subcontractors, and employees (together, “Indemnitees”) from all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused in whole or in part by the negligence, recklessness or intentional wrongful misconduct of the Seller, or any subcontractor, any supplier, or any individual or entity directly or indirectly employed by any of them, and arising out of or incidental to the performance of this Order. The Seller shall ensure that any and all subcontractors include this express provision for the benefit of the Indemnitees. The parties agree that this paragraph is fully enforceable pursuant to Florida law. In the event that this section is determined to be unenforceable, this paragraph shall be reformed to give the paragraph the maximum effect allowed by Florida law and for the benefit of the Indemnitees. The provisions of this section shall survive the completion or earlier termination of this Order and are not intended to limit any of the other rights and/or remedies provided to the District hereunder.
INSURANCE. At all times during the term of this Order agreement, Seller, at its sole cost and expense, shall maintain insurance coverages of the types and amounts set forth below:
Commercial general liability insurance with minimum limits of liability not less than $1,000,000. Such insurance shall include coverage for contractual liability.
Workers’ Compensation Insurance covering all employees of Seller in statutory amounts, and employer's liability insurance with limits of not less than $100,000 each accident.
Comprehensive automobile liability insurance covering all automobiles used by Seller, with limits of liability of not less than
$1,000,000 each occurrence combined single limit bodily injury and property damage.
DEFAULT. Upon any material default by Seller hereunder, Owner may, in addition to any other remedies available to Owner at law or in equity, cancel this Order without penalty or liability by written notice to Seller.
LIMITATION OF LIABILITY. Nothing herein shall be construed to be a waiver of the Owner’s limit of liability contained in Section 768.28, Florida Statutes, or other statute or law.
WAIVER. Any failure of Owner to enforce at any time, or for any period of time, any of the provisions of this Order shall not constitute a waiver of such provisions or a waiver of Owner’s right to enforce each and every provision.
MODIFICATIONS. This Order supersedes all prior discussions, agreements and understandings between the parties and constitutes the entire agreement between the parties with respect to the transaction herein contemplated.  Changes,

modifications, waivers, additions or amendments to the terms and conditions of this Order shall be binding on Owner only if such changes, modifications, waivers, additions or amendments are in writing and signed by a duly authorized representative of Owner.
APPLICABLE LAW. The validity, interpretation, and performance of this Order shall be governed by the laws of the State of Florida, in force at the date of this Order. Where not modified by the terms herein, the provisions of Florida’s enactment of Article 2 of the Uniform Commercial Code shall apply to this transaction.
MECHANIC’S LIENS. Notwithstanding that Owner is a local unit of special-purpose government and not subject to the lien provisions of Chapter 713, Florida Statutes, Seller agrees to keep the District’s property free of all liens, including equitable liens, claims or encumbrances (collectively, “Liens”) arising out of the delivery of any Goods by Seller, and shall furnish Owner with appropriate lien waivers from all potential claimants upon request of Owner. If any Liens are filed, Owner may without waiving its rights based on such breach by Seller or releasing Seller from any obligations hereunder, pay or satisfy the same and in such event the sums so paid by Owner shall be due and payable by Seller immediately and without notice or demand, with interest from the date paid by Owner through the date paid by Seller, at the highest rate permitted by law.
PERMITS AND LICENSES. Before commencing performance hereunder, Seller shall obtain all permits, approvals, certificates and licenses necessary for the proper performance of this Order and pay all fees and charges therefore. The originals of all such documents shall be delivered to Owner upon receipt by Seller.
PARTIAL INVALIDITY. If in any instance any provision of this Order shall be determined to be invalid or unenforceable under any applicable law, such provision shall not apply in such instance, but the remaining provisions shall be given effect in accordance with their terms.
ASSIGNMENT AND SUBCONTRACTING. This Order shall not be assigned or transferred by Seller without prior written approval by Owner, and any attempted assignment or transfer without such consent shall be void.
RELATIONSHIP. The relationship between Owner and Seller shall be that of independent contractor, and Seller, its agents and employees, shall under no circumstances be deemed employees, agents or representatives of Owner.
NOTICES. Any notice, approval or other communication required hereunder must be in writing and shall be deemed given if delivered by hand or mailed by registered mail or certified mail addressed to the parties hereto as indicated on page 1.
PUBLIC ENTITY CRIMES. Seller certifies, by acceptance of this purchase order, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction per the provisions of Section 287.133(2)(a), Florida Statutes.
SCRUTINIZED COMPANIES. In accordance with Section 287.135, Florida Statutes, Supplier certifies, by acceptance of this purchase order, that neither it nor any of its officers, directors, executives, partners, shareholders, members, or agents is on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, or the Scrutinized Companies that Boycott Israel List created pursuant to Sections 215.4725 and 215.473, Florida Statutes, and in the event such status changes, Supplier shall immediately notify Owner.
TERMINATION. Notwithstanding anything herein to the contrary, Owner shall have the right, at its sole election, to terminate this Order for any cause whatsoever upon the delivery of written notice to Seller. Upon such termination, Seller shall have no remedy against Owner, other than for payment of Goods already produced pursuant to specific written direction by Owner pursuant to Section 2 above, subject to any offsets or claims that Owner may have.
PUBLIC RECORDS. Seller acknowledges that this Agreement and all the documents pertaining thereto may be public records and subject to the provisions of Chapter 119, Florida Statutes.
CONFLICTS. To the extent of any conflict between this document and the Purchase Order or Exhibit 1, this document shall control.

EXHIBIT 3
[Attach Certificate of Exemption]

CERTIFICATE OF ENTITLEMENT

The undersigned authorized representative of Willow Creek II Community Development District (hereinafter “Governmental Entity”), Florida Consumer’s Certificate of Exemption Number	, affirms that the tangible  personal  property  purchased  pursuant  to  Purchase  Order  Number 		  from
	 (Vendor) on or after 	, 20  (date) will be incorporated into or become a part of a public facility as part of a public works contract pursuant to Contract dated	, with
	(Contractor) for the construction of 	.

The Governmental Entity affirms that the purchase of the tangible personal property contained in the attached Purchase Order meets the following exemption requirements contained in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C.: (You must initial each of the following requirements.)

	 1. The attached Purchase Order is issued directly to the vendor supplying the tangible personal property the Contractor will use in the identified public works.
	 2. The vendor’s invoice will be issued directly to Governmental Entity.
	 3. Payment of the vendor’s invoice will be made directly by Governmental Entity to the vendor from public funds.
	 4. Governmental Entity will take title to the tangible personal property from the vendor at the time of purchase or of delivery by the vendor.
	 5. Governmental Entity assumes the risk of damage or loss at the time of purchase or delivery by the vendor.
The Governmental Entity affirms that if the tangible personal property identified in the attached Purchase Order does not qualify for the exemption provided in Section 212.08(6), F.S., and Rule 12A-1.094, F.A.C., the Governmental Entity will be subject to the tax, interest, and penalties due on the tangible personal property purchased. If the Florida Department of Revenue determines that the tangible personal property purchased tax-exempt by issuing this Certificate does not qualify for the exemption, the Governmental Entity will be liable for any tax, penalty, and interest determined to be due.

I understand that if I fraudulently issue this certificate to evade the payment of sales tax, I will be liable for payment of the sales tax plus a penalty of 200% of the tax and may be subject to conviction of a third-degree felony. Under the penalties of perjury, I declare that I have read the foregoing Certificate of Entitlement and the facts stated in it are true.

Signature of Authorized Representative	Title of Governmental Entity

Willow Creek II CDD			
Purchaser’s Name	Date

Federal Employer Identification Number: 	
Telephone Number: 	

You must attach a copy of the Purchase Order to this Certificate of Entitlement. Do not send to the Florida Department of Revenue. This Certificate of Entitlement must be retained in the Vendor’s and the Contractor’s books and records. This form supplements and supersedes (to the extent of any conflict) any prior certificates addressing the same purchase.

MEMORANDUM

To:	Board of Supervisors; District Manager From: Kilinski | Van Wyk PLLC
Date:	January 14, 2025
Re:	Section 189.0694, Florida Statutes (Performance Measures and Standards Reporting)

The purpose of this memorandum is to provide you with additional information regarding new performance measures and standards reporting requirements for special districts. This new requirement was enacted during Florida’s 2024 Legislative Session and was originally reported in our legislative newsletters. It has been codified as Section 189.0694, Florida Statutes, effective July 1, 2024.
What is required?
The new statute requires special districts (including community development districts) to establish goals and objectives for its programs and activities and performance measures and standards to determine if its goals and objectives have been achieved. The goals, objectives, and performance measures and standards must be established by the end of the first full fiscal year after a District’s creation, whichever is later.
The new statute also requires annual reporting each December 1 (beginning December 1, 2025) on whether the goals and objectives were achieved, which goals or objectives were not achieved, and what measures were used to make the determination.
Are there any mandated goals, objectives, or performance measures/standards?
No. The new statute allows a great deal of flexibility for special districts to adopt the goals, objectives, and performance measures and standards that fit their needs. It is likely that many special districts with similar activities and programs may adopt similar measures, but special districts may also add specialized measures if they wish. Attached is a potential starting point for development of these goals, objectives and performance measures/standards in Attachment A. If you have questions about the new legal requirements, please consult your Kilinski | Van Wyk attorney.

Text of the Bill: 189.0694 Special districts; performance measures and standards.
Beginning October 1, 2024, or by the end of the first full fiscal year after its creation, whichever is later, each special district must establish goals and objectives for each program and activity undertaken by the district, as well as performance measures and standards to determine if the district’s goals and objectives are being achieved.
By December 1 of each year thereafter, each special district must publish an annual report on the district’s website describing:
The goals and objectives achieved by the district, as well as the performance measures and standards used by the district to make this determination.
Any goals or objectives the district failed to achieve.

Exhibit A:
Goals, Objectives and Annual Reporting Form

Willow Creek II Community Development District Performance Measures/Standards & Annual Reporting Form October 1, 2024 – September 30, 2025

 ​Community Communication and Engagement Goal 1.1: Public Meetings Compliance
Objective: Hold regular Board of Supervisor meetings to conduct CDD-related business and discuss community needs.
Measurement: Number of public board meetings held annually as evidenced by meeting minutes and legal advertisements.
Standard: A minimum of two board meetings were held during the Fiscal Year or more as may be necessary or required by local ordinance and establishment requirements.
Achieved: Yes ☐ No ☐
Goal 1.2: Notice of Meetings Compliance
Objective: Provide public notice of each meeting at least seven days in advance, as specified in Section 190.007(1), Florida Statues, using at least two communication methods.
Measurement: Timeliness and method of meeting notices as evidenced by posting to CDD website, publishing in local newspaper and via electronic communication.
Standard: 100% of meetings were advertised with 7 days’ notice per statute by at least two methods (i.e., newspaper, CDD website, electronic communications, annual meeting schedule).
Achieved: Yes ☐ No ☐
Goal 1.3: Access to Records Compliance
Objective: Ensure that meeting minutes and other public records are readily available and easily accessible to the public by completing monthly CDD website checks.
Measurement: Monthly website reviews will be completed to ensure meeting minutes and other public records are up to date as evidenced by District Management’s records.
Standard: 100% of monthly website checks were completed by District Management.
Achieved: Yes ☐ No ☐
 ​Infrastructure and Facilities Maintenance
Goal 2.1: Engineer or Field Management Site Inspections

Objective: Engineer or Field Manager will conduct inspections to ensure safety and proper functioning of the District’s infrastructure.
Measurement: Field Manager and/or District Engineer visits were successfully completed per agreement as evidenced by Field Manager and/or District Engineer’s reports, notes or other record keeping method.
Standard: 100% of site visits were successfully completed as described within the applicable services agreement
Achieved: Yes ☐ No ☐
Goal 2.2: District Infrastructure and Facilities Inspections
Objective: District Engineer will conduct an annual inspection of the District’s infrastructure and related systems.
Measurement: A minimum of one inspection completed per year as evidenced by District Engineer’s report related to district’s infrastructure and related systems.
Standard: Minimum of one inspection was completed in the Fiscal Year by the District’s Engineer.
Achieved: Yes ☐ No ☐
 ​Financial Transparency and Accountability Goal 3.1: Annual Budget Preparation
Objective: Prepare and approve the annual proposed budget by June 15 and adopt the final budget by September 30 each year.
Measurement: Proposed budget was approved by the Board before June 15 and final budget was adopted by September 30 as evidenced by meeting minutes and budget documents listed on CDD website and/or within district records.
Standard: 100% of budget approval & adoption were completed by the statutory deadlines and posted to the CDD website.
Achieved: Yes ☐ No ☐
Goal 3.2: Financial Reports
Objective: Publish to the CDD website the most recent versions of the following documents: Annual audit, current fiscal year budget with any amendments, and most recent financials within the latest agenda package.
Measurement: Annual audit, previous years’ budgets, and financials are accessible to the public as evidenced by corresponding documents on the CDD’s website.

Standard: CDD website contains 100% of the following information: Most recent annual audit, most recently adopted/amended fiscal year budget, and most recent agenda package with updated financials.
Achieved: Yes ☐ No ☐
Goal 3.3: Annual Financial Audit
Objective: Conduct an annual independent financial audit per statutory requirements and publish the results to the CDD website for public inspection and transmit to the State of Florida.
Measurement: Timeliness of audit completion and publication as evidenced by meeting minutes showing board approval and annual audit is available on the CDD’s website and transmitted to the State of Florida.
Standard: Audit was completed by an independent auditing firm per statutory requirements and results were posted to the CDD website and transmitted to the State of Florida.
Achieved: Yes ☐ No ☐

Chair/Vice Chair: 			Date: January 14, 2025 Print Name: 		
Willow Creek II Community Development District

District Manager: 		Date: January 14, 2025 Print Name: Andressa Hinz Philippi
Willow Creek II Community Development District

RESOLUTION 2025-24

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT ADOPTING THE ANNUAL MEETING SCHEDULE FOR FISCAL YEAR 2025; AND PROVIDING AN EFFECTIVE DATE
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, the District is required by Section 189.015, Florida Statutes, to file quarterly, semi- annually, or annually a schedule (including date, time, and location) of its regular meetings with local governing authorities; and

Whereas, further, in accordance with the above-referenced statute, the District shall also publish quarterly, semi-annually, or annually the District’s regular meeting schedule in a newspaper of general paid circulation in the county in which the District is located; and

WHEREAS, the Board desires to adopt the annual meeting schedule for the fiscal year beginning October 1, 2024 and ending September 30, 2025 (“Fiscal Year 2025”), attached as Exhibit A.
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  The Fiscal Year 2025 annual meeting schedule attached hereto and incorporated by reference herein as Exhibit A is hereby approved and shall be published in accordance with the requirements of Florida law and also provided to applicable governing authorities.

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

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson / Vice Chairperson, Board of Supervisors
Exhibit A:	Fiscal Year 2025 Annual Meeting Schedule

Exhibit A:
Fiscal Year 2025 Annual Meeting Schedule

BOARD OF SUPERVISORS MEETING DATES WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
FISCAL YEAR 2025

The Board of Supervisors of Willow Creek II Community Development District will hold their regular

meetings for Fiscal Year 2025 at	on the second Tuesday of every month, at the Fairfield Inn &
Suites - Titusville Kennedy Space Center, 4735 Helen Hauser Boulevard, Titusville, Florida 32780, unless otherwise indicated as follows:

[Add Meeting Dates]
The meetings are open to the public and will be conducted in accordance with the provision of Florida law for Community Development Districts. The meetings may be continued to a date, time, and place to be specified on the record at the meeting. A copy of the agenda for these meetings may be obtained from Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 or by calling (954) 721-8681.

There may be occasions when one or more Supervisors or staff will participate by telephone. Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations at this meeting because of a disability or physical impairment should contact the District Office at (954) 721-8681 at least three (3) business days prior to the meeting. 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 Office.
A person who decides to appeal any decision made at the meeting with respect to any matter considered at the 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.

District Manager

RESOLUTION 2025-25

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT TO DESIGNATE THE DATE, TIME AND PLACE OF A PUBLIC HEARING AND AUTHORIZATION TO PUBLISH NOTICE OF SUCH HEARING FOR THE PURPOSE OF ADOPTING RULES OF PROCEDURE AND AMENITY RULES AND RATES; AND PROVIDING AN EFFECTIVE DATE.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and
Whereas, Chapter 190, Florida Statutes, authorizes the District to adopt resolutions as may be necessary for the conduct of District business; and
Whereas, the Board of Supervisors of the District (“Board”) is authorized by Sections 190.011(5) and 190.035, Florida Statutes, to adopt rules, orders, policies, rates, fees and charges pursuant to Chapter 120, Florida Statutes.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.		A Public Hearing will be held to adopt Rules of Procedure and the District’s Amenity	Rates	and	Disciplinary	Rules	on		,	2025	at		,	at
	. The proposed rules of procedure are attached hereto as Exhibit A. The proposed amenity rules and rates are attached hereto as Exhibit B.
Section 2.	The District Secretary is directed to publish notice of the hearing in accordance with Section 120.54 and Chapter 190, Florida Statutes.

SECTION 3.   This Resolution shall become effective immediately upon its adoption.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Rules of Procedure
Exhibit B:	Amenity Rules and Rates

Exhibit A:
Rules of Procedure

RULES OF PROCEDURE
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT EFFECTIVE AS OF MARCH 11, 2025
TABLE OF CONTENTS
Rule 1.0	General	4
Rule 1.1	Board of Supervisors; Officers and Voting.	5
Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination.	9
Rule 1.3	Public Meetings, Hearings, and Workshops	12
Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse	17
Rule 2.0	Rulemaking Proceedings	18
Rule 3.0	Competitive Purchase.	24
Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act	29
Rule 3.2	Procedure Regarding Auditor Selection.	33
Rule 3.3	Purchase of Insurance.	37
Rule 3.4	Pre-qualification	39
Rule 3.5	Construction Contracts, Not Design-Build.	44
Rule 3.6	Construction Contracts, Design-Build.	48
Rule 3.7	Payment and Performance Bonds	53
Rule 3.8	Goods, Supplies, and Materials	54
Rule 3.9	Maintenance Services	58
Rule 3.10	Contractual Services	61
Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5,
3.6, 3.8, and 3.9.	62
Rule 4.0	Effective Date.	65

Rule 1.0	General.

The Willow Creek II Community Development District (“District”) was created pursuant to the provisions of Chapter 190 of the Florida Statutes, and was established to provide for the ownership, operation, maintenance, and provision of various capital facilities and services within its jurisdiction. The purpose of these rules (“Rules”) is to describe the general operations of the District.

Definitions located within any section of these Rules shall be applicable within all other sections, unless specifically stated to the contrary.

Unless specifically permitted by a written agreement with the District, the District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

A Rule of the District shall be effective upon adoption by affirmative vote of the District Board. After a Rule becomes effective, it may be repealed or amended only through the rulemaking procedures specified in these Rules. Notwithstanding, the District may immediately suspend the application of a Rule if the District determines that the Rule conflicts with Florida law. In the event that a Rule conflicts with Florida law and its application has not been suspended by the District, such Rule should be interpreted in the manner that best effectuates the intent of the Rule while also complying with Florida law. If the intent of the Rule absolutely cannot be effectuated while complying with Florida law, the Rule shall be automatically suspended.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

Rule 1.1	Board of Supervisors; Officers and Voting.

Board of Supervisors. The Board of Supervisors of the District (“Board”) shall consist of five (5) members. Members of the Board (“Supervisors”) appointed by ordinance or rule or elected by landowners must be citizens of the United States of America and residents of the State of Florida. Supervisors elected or appointed by the Board to elector seats must be citizens of the United States of America, residents of the State of Florida and of the District and registered to vote with the Supervisor of Elections of the county in which the District is located and for those elected, shall also be qualified to run by the Supervisor of Elections. The Board shall exercise the powers granted to the District under Florida law.

Supervisors shall hold office for the term specified by Section 190.006 of the Florida Statutes. If, during the term of office, any Board member(s) vacates their office, the remaining member(s) of the Board shall fill the vacancies by appointment for the remainder of the term(s). If three or more vacancies exist at the same time, a quorum, as defined herein, shall not be required to appoint replacement Board members.

Three (3) members of the Board shall constitute a quorum for the purposes of conducting business, exercising powers and all other purposes. A Board member shall be counted toward the quorum if physically present at the meeting, regardless of whether such Board member is prohibited from, or abstains from, participating in discussion or voting on a particular item.

Action taken by the Board shall be upon a majority vote of the members present, unless otherwise provided in the Rules or required by law. Subject to Rule 1.3(10), a Board member participating in the Board meeting by teleconference or videoconference shall be entitled to vote and take all other action as though physically present.

Unless otherwise provided for by an act of the Board, any one Board member may attend a mediation session on behalf of the Board. Any agreement resulting from such mediation session must be approved pursuant to subsection (1)(c) of this Rule.
Officers. At the first Board meeting held after each election where the newly elected members take office, the Board shall select a Chairperson, Vice-Chairperson, Secretary, Assistant Secretary, and Treasurer.

The Chairperson must be a member of the Board. If the Chairperson resigns from that office or ceases to be a member of the Board, the Board shall select a Chairperson. The Chairperson serves at the pleasure of the Board. The Chairperson shall be authorized to execute resolutions and contracts on the District’s behalf. The Chairperson shall convene and conduct all meetings of the Board. In the event the Chairperson is unable to attend a

meeting, the Vice-Chairperson shall convene and conduct the meeting. The Chairperson or Vice-Chairperson may delegate the responsibility of conducting the meeting to the District’s manager (“District Manager”) or District Counsel, in whole or in part.

The Vice-Chairperson shall be a member of the Board and shall have such duties and responsibilities as specifically designated by the Board from time to time. The Vice-Chairperson has the authority to execute resolutions and contracts on the District’s behalf in the absence of the Chairperson. If the Vice-Chairperson resigns from office or ceases to be a member of the Board, the Board shall select a Vice-Chairperson. The Vice-Chairperson serves at the pleasure of the Board.

The Secretary of the Board serves at the pleasure of the Board and need not be a member of the Board. The Secretary shall be responsible for maintaining the minutes of Board meetings and may have other duties assigned by the Board from time to time. An employee of the District Manager may serve as Secretary. The Secretary shall be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in at least the amount of one million dollars ($1,000,000) that names the District as an additional insured.

The Treasurer need not be a member of the Board but must be a resident of the State of Florida. The Treasurer shall perform duties described in Section 190.007(2) and (3) of the Florida Statutes, as well as those assigned by the Board from time to time. The Treasurer shall serve at the pleasure of the Board. The Treasurer shall either be bonded by a reputable and qualified bonding company in at least the amount of one million dollars ($1,000,000), or have in place a fidelity bond, employee theft insurance policy, or a comparable product in at least the amount of one million dollars ($1,000,000) that names the District as an additional insured.

In the event that both the Chairperson and Vice-Chairperson are absent from a Board meeting and a quorum is present, the Board may designate one of its members or a member of District staff to convene and conduct the meeting. In such circumstances, any of the Board members present are authorized to execute agreements, resolutions, and other documents approved by the Board at such meeting. In the event that the Chairperson and Vice-Chairperson are both unavailable to execute a document previously approved by the Board, the Secretary or any Assistant Secretary may execute such document.

The Board may assign additional duties to District officers from time to time, which include, but are not limited to, executing documents on behalf of the District.

The Chairperson, Vice-Chairperson, and any other person authorized by District Resolution may sign checks and warrants for the District, countersigned by the Treasurer or other persons authorized by the Board.

Committees. The Board may establish committees of the Board, either on a permanent or temporary basis, to perform specifically designated functions. Committees may include individuals who are not members of the Board. Such functions may include, but are not limited to, review of bids, proposals, and qualifications, contract negotiations, personnel matters, and budget preparation.

Record Book. The Board shall keep a permanent record book entitled “Record of Proceedings,” in which shall be recorded minutes of all meetings, resolutions, proceedings, certificates, and corporate acts. The Records of Proceedings shall be located at a District office and shall be available for inspection by the public.

Meetings. For each fiscal year, the Board shall establish a schedule of regular meetings, which shall be published in a newspaper of general circulation in the county in which the District is located and filed with the local general-purpose governments within whose boundaries the District is located. All meetings of the Board and Committees serving an advisory function shall be open to the public in accord with the provisions of Chapter 286 of the Florida Statutes.

Voting Conflict of Interest. The Board shall comply with Section 112.3143 of the Florida Statutes, so as to ensure the proper disclosure of conflicts of interest on matters coming before the Board for a vote. For the purposes of this section, "voting conflict of interest" shall be governed by the Florida Constitution and Chapters 112 and 190 of the Florida Statutes, as amended from time to time. Generally, a voting conflict exists when a Board member is called upon to vote on an item which would inure to the Board member’s special private gain or loss or the Board member knows would inure to the special private gain or loss of a principal by whom the Board member is retained, the parent organization or subsidiary of a corporate principal, a business associate, or a relative including only a father, mother, son, daughter, husband, wife, brother, sister, father-in-law, mother-in-law, son-in-law, and daughter-in-law.

When a Board member knows the member has a conflict of interest on a matter coming before the Board, the member should notify the Board’s Secretary prior to participating in any discussion with the Board on the matter. The member shall publicly announce the conflict of interest at the meeting. This announcement shall appear in the minutes.

If the Board member was elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, the Board member may vote or abstain from voting on the matter at issue. If the Board member was elected by electors residing within the District, the Board member is prohibited from voting on the matter at issue. In the event that

the Board member intends to abstain or is prohibited from voting, such Board member shall not participate in the discussion on the item subject to the vote.

The Board’s Secretary shall prepare a Memorandum of Voting Conflict (Form 8B) which shall then be signed by the Board member, filed with the Board’s Secretary, and provided for attachment to the minutes of the meeting within fifteen (15) days of the meeting.

If a Board member inadvertently votes on a matter and later learns he or she has a conflict on the matter, the member shall immediately notify the Board’s Secretary. Within fifteen (15) days of the notification, the member shall file the appropriate Memorandum of Voting Conflict, which will be attached to the minutes of the Board meeting during which the vote on the matter occurred. The Memorandum of Voting Conflict shall immediately be provided to other Board members and shall be read publicly at the next meeting held subsequent to the filing of the Memorandum of Voting Conflict. The Board member’s vote is unaffected by this filing.

It is not a conflict of interest for a Board member, the District Manager, or an employee of the District to be a stockholder, officer or employee of a landowner or of an entity affiliated with a landowner.

In the event that a Board member elected at a landowner’s election or appointed to fill a vacancy of a seat last filled at a landowner’s election, has a continuing conflict of interest, such Board member is permitted to file a Memorandum of Voting Conflict at any time in which it shall state the nature of the continuing conflict. Only one such continuing Memorandum of Voting Conflict shall be required to be filed for each term the Board member is in office.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 112.3143, 190.006, 190.007, Fla. Stat.

Rule 1.2	District Offices; Public Information and Inspection of Records; Policies; Service Contract Requirements; Financial Disclosure Coordination.

District Offices. Unless otherwise designated by the Board, the official District office shall be the District Manager’s office identified by the District Manager. If the District Manager’s office is not located within the county in which the District is located, the Board shall designate a local records office within such county which shall at a minimum contain, but not be limited to, the following documents:

Agenda packages for prior 24 months and next meeting;

Official minutes of meetings, including adopted resolutions of the Board;

Names and addresses of current Board members and District Manager, unless such addresses are protected from disclosure by law;

Adopted engineer’s reports;

Adopted assessment methodologies/reports;

Adopted disclosure of public financing;

Limited Offering Memorandum for each financing undertaken by the District;

Proceedings, certificates, bonds given by all employees, and any and all corporate acts;

District policies and rules;

Fiscal year end audits; and
Adopted budget for the current fiscal year.
The District Manager shall ensure that each District records office contains the documents required by Florida law.
Public Records. District public records include all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received in connection with the transaction of official business of the District. All District public records not otherwise restricted by law may be copied or inspected at the District Manager’s office during regular business hours. Certain District records can also be inspected and copied at the District’s local records office during regular business hours. All written public records requests shall be directed to the Secretary who by these rules is appointed as the

District’s records custodian. Regardless of the form of the request, any Board member or staff member who receives a public records request shall immediately forward or communicate such request to the Secretary for coordination of a prompt response. The Secretary, after consulting with District Counsel as to the applicability of any exceptions under the public records laws, shall be responsible for responding to the public records request. At no time can the District be required to create records or summaries of records, or prepare opinions regarding District policies, in response to a public records request.

Service Contracts. Any contract for services, regardless of cost, shall include provisions required by law that require the contractor to comply with public records laws. The District Manager shall be responsible for initially enforcing all contract provisions related to a contractor’s duty to comply with public records laws.

Fees; Copies. Copies of public records shall be made available to the requesting person at a charge of $0.15 per page for one-sided copies and $0.20 per page for two-sided copies if not more than 8 ½ by 14 inches. For copies of public records in excess of the sizes listed in this section and for outside duplication services, the charge shall be equal to the actual cost of reproduction. Certified copies of public records shall be made available at a charge of one dollar ($1.00) per page. If the nature or volume of records requested requires extensive use of information technology resources or extensive clerical or supervisory assistance, the District may charge, in addition to the duplication charge, a special service charge that is based on the cost the District incurs to produce the records requested. This charge may include, but is not limited to, the cost of information technology resource, employee labor, and fees charged to the District by consultants employed in fulfilling the request. In cases where the special service charge is based in whole or in part on the costs incurred by the District due to employee labor, consultant fees, or other forms of labor, those portions of the charge shall be calculated based on the lowest labor cost of the individual(s) who is/are qualified to perform the labor, taking into account the nature or volume of the public records to be inspected or copied. The charge may include the labor costs of supervisory and/or clerical staff whose assistance is required to complete the records request, in accordance with Florida law. For purposes of this Rule, the word “extensive” shall mean that it will take more than 15 minutes to locate, review for confidential information, copy and re-file the requested material. In cases where extensive personnel time is determined by the District to be necessary to safeguard original records being inspected, the special service charge provided for in this section shall apply. If the total fees, including but not limited to special service charges, are anticipated to exceed twenty-five dollars ($25.00), then, prior to commencing work on the request, the District will inform the person making the public records request of the estimated cost, with the understanding that the final cost may vary from that estimate. If the person making the public records request decides to proceed with the request, payment of the estimated cost is required in advance. Should the person fail to pay the estimate, the District is under no duty to produce the requested records. After the request has been fulfilled, additional payments or credits may be

due. The District is under no duty to produce records in response to future records requests if the person making the request owes the District for past unpaid duplication charges, special service charges, or other required payments or credits.

Records Retention. The Secretary of the District shall be responsible for retaining the District’s records in accordance with applicable Florida law.

Policies. The Board may adopt policies related to the conduct of its business and the provision of services either by resolution or motion.

Financial Disclosure Coordination. Unless specifically designated by Board resolution otherwise, the Secretary shall serve as the Financial Disclosure Coordinator (“Coordinator”) for the District as required by the Florida Commission on Ethics (“Commission”). The Coordinator shall create, maintain and update a list of the names, e-mail addresses, physical addresses, and names of the agency of, and the office or position held by, all Supervisors and other persons required by Florida law to file a statement of financial interest due to his or her affiliation with the District (“Reporting Individual”). The Coordinator shall provide this list to the Commission by February 1 of each year, which list shall be current as of December 31 of the prior year. Each Supervisor and Reporting Individual shall promptly notify the Coordinator in writing if there are any changes to such person’s name, e- mail address, or physical address. Each Supervisor and Reporting Individual shall promptly notify the Commission in the manner prescribed by the Commission if there are any changes to such person’s e-mail address.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 112.31446(3), 112.3145(8)(a)1., 119.07, 119.0701, 190.006, Fla. Stat.

Rule 1.3	Public Meetings, Hearings, and Workshops.

Notice. Except in emergencies, or as otherwise required by statute or these Rules, at least seven (7) days’ public notice shall be given of any public meeting, hearing or workshop of the Board. Public notice shall be given by publication in a newspaper of general circulation in the District and in the county in which the District is located. “General circulation” means a publication that is printed and published at least once a week for the preceding year, offering at least 25% of its words in the English language, qualifies as a periodicals material for postal purposes in the county in which the District is located, is for sale to the public generally, is available to the public generally for the publication of official or other notices, and is customarily containing information of a public character or of interest or of value to the residents or owners of property in the county where published, or of interest or of value to the general public. The annual meeting notice required to be published by Section 189.015 of the Florida Statutes, shall be published in a newspaper not of limited subject matter, which is published at least five days a week, unless the only newspaper in the county is published less than five days a week, and shall satisfy the requirement to give at least seven (7) days’ public notice stated herein. Each Notice shall state, as applicable:

The date, time and place of the meeting, hearing or workshop;

A brief description of the nature, subjects, and purposes of the meeting, hearing, or workshop;

The District office address for the submission of requests for copies of the agenda, as well as a contact name and telephone number for verbal requests for copies of the agenda; and

The following or substantially similar language: “Pursuant to provisions of the Americans with Disabilities Act, any person requiring special accommodations to participate in this meeting/hearing/workshop is asked to advise the District Office at least three (3) business days before the meeting/hearing/workshop by contacting the District Manager toll free at (877) 276-0889 or (954) 721-8681. If you are hearing or speech impaired,
please contact the Florida Relay Service at 1 (800) 955-8770 or 1 (800) 955- 8771, who can aid you in contacting the District Office.”

The following or substantially similar language: “A person who decides to appeal any decision made at the meeting/hearing/workshop with respect to any matter considered at the meeting/hearing/workshop 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 the appeal is to be based.”

The following or substantially similar language: “The meeting [or hearing or workshop] may be continued in progress without additional notice to a time, date, and location stated on the record.”

The date, time, and place of each meeting, hearing, or workshop of the Board shall additionally be posted on the District’s website at least seven (7) days before each meeting, hearing, or workshop.

Mistake. In the event that a meeting is held under the incorrect assumption that notice required by law and these Rules has been given, the Board at its next properly noticed meeting shall cure such defect by considering the agenda items from the prior meeting individually and anew.

Agenda. The District Manager, under the guidance of District Counsel and the Chairperson or Vice-Chairperson, shall prepare an agenda of the meeting/hearing/workshop. The agenda and any meeting materials available in an electronic format, excluding any confidential and any confidential and exempt information, shall be available to the public at least seven days before the meeting/hearing/workshop, except in an emergency. Meeting materials shall be defined as, and limited to, the agenda, meeting minutes, resolutions, and agreements of the District that District staff deems necessary for Board approval. Inclusion of additional materials for Board consideration other than those defined herein as “meeting materials” shall not convert such materials into “meeting materials.” For good cause, the agenda may be changed after it is first made available for distribution, and additional materials may be added or provided under separate cover at the meeting. The requirement of good cause shall be liberally construed to allow the District to efficiently conduct business and to avoid the expenses associated with special meetings.

The District may, but is not required to, use the following format in preparing its agenda for its regular meetings:
Call to order Roll call
Public comment Organizational matters Review of minutes
Specific items of old business Specific items of new business Staff reports
District Counsel
District Engineer
District Manager
Financial Report
Approval of Expenditures Supervisor’s requests and comments

Public comment Adjournment

Minutes. The Secretary shall be responsible for preparing and keeping the minutes of each meeting of the Board. Minutes shall be corrected and approved by the Board at a subsequent meeting. The Secretary may work with other staff members in preparing draft minutes for the Board’s consideration.

Special Requests. Persons wishing to receive, by mail, notices or agendas of meetings, may so advise the District Manager or Secretary at the District Office. Such persons shall furnish a mailing address in writing and shall be required to pre- pay the cost of the copying and postage.

Emergency Meetings. The Chairperson, or Vice-Chairperson if the Chairperson is unavailable, upon consultation with the District Manager and District Counsel, if available, may convene an emergency meeting of the Board without first having complied with sections (1) and (3) of this Rule, to act on emergency matters that may affect the public health, safety, or welfare. Whenever possible, the District Manager shall make reasonable efforts to provide public notice and notify all Board members of an emergency meeting twenty-four (24) hours in advance. Reasonable efforts may include telephone notification. Notice of the emergency meeting must be provided both before and after the meeting on the District’s website, if it has one. Whenever an emergency meeting is called, the District Manager shall be responsible for notifying at least one newspaper of general circulation in the District. After an emergency meeting, the Board shall publish in a newspaper of general circulation in the District, the time, date and place of the emergency meeting, the reasons why an emergency meeting was necessary, and a description of the action taken. Actions taken at an emergency meeting may be ratified by the Board at a regularly noticed meeting subsequently held.

Public Comment. The Board shall set aside a reasonable amount of time at each meeting for public comment and members of the public shall be permitted to provide comment on any proposition before the Board. The portion of the meeting generally reserved for public comment shall be identified in the agenda. Policies governing public comment may be adopted by the Board in accordance with Florida law.

Budget Hearing. Notice of hearing on the annual budget(s) shall be in accord with Section 190.008 of the Florida Statutes. Once adopted in accord with Section
190.008 of the Florida Statutes, the annual budget(s) may be amended from time to time by action of the Board. Approval of invoices by the Board in excess of the funds allocated to a particular budgeted line item shall serve to amend the budgeted line item.

Public Hearings. Notice of required public hearings shall contain the information required by applicable Florida law and by these Rules applicable to meeting notices

and shall be mailed and published as required by Florida law. The District Manager shall ensure that all such notices, whether mailed or published, contain the information required by Florida law and these Rules and are mailed and published as required by Florida law. Public hearings may be held during Board meetings when the agenda includes such public hearing.

Participation by Teleconference/Videoconference. District staff may participate in Board meetings by teleconference or videoconference. Board members may also participate in Board meetings by teleconference or videoconference if in the good judgment of the Board extraordinary circumstances exist; provided however, at least three Board members must be physically present at the meeting location to establish a quorum. Such extraordinary circumstances shall be presumed when a Board member participates by teleconference or videoconference, unless a majority of the Board members physically present determines that extraordinary circumstances do not exist.

Board Authorization. The District has not adopted Robert’s Rules of Order. For each agenda item, there shall be discussion permitted among the Board members during the meeting. Unless such procedure is waived by the Board, approval or disapproval of resolutions and other proposed Board actions shall be in the form of a motion by one Board member, a second by another Board member, and an affirmative vote by the majority of the Board members present. Any Board member, including the Chairperson, can make or second a motion.

Continuances. Any meeting or public hearing of the Board may be continued without re-notice or re-advertising provided that:

The Board identifies on the record at the original meeting a reasonable need for a continuance;

The continuance is to a specified date, time, and location publicly announced at the original meeting; and
The public notice for the original meeting states that the meeting may be continued to a date and time and states that the date, time, and location of any continuance shall be publicly announced at the original meeting and posted at the District Office immediately following the original meeting.

Attorney-Client Sessions. An Attorney-Client Session is permitted when the District’s attorneys deem it necessary to meet in private with the Board to discuss pending litigation to which the District is a party before a court or administrative agency or as may be authorized by law. The District’s attorney must request such session at a public meeting. Prior to holding the Attorney-Client Session, the District must give reasonable public notice of the time and date of the session and the names of the persons anticipated to attend the session. The session must commence at an open meeting in which the Chairperson or Vice-Chairperson

announces the commencement of the session, the estimated length of the session, and the names of the persons who will be attending the session. The discussion during the session is confined to settlement negotiations or strategy related to litigation expenses or as may be authorized by law. Only the Board, the District’s attorneys (including outside counsel), the District Manager, and the court reporter may attend an Attorney-Client Session. During the session, no votes may be taken and no final decisions concerning settlement can be made. Upon the conclusion of the session, the public meeting is reopened, and the Chairperson or Vice- Chairperson must announce that the session has concluded. The session must be transcribed by a court-reporter and the transcript of the session filed with the District Secretary within a reasonable time after the session. The transcript shall not be available for public inspection until after the conclusion of the litigation.

Security and Fire safety Board Discussions. Portions of a meeting which relate to or would reveal a security or fire safety system plan or portion thereof made confidential and exempt by section 119.071(3)(a), Florida Statutes, are exempt from the public meeting requirements and other requirements of section 286.011, Florida Statutes, and section 24(b), Article 1 of the State Constitution. Should the Board wish to discuss such matters, members of the public shall be required to leave the meeting room during such discussion. Any records of the Board’s discussion of such matters, including recordings or minutes, shall be maintained as confidential and exempt records in accordance with Florida law.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 189.069(2)(a)16, 190.006, 190.007, 190.008, 286.0105, 286.011, 286.0113, 286.0114, Fla. Stat.

Rule 1.4	Internal Controls to Prevent Fraud, Waste and Abuse

Internal Controls. The District shall establish and maintain internal controls designed to:

Prevent and detect “fraud,” “waste” and “abuse” as those terms are defined in section 11.45(1), Florida Statutes; and
Promote and encourage compliance with applicable laws, rules contracts, grant agreements, and best practices; and
Support economical and efficient operations; and
Ensure reliability of financial records and reports; and
Safeguard assets.

Adoption. The internal controls to prevent fraud, waste and abuse shall be adopted and amended by the District in the same manner as District policies.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 218.33(3), Fla. Stat.

Rule 2.0	Rulemaking Proceedings.

Commencement of Proceedings. Proceedings held for adoption, amendment, or repeal of a District rule shall be conducted according to these Rules. Rulemaking proceedings shall be deemed to have been initiated upon publication of notice by the District. A “rule” is a District statement of general applicability that implements, interprets, or prescribes law or policy, or describes the procedure or practice requirements of the District (“Rule”). Nothing herein shall be construed as requiring the District to consider or adopt rules unless required by Chapter 190 of the Florida Statutes. Policies adopted by the District which do not consist of rates, fees, rentals or other monetary charges may be, but are not required to be, implemented through rulemaking proceedings.

Notice of Rule Development.

Except when the intended action is the repeal of a Rule, the District shall provide notice of the development of a proposed rule by publication of a Notice of Rule Development in a newspaper of general circulation in the District before providing notice of a proposed rule as required by section (3) of this Rule. Consequently, the Notice of Rule Development shall be published at least twenty-nine (29) days prior to the public hearing on the proposed Rule. The Notice of Rule Development shall indicate the subject area to be addressed by rule development, provide a short, plain explanation of the purpose and effect of the proposed rule, cite the specific legal authority for the proposed rule, and include a statement of how a person may promptly obtain, without cost, a copy of any preliminary draft, if available.

All rules as drafted shall be consistent with Sections 120.54(1)(g) and 120.54(2)(b) of the Florida Statutes.

Notice of Proceedings and Proposed Rules.
Prior to the adoption, amendment, or repeal of any rule other than an emergency rule, the District shall give notice of its intended action, setting forth a short, plain explanation of the purpose and effect of the proposed action, a reference to the specific rulemaking authority pursuant to which the rule is adopted, and a reference to the section or subsection of the Florida Statutes being implemented, interpreted, or made specific. The notice shall include a summary of the District’s statement of the estimated regulatory costs, if one has been prepared, based on the factors set forth in Section 120.541(2) of the Florida Statutes, and a statement that any person who wishes to provide the District with a lower cost regulatory alternative as provided by Section 120.541(1), must do so in writing within twenty-one
(21) days after publication of the notice. The notice shall additionally include a statement that any affected person may request a public hearing by submitting a written request within twenty-one (21) days after the date

of publication of the notice. Except when intended action is the repeal of a rule, the notice shall include a reference to both the date on which and the place where the Notice of Rule Development required by section (2) of this Rule appeared.

The notice shall be published in a newspaper of general circulation in the District and each county in which the District is located not less than twenty- eight (28) days prior to the intended action. The proposed rule shall be available for inspection and copying by the public at the time of the publication of notice.

The notice shall be mailed to all persons named in the proposed rule and to all persons who, at least fourteen (14) days prior to such mailing, have made requests of the District for advance notice of its rulemaking proceedings. Any person may file a written request with the District Manager to receive notice by mail of District proceedings to adopt, amend, or repeal a rule. Such persons must furnish a mailing address and may be required to pay the cost of copying and mailing.

Rule Development Workshops. Whenever requested in writing by any affected person, the District must either conduct a rule development workshop prior to proposing rules for adoption or the Chairperson must explain in writing why a workshop is unnecessary. The District may initiate a rule development workshop but is not required to do so.

Petitions to Initiate Rulemaking. All Petitions to Initiate Rulemaking proceedings must contain the name, address, and telephone number of the petitioner, the specific action requested, the specific reason for adoption, amendment, or repeal, the date submitted, the text of the proposed rule, and the facts showing that the petitioner is regulated by the District or has a substantial interest in the rulemaking. Not later than sixty (60) calendar days following the date of filing a petition, the Board shall initiate rulemaking proceedings or deny the petition with a written statement of its reasons for the denial. If the petition is directed to an existing policy that the District has not formally adopted as a rule, the District may, in its discretion, notice and hold a public hearing on the petition to consider the comments of the public directed to the policy, its scope and application, and to consider whether the public interest is served adequately by the application of the policy on a case-by-case basis, as contrasted with its formal adoption as a rule. However, this section shall not be construed as requiring the District to adopt a rule to replace a policy.

Rulemaking Materials. After the publication of the notice referenced in section (3) of this Rule, the Board shall make available for public inspection and shall provide, upon request and payment of the cost of copies, the following materials:

The text of the proposed rule, or any amendment or repeal of any existing rules;

A detailed written statement of the facts and circumstances justifying the proposed rule;

A copy of the statement of estimated regulatory costs if required by Section
120.541 of the Florida Statutes; and

The published notice.

Hearing. The District may, or, upon the written request of any affected person received within twenty-one (21) days after the date of publication of the notice described in section (3) of this Rule, shall, provide a public hearing for the presentation of evidence, argument, and oral statements, within the reasonable conditions and limitations imposed by the District to avoid duplication, irrelevant comments, unnecessary delay, or disruption of the proceedings. The District shall publish notice of the public hearing in a newspaper of general circulation within the District either in the text of the notice described in section (3) of this Rule or in a separate publication at least seven (7) days before the scheduled public hearing. The notice shall specify the date, time, and location of the public hearing, and the name, address, and telephone number of the District contact person who can provide information about the public hearing. Written statements may be submitted by any person prior to or at the public hearing. All timely submitted written statements shall be considered by the District and made part of the rulemaking record.

Emergency Rule Adoption. The Board may adopt an emergency rule if it finds that immediate danger to the public health, safety, or welfare exists which requires immediate action. Prior to the adoption of an emergency rule, the District Manager shall make reasonable efforts to notify a newspaper of general circulation in the District. Notice of emergency rules shall be published as soon as possible in a newspaper of general circulation in the District. The District may use any procedure which is fair under the circumstances in the adoption of an emergency rule as long as it protects the public interest as determined by the District and otherwise complies with these provisions.

Negotiated Rulemaking. The District may use negotiated rulemaking in developing and adopting rules pursuant to Section 120.54(2)(d) of the Florida Statutes, except that any notices required under Section 120.54(2)(d) of the Florida Statutes, may be published in a newspaper of general circulation in the county in which the District is located.

Rulemaking Record. In all rulemaking proceedings, the District shall compile and maintain a rulemaking record. The record shall include, if applicable:

The texts of the proposed rule and the adopted rule;

All notices given for a proposed rule;

Any statement of estimated regulatory costs for the rule;

A written summary of hearings, if any, on the proposed rule;

All written comments received by the District and responses to those written comments; and

All notices and findings pertaining to an emergency rule.

Petitions to Challenge Existing Rules.

Any person substantially affected by a rule may seek an administrative determination of the invalidity of the rule on the ground that the rule is an invalid exercise of the District’s authority.

The petition seeking an administrative determination must state with particularity the provisions alleged to be invalid with sufficient explanation of the facts or grounds for the alleged invalidity and facts sufficient to show that the person challenging a rule is substantially affected by it.

The petition shall be filed with the District. Within 10 days after receiving the petition, the Chairperson shall, if the petition complies with the requirements of subsection (b) of this section, designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer who shall conduct a hearing within 30 days thereafter, unless the petition is withdrawn or a continuance is granted by agreement of the parties. The failure of the District to follow the applicable rulemaking procedures or requirements in this Rule shall be presumed to be material; however, the District may rebut this presumption by showing that the substantial interests of the petitioner and the fairness of the proceedings have not been impaired.

Within 30 days after the hearing, the hearing officer shall render a decision and state the reasons therefor in writing.

Hearings held under this section shall be de novo in nature. The petitioner has a burden of proving by a preponderance of the evidence that the existing rule is an invalid exercise of District authority as to the objections raised. The hearing officer may:

Administer oaths and affirmations;
Rule upon offers of proof and receive relevant evidence;

Regulate the course of the hearing, including any pre-hearing matters;

Enter orders; and

Make or receive offers of settlement, stipulation, and adjustment.

The petitioner and the District shall be adverse parties. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Variances and Waivers. A “variance” means a decision by the District to grant a modification to all or part of the literal requirements of a rule to a person who is subject to the rule. A “waiver” means a decision by the District not to apply all or part of a rule to a person who is subject to the rule. Variances and waivers from District rules may be granted subject to the following:

Variances and waivers shall be granted when the person subject to the rule demonstrates that the purpose of the underlying statute will be or has been achieved by other means by the person, and when application of the rule would create a substantial hardship or would violate principles of fairness. For purposes of this section, "substantial hardship" means a demonstrated economic, technological, legal, or other type of hardship to the person requesting the variance or waiver. For purposes of this section, "principles of fairness" are violated when the literal application of a rule affects a particular person in a manner significantly different from the way it affects other similarly situated persons who are subject to the rule.

A person who is subject to regulation by a District Rule may file a petition with the District, requesting a variance or waiver from the District’s Rule. Each petition shall specify:

The rule from which a variance or waiver is requested;

The type of action requested;

The specific facts that would justify a waiver or variance for the petitioner; and
The reason why the variance or the waiver requested would serve the purposes of the underlying statute.

The District shall review the petition and may request only that information needed to clarify the petition or to answer new questions raised by or directly related to the petition. If the petitioner asserts that any request for additional information is not authorized by law or by Rule of the District, the District shall proceed, at the petitioner’s written request, to process the petition.

The Board shall grant or deny a petition for variance or waiver and shall announce such disposition at a publicly held meeting of the Board, within ninety (90) days after receipt of the original petition, the last item of timely requested additional material, or the petitioner's written request to finish processing the petition. The District’s statement granting or denying the petition shall contain a statement of the relevant facts and reasons supporting the District's action.

Rates, Fees, Rentals and Other Charges. All rates, fees, rentals, or other charges shall be subject to rulemaking proceedings. Policies adopted by the District which do not consist of rates, fees, rentals or other charges may be, but are not required to be, implemented through rulemaking proceedings.

Specific Authority: §§ 190.011(5), 190.011(15), 190.035, Fla. Stat. Law Implemented: §§ 190.011(5), 190.035(2), Fla. Stat.

Rule 3.0	Competitive Purchase.

Purpose and Scope.  In order to comply with Sections 190.033(1) through (3),
287.055 and 287.017 of the Florida Statutes, the following provisions shall apply to the purchase of Professional Services, insurance, construction contracts, design- build services, goods, supplies, and materials, Contractual Services, and maintenance services.

Board Authorization. Except in cases of an Emergency Purchase, a competitive purchase governed by these Rules shall only be undertaken after authorization by the Board.

Definitions.

“Competitive Solicitation” means a formal, advertised procurement process, other than an Invitation to Bid, Request for Proposals, or Invitation to Negotiate, approved by the Board to purchase commodities and/or services which affords vendors fair treatment in the competition for award of a District purchase contract.

“Continuing Contract” means a contract for Professional Services entered into in accordance with Section 287.055 of the Florida Statutes, between the District and a firm, whereby the firm provides Professional Services to the District for projects in which the costs do not exceed two million dollars ($2,000,000), for a study activity when the fee for such Professional Services to the District does not exceed two hundred thousand dollars ($200,000), or for work of a specified nature as outlined in the contract with the District, with no time limitation except that the contract must provide a termination clause (for example, a contract for general District engineering services). Firms providing Professional Services under Continuing Contracts shall not be required to bid against one another.

“Contractual Service” means the rendering by a contractor of its time and effort rather than the furnishing of specific commodities. The term applies only to those services rendered by individuals and firms who are independent contractors. Contractual Services do not include auditing services, Maintenance Services, or Professional Services as defined in Section 287.055(2)(a) of the Florida Statutes, and these Rules. Contractual Services also do not include any contract for the furnishing of labor or materials for the construction, renovation, repair, modification, or demolition of any facility, building, portion of building, utility, park, parking lot, or structure or other improvement to real property entered into pursuant to Chapter 255 of the Florida Statutes, and Rules 3.5 or 3.6.

“Design-Build Contract” means a single contract with a Design-Build Firm for the design and construction of a public construction project.

“Design-Build Firm” means a partnership, corporation or other legal entity that:

Is certified under Section 489.119 of the Florida Statutes, to engage in contracting through a certified or registered general contractor or a certified or registered building contractor as the qualifying agent; or

Is certified under Section 471.023 of the Florida Statutes, to practice or to offer to practice engineering; certified under Section 481.219 of the Florida Statutes, to practice or to offer to practice architecture; or certified under Section 481.319 of the Florida Statutes, to practice or to offer to practice landscape architecture.

“Design Criteria Package” means concise, performance-oriented drawings or specifications for a public construction project. The purpose of the Design Criteria Package is to furnish sufficient information to permit Design-Build Firms to prepare a bid or a response to the District’s Request for Proposals, or to permit the District to enter into a negotiated Design- Build Contract. The Design Criteria Package must specify performance- based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. Design Criteria Packages shall require firms to submit information regarding the qualifications, availability, and past work of the firms, including the partners and members thereof.

“Design Criteria Professional” means a firm who holds a current certificate of registration under Chapter 481 of the Florida Statutes, to practice architecture or landscape architecture, or a firm who holds a current certificate as a registered engineer under Chapter 471 of the Florida Statutes, to practice engineering, and who is employed by or under contract to the District to provide professional architect services, landscape architect services, or engineering services in connection with the preparation of the Design Criteria Package.

“Emergency Purchase” means a purchase necessitated by a sudden unexpected turn of events (for example, acts of God, riot, fires, floods, hurricanes, accidents, or any circumstances or cause beyond the control of the Board in the normal conduct of its business), where the Board finds that the delay incident to competitive purchase would be detrimental to the interests of the District. This includes, but is not limited to, instances where

the time to competitively award the project will jeopardize the funding for the project, will materially increase the cost of the project, or will create an undue hardship on the public health, safety, or welfare.

“Invitation to Bid” is a written solicitation for sealed bids with the title, date, and hour of the public bid opening designated specifically and defining the commodity or service involved. It includes printed instructions prescribing conditions for bidding, qualification, evaluation criteria, and provides for a manual signature of an authorized representative. It may include one or more bid alternates.

“Invitation to Negotiate” means a written solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or services.

“Negotiate” means to conduct legitimate, arm’s length discussions and conferences to reach an agreement on a term or price.

“Professional Services” means those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of Florida, or those services performed by any architect, professional engineer, landscape architect, or registered surveyor and mapper, in connection with the firm's or individual's professional employment or practice.

“Proposal (or Reply or Response) Most Advantageous to the District” means, as determined in the sole discretion of the Board, the proposal, reply, or response that is:

Submitted by a person or firm capable and qualified in all respects to perform fully the contract requirements, who has the integrity and reliability to assure good faith performance;
The most responsive to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation as determined by the Board; and
For a cost to the District deemed by the Board to be reasonable.

“Purchase” means acquisition by sale, rent, lease, lease/purchase, or installment sale. It does not include transfer, sale, or exchange of goods, supplies, or materials between the District and any federal, state, regional or local governmental entity or political subdivision of the State of Florida.
“Request for Proposals” or “RFP” is a written solicitation for sealed proposals with the title, date, and hour of the public opening designated and requiring the manual signature of an authorized representative. It may

provide general information, applicable laws and rules, statement of work, functional or general specifications, qualifications, proposal instructions, work detail analysis, and evaluation criteria as necessary.

“Responsive and Responsible Bidder” means an entity or individual that has submitted a bid that conforms in all material respects to the Invitation to Bid and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. “Responsive and Responsible Vendor” means an entity or individual that has submitted a proposal, reply, or response that conforms in all material respects to the Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. In determining whether an entity or individual is a Responsive and Responsible Bidder (or Vendor), the District may consider, in addition to factors described in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the following:

The ability and adequacy of the professional personnel employed by the entity/individual;

The past performance of the entity/individual for the District and in other professional employment;

The willingness of the entity/individual to meet time and budget requirements;

The geographic location of the entity’s/individual’s headquarters or office in relation to the project;

The	recent,	current,	and	projected	workloads	of	the entity/individual;
The volume of work previously awarded to the entity/individual;
Whether the cost components of the bid or proposal are appropriately balanced; and

Whether the entity/individual is a certified minority business enterprise.

“Responsive Bid,” “Responsive Proposal,” “Responsive Reply,” and “Responsive Response” all mean a bid, proposal, reply, or response which conforms in all material respects to the specifications and conditions in the Invitation to Bid, Request for Proposals, Invitations to Negotiate, or

Competitive Solicitation document and these Rules, and the cost components of which, if any, are appropriately balanced. A bid, proposal, reply or response is not responsive if the person or firm submitting it fails to meet any material requirement relating to the qualifications, financial stability, or licensing of the bidder.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.033, 255.20, 287.055, Fla. Stat.

Rule 3.1	Procedure Under the Consultants' Competitive Negotiations Act.

Scope. The following procedures are adopted for the selection of firms or individuals to provide Professional Services exceeding the thresholds herein described, for the negotiation of such contracts, and to provide for protest of actions of the Board under this Rule. As used in this Rule, “Project” means that fixed capital outlay study or planning activity when basic construction cost is estimated by the District to exceed the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FIVE, or for a planning study activity when the fee for Professional Services is estimated by the District to exceed the threshold amount provided in Section 287.017 for CATEGORY TWO, as such categories may be amended or adjusted from time to time.

Qualifying Procedures. In order to be eligible to provide Professional Services to the District, a consultant must, at the time of receipt of the firm’s qualification submittal:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the consultant is a corporation; and

Meet any qualification requirements set forth in the District’s Request for Qualifications.

Evidence of compliance with this Rule may be submitted with the qualifications, if requested by the District. In addition, evidence of compliance must be submitted any time requested by the District.

Public Announcement. Except in cases of valid public emergencies as certified by the Board, the District shall announce each occasion when Professional Services are required for a Project or a Continuing Contract by publishing a notice providing a general description of the Project, or the nature of the Continuing Contract, and the method for interested consultants to apply for consideration. The notice shall appear in at least one (1) newspaper of general circulation in the District and in such other places as the District deems appropriate. The notice must allow at least fourteen (14) days for submittal of qualifications from the date of publication. The District may maintain lists of consultants interested in receiving such notices. These consultants are encouraged to submit annually statements of qualifications and performance data. The District shall make reasonable efforts to provide copies of any notices to such consultants, but the failure to do so shall not give such consultants any bid protest or other rights or otherwise disqualify any otherwise valid procurement process.  The Board has the right to reject any and all

qualifications, and such reservation shall be included in the published notice. Consultants not receiving a contract award shall not be entitled to recover from the District any costs of qualification package preparation or submittal.

Competitive Selection.

The Board shall review and evaluate the data submitted in response to the notice described in section (3) of this Rule regarding qualifications and performance ability, as well as any statements of qualifications on file. The Board shall conduct discussions with, and may require public presentation by consultants regarding their qualifications, approach to the Project, and ability to furnish the required services. The Board shall then select and list the consultants, in order of preference, deemed to be the most highly capable and qualified to perform the required Professional Services, after considering these and other appropriate criteria:

The ability and adequacy of the professional personnel employed by each consultant;

Whether a consultant is a certified minority business enterprise;

Each consultant’s past performance;

The willingness of each consultant to meet time and budget requirements;

The geographic location of each consultant's headquarters, office and personnel in relation to the project;

The recent, current, and projected workloads of each consultant; and
The volume of work previously awarded to each consultant by the District.
Nothing in these Rules shall prevent the District from evaluating and eventually selecting a consultant if less than three (3) Responsive qualification packages, including packages indicating a desire not to provide Professional Services on a given Project, are received.

If the selection process is administered by any person or committee other than the full Board, the selection made will be presented to the full Board with a recommendation that competitive negotiations be instituted with the selected firms in order of preference listed.

Notice of the rankings adopted by the Board, including the rejection of some or all qualification packages, shall be provided in writing to all consultants

by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s ranking decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

Competitive Negotiation.

After the Board has authorized the beginning of competitive negotiations, the District may begin such negotiations with the firm listed as most qualified to perform the required Professional Services at a rate or amount of compensation which the Board determines is fair, competitive, and reasonable.

In negotiating a lump-sum or cost-plus-a-fixed-fee professional contract for more than the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, the firm receiving the award shall be required to execute a truth-in-negotiation certificate stating that "wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting." In addition, any professional service contract under which such a certificate is required, shall contain a provision that "the original contract price and any additions thereto, shall be adjusted to exclude any significant sums by which the Board determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs."

Should the District be unable to negotiate a satisfactory agreement with the firm determined to be the most qualified at a price deemed by the District to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the District shall immediately begin negotiations with the second most qualified firm. If a satisfactory agreement with the second firm cannot be reached, those negotiations shall be terminated and negotiations with the third most qualified firm shall be undertaken.

Should the District be unable to negotiate a satisfactory agreement with one of the top three (3) ranked consultants, additional firms shall be selected by the District, in order of their competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Continuing Contract. Nothing in this Rule shall prohibit a Continuing Contract between a consultant and the District.

Emergency Purchase. The District may make an Emergency Purchase without complying with these Rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, 287.055, Fla. Stat.

Rule 3.2	Procedure Regarding Auditor Selection.

In order to comply with the requirements of Section 218.391 of the Florida Statutes, the following procedures are outlined for selection of firms or individuals to provide Auditing Services and for the negotiation of such contracts. For audits required under Chapter 190 of the Florida Statutes but not meeting the thresholds of Chapter 218 of the Florida Statutes, the District need not follow these procedures but may proceed with the selection of a firm or individual to provide Auditing Services and for the negotiation of such contracts in the manner the Board determines is in the best interests of the District.

Definitions.

"Auditing Services" means those services within the scope of the practice of a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

"Committee" means the auditor selection committee appointed by the Board as described in section (2) of this Rule.

Establishment of Auditor Selection Committee. Prior to a public announcement under section (4) of this Rule that Auditing Services are required, the Board shall establish an auditor selection committee (“Committee”), the primary purpose of which is to assist the Board in selecting an auditor to conduct the annual financial audit required by Section 218.39 of the Florida Statutes. The Committee shall include at least three individuals, at least one of which must also be a member of the Board. The establishment and selection of the Committee must be conducted at a publicly noticed and held meeting of the Board. The Chairperson of the Committee must be a member of the Board. An employee, a chief executive officer, or a chief financial officer of the District may not serve as a member of the Committee; provided however such individual may serve the Committee in an advisory capacity.

Establishment of Minimum Qualifications and Evaluation Criteria. Prior to a public announcement under section (4) of this Rule that Auditing Services are required, the Committee shall meet at a publicly noticed meeting to establish minimum qualifications and factors to use for the evaluation of Auditing Services to be provided by a certified public accounting firm licensed under Chapter 473 of the Florida Statutes, and qualified to conduct audits in accordance with government auditing standards as adopted by the Florida Board of Accountancy.

Minimum Qualifications. In order to be eligible to submit a proposal, a firm must, at all relevant times including the time of receipt of the proposal by the District:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation; and

Meet any pre-qualification requirements established by the Committee and set forth in the RFP or other specifications.

If requested in the RFP or other specifications, evidence of compliance with the minimum qualifications as established by the Committee must be submitted with the proposal.

Evaluation Criteria. The factors established for the evaluation of Auditing Services by the Committee shall include, but are not limited to:

Ability of personnel;

Experience;

Ability to furnish the required services; and

Such other factors as may be determined by the Committee to be applicable to its particular requirements.

The Committee may also choose to consider compensation as a factor. If the Committee establishes compensation as one of the factors, compensation shall not be the sole or predominant factor used to evaluate proposals.

Public Announcement. After identifying the factors to be used in evaluating the proposals for Auditing Services as set forth in section (3) of this Rule, the Committee shall publicly announce the opportunity to provide Auditing Services. Such public announcement shall include a brief description of the audit and how interested firms can apply for consideration and obtain the RFP. The notice shall appear in at least one (1) newspaper of general circulation in the District and the county in which the District is located. The public announcement shall allow for at least seven (7) days for the submission of proposals.

Request for Proposals. The Committee shall provide interested firms with a Request for Proposals (“RFP”). The RFP shall provide information on how proposals are to be evaluated and such other information the Committee determines is necessary for the firm to prepare a proposal. The RFP shall state the time and

place for submitting proposals.

Committee’s Evaluation of Proposals and Recommendation. The Committee shall meet at a publicly held meeting that is publicly noticed for a reasonable time in advance of the meeting to evaluate all qualified proposals and may, as part of the evaluation, require that each interested firm provide a public presentation where the Committee may conduct discussions with the firm, and where the firm may present information, regarding the firm’s qualifications. At the public meeting, the Committee shall rank and recommend in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services after considering the factors established pursuant to subsection (3)(b) of this Rule. If fewer than three firms respond to the RFP or if no firms respond to the RFP, the Committee shall recommend such firm as it deems to be the most highly qualified. Notwithstanding the foregoing, the Committee may recommend that any and all proposals be rejected.

Board Selection of Auditor.

Where compensation was not selected as a factor used in evaluating the proposals, the Board shall negotiate with the firm ranked first and inquire of that firm as to the basis of compensation. If the Board is unable to negotiate a satisfactory agreement with the first ranked firm at a price deemed by the Board to be fair, competitive, and reasonable, then negotiations with that firm shall be terminated and the Board shall immediately begin negotiations with the second ranked firm. If a satisfactory agreement with the second ranked firm cannot be reached, those negotiations shall be terminated and negotiations with the third ranked firm shall be undertaken. The Board may reopen formal negotiations with any one of the three top-ranked firms, but it may not negotiate with more than one firm at a time. If the Board is unable to negotiate a satisfactory agreement with any of the selected firms, the Committee shall recommend additional firms in order of the firms’ respective competence and qualifications. Negotiations shall continue, beginning with the first-named firm on the list, until an agreement is reached or the list of firms is exhausted.

Where compensation was selected as a factor used in evaluating the proposals, the Board shall select the highest-ranked qualified firm or document in its public records the reason for not selecting the highest- ranked qualified firm.

In negotiations with firms under this Rule, the Board may allow the District Manager, District Counsel, or other designee to conduct negotiations on its behalf.

Notwithstanding the foregoing, the Board may reject any or all proposals. The Board shall not consider any proposal, or enter into any contract for Auditing Services, unless the proposed agreed-upon compensation is reasonable to satisfy the requirements of Section 218.39 of the Florida Statutes, and the needs of the District.

Contract. Any agreement reached under this Rule shall be evidenced by a written contract, which may take the form of an engagement letter signed and executed by both parties. The written contract shall include all provisions and conditions of the procurement of such services and shall include, at a minimum, the following:

A provision specifying the services to be provided and fees or other compensation for such services;

A provision requiring that invoices for fees or other compensation be submitted in sufficient detail to demonstrate compliance with the terms of the contract;

A provision setting forth deadlines for the auditor to submit a preliminary draft audit report to the District for review and to submit a final audit report no later than June 30 of the fiscal year that follows the fiscal year for which the audit is being conducted;

A provision specifying the contract period, including renewals, and conditions under which the contract may be terminated or renewed. The maximum contract period including renewals shall be five (5) years. A renewal may be done without the use of the auditor selection procedures provided in this Rule but must be in writing.

Provisions required by law that require the auditor to comply with public records laws.
Notice of Award. Once a negotiated agreement with a firm or individual is reached, or the Board authorizes the execution of an agreement with a firm where compensation was a factor in the evaluation of proposals, notice of the intent to award, including the rejection of some or all proposals, shall be provided in writing to all proposers by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests regarding the award of contracts under this Rule shall be as provided for in Rule 3.11. No proposer shall be entitled to recover any costs of proposal preparation or submittal from the District.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 119.0701, 218.33, 218.391, Fla. Stat.

Rule 3.3	Purchase of Insurance.

Scope. The purchases of life, health, accident, hospitalization, legal expense, or annuity insurance, or all of any kinds of such insurance for the officers and employees of the District, and for health, accident, hospitalization, and legal expenses upon a group insurance plan by the District, shall be governed by this Rule. This Rule does not apply to the purchase of any other type of insurance by the District, including but not limited to liability insurance, property insurance, and directors and officers insurance. Nothing in this Rule shall require the District to purchase insurance.

Procedure. For a purchase of insurance within the scope of these Rules, the following procedure shall be followed:

The Board shall cause to be prepared a Notice of Invitation to Bid.

Notice of the Invitation to Bid shall be advertised at least once in a newspaper of general circulation within the District. The notice shall allow at least fourteen (14) days for submittal of bids.

The District may maintain a list of persons interested in receiving notices of Invitations to Bid. The District shall make reasonable efforts to provide copies of any notices to such persons, but the failure to do so shall not give such consultants any bid protest or other rights or otherwise disqualify any otherwise valid procurement process.

Bids shall be opened at the time and place noted in the Invitation to Bid.

If only one (1) response to an Invitation is received, the District may proceed with the purchase. If no response to an Invitation to Bid is received, the District may take whatever steps are reasonably necessary in order to proceed with the purchase.

The Board has the right to reject any and all bids and such reservations shall be included in all solicitations and advertisements.
Simultaneously with the review of the submitted bids, the District may undertake negotiations with those companies that have submitted reasonable and timely bids and, in the opinion of the District, are fully qualified and capable of meeting all services and requirements. Bid responses shall be evaluated in accordance with the specifications and criteria contained in the Invitation to Bid; in addition, the total cost to the District, the cost, if any, to the District officers, employees, or their dependents, the geographic location of the company’s headquarters and offices in relation to the District, and the ability of the company to guarantee premium stability may be considered. A contract to purchase insurance

shall be awarded to that company whose response to the Invitation to Bid best meets the overall needs of the District, its officers, employees, and/or dependents.

Notice of the intent to award, including rejection of some or all bids, shall be provided in writing to all bidders by United States Mail, by hand delivery, or by overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of insurance under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 112.08, Fla. Stat.

Rule 3.4	Pre-qualification

Scope. In its discretion, the District may undertake a pre-qualification process in accordance with this Rule for vendors to provide construction services, goods, supplies, and materials, Contractual Services, and maintenance services.

Procedure. When the District seeks to pre-qualify vendors, the following procedures shall apply:

The Board shall cause to be prepared a Request for Qualifications.

For construction services exceeding the thresholds described in Section
255.20 of the Florida Statutes, the Board must advertise the proposed pre- qualification criteria and procedures and allow at least seven (7) days notice of the public hearing for comments on such pre-qualification criteria and procedures. At such public hearing, potential vendors may object to such pre-qualification criteria and procedures. Following such public hearing, the Board shall formally adopt pre-qualification criteria and procedures prior to the advertisement of the Request for Qualifications for construction services.

The Request for Qualifications shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall allow at least seven (7) days for submittal of qualifications for goods, supplies and materials, Contractual Services, maintenance services, and construction services under two hundred fifty thousand dollars ($250,000). The notice shall allow at least twenty-one (21) days for submittal of qualifications for construction services estimated to cost over two hundred fifty thousand dollars ($250,000) and thirty (30) days for construction services estimated to cost over five hundred thousand dollars ($500,000).

The District may maintain lists of persons interested in receiving notices of Requests for Qualifications. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any pre-qualification determination or contract awarded in accordance with these Rules and shall not be a basis for a protest of any pre-qualification determination or contract award.

If the District has pre-qualified vendors for a particular category of purchase, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies or responses in response to the applicable Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

In order to be eligible to submit qualifications, a firm or individual must, at the time of receipt of the qualifications:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Request for Qualifications.

Evidence of compliance with these Rules must be submitted with the qualifications if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the qualifications.

Qualifications shall be presented to the Board, or a committee appointed by the Board, for evaluation in accordance with the Request for Qualifications and this Rule. Minor variations in the qualifications may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature.

All vendors determined by the District to meet the pre-qualification requirements shall be pre-qualified. To assure full understanding of the responsiveness to the requirements contained in a Request for Qualifications, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion and revision of qualifications. 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.

The Board shall have the right to reject all qualifications if there are not enough to be competitive or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of qualification preparation or submittal from the District.
Notice of intent to pre-qualify, including rejection of some or all qualifications, shall be provided in writing to all vendors by United States Mail, electronic mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time

prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s pre-qualification decisions under this Rule shall be in accordance with the procedures set forth in Rule 3.11; provided however, protests related to the pre- qualification criteria and procedures for construction services shall be resolved in accordance with section (2)(b) of this Rule and Section 255.20(1)(b) of the Florida Statutes.

Suspension, Revocation, or Denial of Qualification
The District, for good cause, may deny, suspend, or revoke a prequalified vendor’s pre-qualified status. A suspension, revocation, or denial for good cause shall prohibit the vendor from bidding on any District construction contract for which qualification is required, shall constitute a determination of non-responsibility to bid on any other District construction or maintenance contract, and shall prohibit the vendor from acting as a material supplier or subcontractor on any District contract or project during the period of suspension, revocation, or denial. Good cause shall include the following:
One of the circumstances specified under Section 337.16(2), Fla. Stat., has occurred.
Affiliated contractors submitted more than one proposal for the same work. In this event the pre-qualified status of all of the affiliated bidders will be revoked, suspended, or denied. All bids of affiliated bidders will be rejected.
The vendor made or submitted false, deceptive, or fraudulent statements, certifications, or materials in any claim for payment or any information required by any District contract.
The vendor or its affiliate defaulted on any contract or a contract surety assumed control of financial responsibility for any contract of the vendor.
The vendor’s qualification to bid is suspended, revoked, or denied by any other public or semi-public entity, or the vendor has been the subject of a civil enforcement proceeding or settlement involving a public or semi-public entity.
The vendor failed to comply with contract or warranty requirements or failed to follow District direction in the performance of a contract.
The vendor failed to timely furnish all contract documents required by the contract specifications, special provisions, or by any state or federal statutes or regulations. If the vendor fails to furnish any of the subject contract documents by the expiration of the period of suspension, revocation, or denial set forth above, the vendor’s pre-qualified status

shall remain suspended, revoked, or denied until the documents are furnished.
The vendor failed to notify the District within 10 days of the vendor, or any of its affiliates, being declared in default or otherwise not completing work on a contract or being suspended from qualification to bid or denied qualification to bid by any other public or semi-public agency.
The vendor did not pay its subcontractors or suppliers in a timely manner or in compliance with contract documents.
The vendor has demonstrated instances of poor or unsatisfactory performance, deficient management resulting in project delay, poor quality workmanship, a history of payment of liquidated damages, untimely completion of projects, uncooperative attitude, contract litigation, inflated claims or defaults.
An affiliate of the vendor has previously been determined by the District to be non-responsible, and the specified period of suspension, revocation, denial, or non-responsibility remains in effect.
The vendor or affiliate(s) has been convicted of a contract crime.
The term “contract crime” means any violation of state or federal antitrust laws with respect to a public contract or any violation of any state or federal law involving fraud, bribery, collusion, conspiracy, or material misrepresentation with respect to a public contract.
The term “convicted” or “conviction” means a finding of guilt or a conviction of a contract crime, with or without an adjudication of guilt, in any federal or state trial court of record as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
A denial, suspension, or revocation shall prohibit the vendor from being a subcontractor on District work during the period of denial, suspension, or revocation, except when a prime contractor’s bid has used prices of a subcontractor who becomes disqualified after the bid, but before the request for authorization to sublet is presented.
The District shall inform the vendor in writing of its intent to deny, suspend, or revoke its pre-qualified status and inform the vendor of its right to a hearing, the procedure which must be followed, and the applicable time limits. If a hearing is requested within 10 days after the receipt of the notice of intent, the hearing shall be held within 30 days after receipt by the District of the request for the hearing. The decision shall be issued within 15 days after the hearing.

Such suspension or revocation shall not affect the vendor’s obligations under any preexisting contract.
In the case of contract crimes, the vendor’s pre-qualified status under this Rule shall be revoked indefinitely. For all violations of Rule 3.4(3)(a) other than for the vendor’s conviction for contract crimes, the revocation, denial, or suspension of a vendor’s pre-qualified status under this Rule shall be for a specific period of time based on the seriousness of the deficiency.
Examples of factors affecting the seriousness of a deficiency are:
Impacts on project schedule, cost, or quality of work;
Unsafe conditions allowed to exist;
Complaints from the public;
Delay or interference with the bidding process;
The potential for repetition;
Integrity of the public contracting process;
Effect on the health, safety, and welfare of the public.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.033, 255.0525, 255.20, Fla. Stat.

Rule 3.5	Construction Contracts, Not Design-Build.

Scope. All contracts for the construction or improvement of any building, structure, or other public construction works authorized by Chapter 190 of the Florida Statutes, the costs of which are estimated by the District in accordance with generally accepted cost accounting principles to be in excess of the threshold amount for applicability of Section 255.20 of the Florida Statutes, as that amount may be indexed or amended from time to time, shall be let under the terms of these Rules and the procedures of Section 255.20 of the Florida Statutes, as the same may be amended from time to time. A project shall not be divided solely to avoid the threshold bidding requirements.

Procedure. When a purchase of construction services is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation in the District and in the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least twenty-one (21) days for submittal of sealed bids, proposals, replies, or responses, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of bids, proposals, replies, or responses. If the Board has previously pre-qualified contractors pursuant to Rule 3.4 and determined that only the contractors that have been pre-qualified will be permitted to submit bids, proposals, replies, and responses, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation need not be published. Instead, the Notice of Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be sent to the pre-qualified contractors by United States Mail, hand delivery, facsimile, or overnight delivery service.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified providers of construction services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, or responses to Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations.

In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the bidder is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects including but not limited to, reemployment assistance, safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response, if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation and these Rules. Minor variations in the bids,

proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No contractor shall be entitled to recover any costs of bid, proposal, response, or reply preparation or submittal from the District.

The Board may require potential contractors to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.
Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses, shall be provided in writing to all contractors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of construction services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase construction services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may

proceed with the procurement of construction services, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the construction services without further competitive selection processes.

Sole Source; Government. Construction services that are only available from a single source are exempt from this Rule. Construction services provided by governmental agencies are exempt from this Rule. This Rule shall not apply to the purchase of construction services, which may include goods, supplies, or materials, that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules. A contract for construction services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board Meeting.

Exceptions. This Rule is inapplicable when:

The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;
The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contract; or
The District, after public notice, conducts a public meeting under Section
286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.

Rule 3.6	Construction Contracts, Design-Build.

Scope. The District may utilize Design-Build Contracts for any public construction project for which the Board determines that use of such contract is in the best interest of the District. When letting a Design-Build Contract, the District shall use the following procedure:

Procedure.

The District shall utilize a Design Criteria Professional meeting the requirements of Section 287.055(2)(k) of the Florida Statutes, when developing a Design Criteria Package, evaluating the proposals and qualifications submitted by Design-Build Firms, and determining compliance of the project construction with the Design Criteria Package. The Design Criteria Professional may be an employee of the District, may be the District Engineer selected by the District pursuant to Section 287.055 of the Florida Statutes, or may be retained pursuant to Rule 3.1. The Design Criteria Professional is not eligible to render services under a Design-Build Contract executed pursuant to the Design Criteria Package.

A Design Criteria Package for the construction project shall be prepared and sealed by the Design Criteria Professional. If the project utilizes existing plans, the Design Criteria Professional shall create a Design Criteria Package by supplementing the plans with project specific requirements, if any.

The Board may either choose to award the Design-Build Contract pursuant to the competitive proposal selection process set forth in Section 287.055(9) of the Florida Statutes, or pursuant to the qualifications-based selection process pursuant to Rule 3.1.

Qualifications-Based Selection. If the process set forth in Rule 3.1 is utilized, subsequent to competitive negotiations, a guaranteed maximum price and guaranteed completion date shall be established.
Competitive Proposal-Based Selection. If the competitive proposal selection process is utilized, the Board, in consultation with the Design Criteria Professional, shall establish the criteria, standards and procedures for the evaluation of Design-Build Proposals based on price, technical, and design aspects of the project, weighted for the project. After a Design Criteria Package and the standards and procedures for evaluation of proposals have been developed, competitive proposals from qualified firms shall be solicited pursuant to the design criteria by the following procedure:

A Request for Proposals shall be advertised at least once in a newspaper of general circulation in the county in which the District is located. The notice shall allow at least twenty-one
(21) days for submittal of sealed proposals, unless the Board, for good cause, determines a shorter period of time is appropriate. Any project projected to cost more than five hundred thousand dollars ($500,000) must be noticed at least thirty (30) days prior to the date for submittal of proposals.

The District may maintain lists of persons interested in receiving notices of Requests for Proposals. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

In order to be eligible to submit a proposal, a firm must, at the time of receipt of the proposals:

Hold the required applicable state professional licenses in good standing, as defined by Section 287.055(2)(h) of the Florida Statutes;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the proposer is a corporation;
Meet any special pre-qualification requirements set forth in the Request for Proposals and Design Criteria Package.

Any contractor that has been found guilty by a court of any violation of federal labor or employment tax laws regarding subjects including but not limited to reemployment assistance, safety, tax withholding, worker’s compensation, unemployment tax, social security and Medicare tax, wage or hour, or prevailing rate laws within the past 5 years may be considered ineligible by the District to submit a bid, response, or proposal for a District project.

Evidence of compliance with these Rules must be submitted with the proposal if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the proposal.

The proposals, or the portions of which that include the price, shall be publicly opened at a meeting noticed in accordance with Rule 1.3, and at which at least one district representative is present. The name of each bidder and the price submitted in the bid shall be announced at such meeting and shall be made available upon request. Minutes should be taken at the meeting and maintained by the District. In consultation with the Design Criteria Professional, the Board shall evaluate the proposals received based on evaluation criteria and procedures established prior to the solicitation of proposals, including but not limited to qualifications, availability, and past work of the firms and the partners and members thereof. The Board shall then select no fewer than three (3) Design-Build Firms as the most qualified.

The Board shall have the right to reject all proposals if the proposals are too high, or rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of proposal preparation or submittal from the District.

If less than three (3) Responsive Proposals are received, the District may purchase design-build services or may reject the proposals for lack of competitiveness. If no Responsive Proposals are received, the District may proceed with the procurement of design-build services in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the design-build services without further competitive selection processes.

Notice of the rankings adopted by the Board, including the rejection of some or all proposals, shall be provided in writing to all consultants by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect.  Protests of the

District’s rankings under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

The Board shall negotiate a contract with the firm ranking the highest based on the evaluation standards and shall establish a price which the Board determines is fair, competitive and reasonable. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the second most qualified firm, based on the ranking by the evaluation standards. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the second most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. The Board shall then undertake negotiations with the third most qualified firm. Should the Board be unable to negotiate a satisfactory contract with the firm considered to be the third most qualified at a price considered by the Board to be fair, competitive, and reasonable, negotiations with that firm must be terminated. Should the Board be unable to negotiate a satisfactory contract with any of the selected firms, the Board shall select additional firms in order of their rankings based on the evaluation standards and continue negotiations until an agreement is reached or the list of firms is exhausted.

After the Board contracts with a firm, the firm shall bring to the Board for approval, detailed working drawings of the project.
The Design Criteria Professional shall evaluate the compliance of the detailed working drawings and project construction with the Design Criteria Package and shall provide the Board with a report of the same.

Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchase. The Board may, in case of public emergency, declare an emergency and immediately proceed with negotiations with the best qualified Design-Build Firm available at the time. The fact that an Emergency Purchase has occurred shall be noted in the minutes of the next Board meeting.

Exceptions. This Rule is inapplicable when:

The project is undertaken as repair or maintenance of an existing public facility;

The funding source of the project will be diminished or lost because the time required to competitively award the project after the funds become available exceeds the time within which the funding source must be spent;

The District has competitively awarded a project and the contractor has abandoned the project or the District has terminated the contractor; or

The District, after public notice, conducts a public meeting under Section
286.011 of the Florida Statutes, and finds by a majority vote of the Board that it is in the public’s best interest to perform the project using its own services, employees, and equipment.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 189.053, 190.033, 255.0518, 255.0525, 255.20, 287.055, Fla. Stat.

Rule 3.7	Payment and Performance Bonds.

Scope. This Rule shall apply to contracts for the construction of a public building, for the prosecution and completion of a public work, or for repairs upon a public building or public work and shall be construed in addition to terms prescribed by any other Rule that may also apply to such contracts.

Required Bond. Upon entering into a contract for any of the services described in section (1) of this Rule in excess of $200,000, the Board should require that the contractor, before commencing the work, execute and record a payment and performance bond in an amount equal to the contract price. Notwithstanding the terms of the contract or any other law, the District may not make payment to the contractor until the contractor has provided to the District a certified copy of the recorded bond.

Discretionary Bond. At the discretion of the Board, upon entering into a contract for any of the services described in section (1) of this Rule for an amount not exceeding $200,000, the contractor may be exempted from executing a payment and performance bond.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 255.05, Fla. Stat.

Rule 3.8	Goods, Supplies, and Materials.

Purpose and Scope. All purchases of goods, supplies, or materials exceeding the amount provided in Section 287.017 of the Florida Statutes, for CATEGORY FOUR, shall be purchased under the terms of this Rule. Contracts for purchases of “goods, supplies, and materials” do not include printing, insurance, advertising, or legal notices. A contract involving goods, supplies, or materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

Procedure. When a purchase of goods, supplies, or materials is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, or Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified suppliers of goods, supplies, and materials, then, at the option of the District, only those persons who have been pre- qualified will be eligible to submit bids, proposals, replies, or responses.

In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Any firm or individual whose principal place of business is outside the State of Florida must also submit a written opinion of an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that foreign state to business entities whose principal places of business are in that foreign state, in the letting of any or all public contracts. Failure to submit such a written opinion or submission of a false or misleading written opinion may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and this Rule. Minor variations in the bids, proposals, replies, or responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid, after taking into account the preferences provided for in this subsection, submitted by a Responsive and Responsible Bidder in response to an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be accepted. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which does not grant a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of

Florida shall be awarded a preference of five (5) percent. If the lowest Responsive Bid is submitted by a Responsive and Responsible Bidder whose principal place of business is located in a foreign state which grants a preference in competitive purchase to businesses whose principal place of business are in that foreign state, the lowest Responsible and Responsive Bidder whose principal place of business is in the State of Florida shall be awarded a preference equal to the preference granted by such foreign state.

To assure full understanding of the responsiveness to the solicitation requirements contained in an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, and responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No vendor shall be entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s purchase of goods, supplies, and materials under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase goods, supplies, or materials, or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of goods, supplies, and materials, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the goods, supplies, and materials without further competitive selection processes.

Goods, Supplies, and Materials included in a Construction Contract Awarded Pursuant to Rule 3.5 or 3.6.	There may be occasions where the District has

undergone the competitive purchase of construction services which contract may include the provision of goods, supplies, or materials. In that instance, the District may approve a change order to the contract and directly purchase the goods, supplies, and materials. Such purchase of goods, supplies, and materials deducted from a competitively purchased construction contract shall be exempt from this Rule.

Exemption. Goods, supplies, and materials that are only available from a single source are exempt from this Rule. Goods, supplies, and materials provided by governmental agencies are exempt from this Rule. A contract for goods, supplies, or materials is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process. This Rule shall not apply to the purchase of goods, supplies or materials that are purchased under a federal, state, or local government contract that has been competitively procured by such federal, state, or local government in a manner consistent with the material procurement requirements of these Rules.

Renewal. Contracts for the purchase of goods, supplies, and/or materials subject to this Rule may be renewed for a maximum period of five (5) years.

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 189.053, 190.033, 287.017, 287.084, Fla. Stat.

Rule 3.9	Maintenance Services.

Scope. All contracts for maintenance of any District facility or project shall be set under the terms of this Rule if the cost exceeds the amount provided in Section
287.017 of the Florida Statutes, for CATEGORY FOUR. A contract involving goods, supplies, and materials plus maintenance services may, in the discretion of the Board, be treated as a contract for maintenance services. However, a purchase shall not be divided solely in order to avoid the threshold bidding requirements.

Procedure. When a purchase of maintenance services is within the scope of this Rule, the following procedures shall apply:

The Board shall cause to be prepared an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Notice of the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation shall be advertised at least once in a newspaper of general circulation within the District and within the county in which the District is located. The notice shall also include the amount of the bid bond, if one is required. The notice shall allow at least seven (7) days for submittal of bids, proposals, replies, or responses.

The District may maintain lists of persons interested in receiving notices of Invitations to Bid, Requests for Proposals, Invitations to Negotiate, and Competitive Solicitations. The District shall make a good faith effort to provide written notice, by electronic mail, United States Mail, hand delivery, or facsimile, to persons who provide their name and address to the District Manager for inclusion on the list. However, failure of a person to receive the notice shall not invalidate any contract awarded in accordance with this Rule and shall not be a basis for a protest of any contract award.

If the District has pre-qualified suppliers of maintenance services, then, at the option of the District, only those persons who have been pre-qualified will be eligible to submit bids, proposals, replies, and responses.
In order to be eligible to submit a bid, proposal, reply, or response, a firm or individual must, at the time of receipt of the bids, proposals, replies, or responses:

Hold all required applicable state professional licenses in good standing;

Hold all required applicable federal licenses in good standing, if any;

Hold a current and active Florida corporate charter or be authorized to do business in the State of Florida in accordance with Chapter 607 of the Florida Statutes, if the vendor is a corporation; and

Meet any special pre-qualification requirements set forth in the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation.

Evidence of compliance with these Rules must be submitted with the bid, proposal, reply, or response if required by the District. Failure to submit evidence of compliance when required may be grounds for rejection of the bid, proposal, reply, or response.

Bids, proposals, replies, and responses shall be publicly opened at the time and place noted on the Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation. Bids, proposals, replies, and responses shall be evaluated in accordance with the respective Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, and these Rules. Minor variations in the bids, proposals, replies, and responses may be waived by the Board. A variation is minor if waiver of the variation does not create a competitive advantage or disadvantage of a material nature. Mistakes in arithmetic extension of pricing may be corrected by the Board. Bids and proposals may not be modified or supplemented after opening; provided however, additional information may be requested and/or provided to evidence compliance, make non-material modifications, clarifications, or supplementations, and as otherwise permitted by Florida law.

The lowest Responsive Bid submitted in response to an Invitation to Bid by a Responsive and Responsible Bidder shall be accepted. In relation to a Request for Proposals, Invitation to Negotiate or Competitive Solicitation the Board shall select the Responsive Proposal, Reply, or Response submitted by a Responsive and Responsible Vendor which is most advantageous to the District. To assure full understanding of the responsiveness to the solicitation requirements contained in a Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, discussions may be conducted with qualified vendors. Vendors shall be accorded fair treatment prior to the submittal date with respect to any opportunity for discussion, preparation, and revision of bids, proposals, replies, or responses.

The Board shall have the right to reject all bids, proposals, replies, or responses because they exceed the amount of funds budgeted for the purchase, if there are not enough to be competitive, or if rejection is determined to be in the best interest of the District. No Vendor shall be

entitled to recover any costs of bid, proposal, reply, or response preparation or submittal from the District.

The Board may require bidders and proposers to furnish bid bonds, performance bonds, and/or other bonds with a responsible surety to be approved by the Board.

Notice of intent to award, including rejection of some or all bids, proposals, replies, or responses shall be provided in writing to all vendors by United States Mail, hand delivery, facsimile, or overnight delivery service. The notice shall include the following statement: "Failure to file a protest within the time prescribed in Rule 3.11 of the Rules of the District shall constitute a waiver of proceedings under those Rules," or wording to that effect. Protests of the District’s procurement of maintenance services under this Rule shall be in accordance with the procedures set forth in Rule 3.11.

If less than three (3) Responsive Bids, Proposals, Replies, or Responses are received, the District may purchase the maintenance services or may reject the bids, proposals, replies, or responses for a lack of competitiveness. If no Responsive Bid, Proposal, Reply, or Response is received, the District may proceed with the procurement of maintenance services, in the manner the Board determines is in the best interests of the District, which may include but is not limited to a direct purchase of the maintenance services without further competitive selection processes.

Exemptions. Maintenance services that are only available from a single source are exempt from this Rule. Maintenance services provided by governmental agencies are exempt from this Rule. A contract for maintenance services is exempt from this Rule if state or federal law prescribes with whom the District must contract or if the rate of payment is established during the appropriation process.

Renewal. Contracts for the purchase of maintenance services subject to this Rule may be renewed for a maximum period of five (5) years.
Contracts; Public Records. In accordance with Florida law, each contract entered into pursuant to this Rule shall include provisions required by law that require the contractor to comply with public records laws.

Emergency Purchases. The District may make an Emergency Purchase without complying with these rules. The fact that an Emergency Purchase has occurred or is necessary shall be noted in the minutes of the next Board meeting.

Specific Authority: §§ 190.011(5), 190.011(15), 190.033, Fla. Stat.
Law Implemented: §§ 119.0701, 190.033, 287.017, Fla. Stat.

Rule 3.10	Contractual Services.

Exemption from Competitive Purchase. Pursuant to Section 190.033(3) of the Florida Statutes, Contractual Services shall not be subject to competitive purchasing requirements. If an agreement is predominantly for Contractual Services, but also includes maintenance services or the purchase of goods and services, the contract shall not be subject to competitive purchasing requirements. Regardless of whether an advertisement or solicitation for Contractual Services is identified as an Invitation to Bid, Request for Proposals, Invitation to Negotiate, or Competitive Solicitation, no rights or remedies under these Rules, including but not limited to protest rights, are conferred on persons, firms, or vendors proposing to provide Contractual Services to the District.

Contracts; Public Records. In accordance with Florida law, each contract for Contractual Services shall include provisions required by law that require the contractor to comply with public records laws.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat.
Law Implemented: §§ 119.0701, 190.011(3), 190.033, Fla. Stat.

Rule 3.11	Protests with Respect to Proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8,
and 3.9.

The resolution of any protests with respect to proceedings under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, and 3.9 shall be in accordance with this Rule.

Filing.

With respect to a protest regarding qualifications, specifications, documentation, or other requirements contained in a Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation issued by the District, the notice of protest shall be filed in writing within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after the first advertisement of the Request for Qualifications, Request for Proposals, Invitation to Bid, or Competitive Solicitation. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s intended decision. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

Except for those situations covered by subsection (1)(a) of this Rule, any firm or person who is affected adversely by a District’s ranking or intended award under Rules 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, or 3.9 and desires to contest the District’s ranking or intended award, shall file with the District a written notice of protest within seventy-two (72) calendar hours (excluding Saturdays, Sundays, and state holidays) after receipt of the notice of the District’s ranking or intended award. A formal protest setting forth with particularity the facts and law upon which the protest is based shall be filed within seven (7) calendar days (including Saturdays, Sundays, and state holidays) after the initial notice of protest was filed. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file a notice of protest shall constitute a waiver of all rights to protest the District’s ranking or intended award. Failure to file a formal written protest shall constitute an abandonment of the protest proceedings and shall automatically terminate the protest proceedings.

If the requirement for the posting of a protest bond and the amount of the protest bond, which may be expressed by a percentage of the contract to be awarded or a set amount, is disclosed in the District’s competitive solicitation documents for a particular purchase under Rules 3.1, 3.2, 3.3,

3.4, 3.5, 3.6, 3.8, or 3.9, any person who files a notice of protest must post the protest bond. The amount of the protest bond shall be determined by District staff after consultation with the Board and within the limits, if any, imposed by Florida law. In the event the protest is successful, the protest bond shall be refunded to the protestor. In the event the protest is unsuccessful, the protest bond shall be applied towards the District’s costs, expenses, and attorney’s fees associated with hearing and defending the protest. In the event the protest is settled by mutual agreement of the parties, the protest bond shall be distributed as agreed to by the District and protestor.

The District does not accept documents filed by electronic mail or facsimile transmission. Filings are only accepted during normal business hours.

Contract Execution. Upon receipt of a notice of protest which has been timely filed, the District shall not execute the contract under protest until the subject of the protest is resolved. However, if the District sets forth in writing particular facts and circumstances showing that delay incident to protest proceedings will jeopardize the funding for the project, will materially increase the cost of the project, or will create an immediate and serious danger to the public health, safety, or welfare, the contract may be executed.

Informal Proceeding. If the Board determines a protest does not involve a disputed issue of material fact, the Board may, but is not obligated to, schedule an informal proceeding to consider the protest. Such informal proceeding shall be at a time and place determined by the Board. Notice of such proceeding shall be sent via facsimile, United States Mail, or hand delivery to the protestor and any substantially affected persons or parties not less than three (3) calendar days prior to such informal proceeding. Within thirty (30) calendar days following the informal proceeding, the Board shall issue a written decision setting forth the factual, legal, and policy grounds for its decision.

Formal Proceeding. If the Board determines a protest involves disputed issues of material fact or if the Board elects not to use the informal proceeding process provided for in section (3) of this Rule, the District shall schedule a formal hearing to resolve the protest. The Chairperson shall designate any member of the Board (including the Chairperson), District Manager, District Counsel, or other person as a hearing officer to conduct the hearing. The hearing officer may:

Administer oaths and affirmations;

Rule upon offers of proof and receive relevant evidence;

Regulate the course of the hearing, including any pre-hearing matters;

Enter orders; and

Make or receive offers of settlement, stipulation, and adjustment.

The hearing officer shall, within thirty (30) days after the hearing or receipt of the hearing transcript, whichever is later, file a recommended order which shall include a caption, time and place of hearing, appearances entered at the hearing, statement of the issues, findings of fact and conclusions of law, separately stated, and a recommendation for final District action. The District shall allow each party fifteen
(15) days in which to submit written exceptions to the recommended order. The District shall issue a final order within sixty (60) days after the filing of the recommended order.

Intervenors. Other substantially affected persons may join the proceedings as intervenors on appropriate terms which shall not unduly delay the proceedings.

Rejection of all Qualifications, Bids, Proposals, Replies and Responses after Receipt of Notice of Protest. If the Board determines there was a violation of law, defect, or an irregularity in the competitive solicitation process, the Bids, Proposals, Replies, and Responses are too high, or if the Board determines it is otherwise in the District’s best interest, the Board may reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew. If the Board decides to reject all qualifications, bids, proposals, replies, and responses and start the competitive solicitation process anew, any pending protests shall automatically terminate.

Settlement. Nothing herein shall preclude the settlement of any protest under this Rule at any time.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: § 190.033, Fla. Stat.

Rule 4.0	Effective Date.

These Rules shall be effective March 11, 2025, except that no election of officers required by these Rules shall be required until after the next regular election for the Board.

Specific Authority: §§ 190.011(5), 190.011(15), Fla. Stat. Law Implemented: §§ 190.011(5), 190.011(15), Fla. Stat.

Exhibit B:
Amenity Rules and Rates

PROPOSED
SUSPENSION AND TERMINATION OF ACCESS RULE
Law Implemented: ss. 120.69, 190.011, 190.012, Fla. Stat. (2024)
Effective Date: March 11, 2025

In accordance with Chapters 190 and 120 of the Florida Statutes, and on March 11, 2025, at a duly noticed public meeting, the Board of Supervisors (“Board”) of the Willow Creek II Community Development District (“District”) adopted the following rules / policies to govern disciplinary and enforcement matters. All prior rules / policies of the District governing this subject matter are hereby rescinded for any violations occurring after the date stated above.

Introduction. This rule addresses disciplinary and enforcement matters relating to the use of the Amenities and other properties owned and managed by the District (“Amenity Center” or “Amenity Facilities”).

General Rule. All persons using the Amenity Facilities and entering District properties are responsible for compliance with the Policies established for the safe operations of the District’s Amenity Facilities.

Access Card. Access Cards are the property of the District. The District may request surrender of, or may deactivate, an Access Card for violation of the District’s Policies established for the safe operations of the District’s Amenity Facilities.

Suspension and Termination of Rights. The District, through its Board of Supervisors (“Board”) and District Manager shall have the right to restrict or suspend, and after a hearing as set forth herein, terminate the Amenity Facilities access of any Patron and members of their household or Guests to use all or a portion of the Amenity Facilities for any of the following acts (each, a “Violation”):

Submitting false information on any application for use of the Amenity Facilities, including but not limited to facility rental applications;
Failing to abide by the terms of rental applications;
Permitting the unauthorized use of a Patron Card or otherwise facilitating or allowing unauthorized use of the Amenity Facilities;
Exhibiting inappropriate behavior or repeatedly wearing inappropriate attire;
Failing to pay amounts owed to the District in a proper and timely manner (with the exception of special assessments);
Failing to abide by any District rules or policies (e.g., Amenity Policies);
Treating District Staff, contractors, representatives, residents, Patrons or Guests, in a harassing or abusive manner;
Damaging, destroying, rendering inoperable or interfering with the operation of District property, Amenities or other property located on District property;
Failing to reimburse the District for Amenities or property damaged by such

person, or a minor for whom the person has charge, or a Guest;
Engaging in conduct that is likely to endanger the health, safety, or welfare of the District, District Staff, contractors, representatives, landowners, Patrons or Guests;
Committing or being alleged, in good faith, to have committed a crime on District property that leads the District to reasonably believe the health, safety or welfare of the District, District Staff, contractors, representatives, landowners, Patrons or Guests is likely endangered;
Engaging in another Violation after a verbal warning has been given by staff (which verbal warning is not required); or
Such person’s Guest or a member of their household committing any of the above Violations.
Permanent termination of access to the District’s Amenity Facilities shall only be considered and implemented by the Board in situations that pose a long term or continuing threat to the health, safety and/or welfare of the District, District Staff, contractors, representatives, landowners, Patrons or Guests. The Board, in its sole discretion and upon motion of any Board member, may vote to rescind a termination of access to the Amenity Facilities.

Suspension Procedures.
Immediate Suspension. The District Manager or his or her designee has the ability to immediately remove any person from one or all Amenities or issue a suspension for up to sixty (60) days for the Violations described above, or when such action is necessary to protect the health, safety and welfare of other Patrons and their Guests, or to protect the District’s Amenities or property from damage. If, based on the nature of the offense, staff recommends a suspension longer than sixty (60) days, such suspension shall be considered at the next Board meeting. Crimes committed or allegedly committed on District property shall automatically result in an immediate suspension until the next Board meeting.
Notice of Suspension. The District Manager or his or her designee shall mail a letter to the person suspended referencing the conduct at issue, the sections of the District’s rules and policies violated, the time, date, and location of the next regular Board meeting where the person’s suspension will be presented to the Board, and a statement that the person has a right to appear before the Board and offer testimony and evidence why the suspension should be lifted. If the person is a minor, the letter shall be sent to the adults at the address within the community where the minor resides.
Administrative Reimbursement. The Board may in its discretion require payment of an administrative reimbursement of up to Five Hundred Dollars ($500) in order to offset the actual legal and/or administrative expenses incurred by the District as a result of a Violation (“Administrative Reimbursement”). Such Administrative Reimbursement shall be in addition to any suspension or termination of Amenity access, any applicable legal action warranted by the circumstances, and/or any Property Damage Reimbursement (defined below).

Property Damage Reimbursement. If damage to District property or Amenities occurred in connection with a Violation, the person or persons who caused the damage, or the person whose guest caused the damage, or the person who has charge of a minor that caused the damage, shall reimburse the District for the costs of cleaning, repairing, and/or replacing the property (“Property Damage Reimbursement”). Such Property Damage Reimbursement shall be in addition to any suspension or

termination of Amenity access, any applicable legal action warranted by the circumstances, and/or any Administrative Reimbursement.
Initial Hearing by the Board; Administrative Reimbursement; Property Damage Reimbursement.

If a person’s Amenity Facilities privileges are suspended, as referenced in Section 5, such person shall be entitled to a hearing at the next regularly scheduled Board meeting that is at least eight (8) days after the initial suspension, as evidenced by the date of notice sent by certified electronic or other mail service or as soon thereafter as a Board meeting is held if the meeting referenced in the letter is canceled, during which both District staff and the person subject to the suspension shall be given the opportunity to appear, present testimony and evidence, cross examine witnesses present, and make arguments. The Board may also ask questions of District Staff, the person subject to the suspension, and witnesses present. All persons are entitled to be represented by a licensed Florida attorney at such hearing if they so choose. Any written materials should be submitted at least seven (7) days before the hearing for consideration by the Board. If the date of the suspension is less than eight
days before a Board meeting, the hearing may be scheduled for the following Board meeting at the discretion of the person subject to the suspension.
The person subject to the suspension may request an extension of the hearing date to a future Board meeting, which shall be granted upon a showing of good cause, but such extension shall not stay the suspension.
After the presentations by District Staff, witnesses and the person subject to the suspension, the Board shall consider the facts and circumstances and determine whether to lift or extend the suspension or impose a termination. In determining the length of any suspension, or a termination, the Board shall consider the nature of the conduct, the circumstances of the conduct, the number of rules or policies violated, the person’s escalation or de-escalation of the situation, and any prior Violations and/or suspensions.
The Board shall also determine whether an Administrative Reimbursement is warranted and, if so, set the amount of such Administrative Reimbursement.
The Board shall also determine whether a Property Damage Reimbursement is warranted and, if so, set the amount of such Property Damage Reimbursement. If the cost to clean, repair and/or replace the property is not yet available, the Property Damage Reimbursement shall be fixed at the next regularly scheduled Board meeting after the cost to clean, repair, and/or replace the property is known.
After the conclusion of the hearing, the District Manager or his/her designee shall mail a letter to the person suspended identifying the Board’s determination at such hearing.

Suspension by the Board. The Board on its own initiative acting at a noticed public meeting may elect to consider a suspension of a person’s access for committing any of the Violations outlined in Section 4. In such circumstances, a letter shall be sent to the person suspended which contains all the information required by Section 5, and the hearing shall be conducted in accordance with Section 8.

Automatic Extension of Suspension for Non-Payment. Unless there is an affirmative vote of the Board otherwise, no suspension or termination will be lifted or expire until all Administrative Reimbursements and Property Damage Reimbursements have been paid to the District. If an Administrative Reimbursement or Property Damage Reimbursement is not paid by its due date, the District reserves the right to request surrender of, or deactivate, all Access Cards associated with an address within the District

until such time as the outstanding amounts are paid.

Appeal of Board Suspension. After the hearing held by the Board required by Section 8, a person subject to a suspension or termination may appeal the suspension or termination, or the assessment or amount of an Administrative Reimbursement or Property Damage Reimbursement, to the Board by filing a written request for an appeal (“Appeal Request”). The filing of an Appeal Request shall not result in the stay of the suspension or termination. The Appeal Request shall be filed within thirty (30) calendar days after mailing the notice of the Board’s determination as required by Section 8(f), above. For purposes of this Rule, wherever applicable, filing will be perfected and deemed to have occurred upon receipt by the District. Failure to file an Appeal Request shall constitute a waiver of all rights to protest the District’s suspension or termination and shall constitute a failure to exhaust administrative remedies. The District shall consider the appeal at a Board meeting and shall provide reasonable notice to the person of the Board meeting where the appeal will be considered. At the appeal stage, no new evidence shall be offered or considered. Instead, the appeal is an opportunity for the person subject to the suspension or termination to argue, based on the evidence elicited at the hearing, why the suspension or termination should be reduced or vacated. The Board may take any action deemed by it in its sole discretion to be appropriate under the circumstances, including affirming, overturning, or otherwise modifying the suspension or termination. The Board’s decision on appeal shall be final.
Legal Action; Criminal Prosecution; Trespass. If any person is found to have committed a Violation, such person may additionally be subject to arrest for trespassing or other applicable legal action, civil or criminal in nature. If a person subject to suspension or termination is found at the Amenity Facilities, such person will be subject to arrest for trespassing. If a trespass warrant is issued to a person by a law enforcement agency, the District has no obligation to seek a withdrawal or termination of the trespass warrant even though the issuance of the trespass warrant may effectively prevent a person from using the District’s Amenities after expiration of a suspension imposed by the District.
Severability. If any section, paragraph, clause or provision of this rule shall be held to be invalid or ineffective for any reason, the remainder of this rule shall continue in full force and effect, it being expressly hereby found and declared that the remainder of this rule would have been adopted despite the invalidity or ineffectiveness of such section, paragraph, clause or provision.
Proposed Rates:

Fee	Proposed	
Non-Resident Annual User Fee	$2,500.00 – $4,000.00	
Lost Access Card Replacement	$30.00 – $50.00	
Administrative Reimbursement	Up to $500.00	
Returned Check/Insufficient Funds Fee	$50.00	
Amenity Facilities Rental	$250.00; $250.00 deposit plus security deposit that is refundable	

Notice of Rule Development (Rules of Procedure, Amenity Rates, Disciplinary Rules)

NOTICE OF RULE DEVELOPMENT BY THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
In accordance with Chapters 120 and 190, Florida Statutes, and in connection with its anticipated ownership and operation of certain improvements, including recreational amenity facilities and improvements (hereinafter collectively referred to as the “Amenities”), the Willow Creek II Community Development District (the “District”) hereby gives the public notice of its intent to: (1) adopt its proposed Rules of Procedure; (2) establish rates, fees, and charges imposed on residents and non-residents utilizing the District’s Amenities (collectively, the “Amenity Rates”); and (3) adopt rules establishing consequences for those who violate the District’s Amenities Rules (the “Disciplinary Rule”).
The Rules of Procedure will address such areas as the Board of Supervisors, officers and voting, district offices, public information and inspection of records, policies, public meetings, hearings and workshops, rulemaking proceedings and competitive purchase including procedure under the Consultants Competitive Negotiation Act, procedure regarding auditor selection, purchase of insurance, pre- qualification, construction contracts, goods, supplies and materials, maintenance services, contractual services and protests with respect to proceedings, as well as any other area of the general operation of the District.

The purpose and effect of the Rules of Procedure is to provide for efficient and effective District operations and to ensure compliance with recent changes to Florida law. The legal authority for the adoption of the proposed Rules of Procedure includes sections 190.011(5), 190.011(15) and 190.035, Florida Statutes (2024). The specific laws implemented in the Rules of Procedure include, but are not limited to, sections 112.08, 112.3143, 112.31446, 112.3145, 119.07, 119.0701, 189.053, 189.069(2)(a)16,
190.006, 190.007, 190.008, 190.011(3), 190.011(5), 190.011(15), 190.033, 190.035, 218.33, 218.391,
255.05, 255.0518, 255.0525, 255.20, 286.0105, 286.011, 286.0113, 286.0114, 287.017, 287.055 and
287.084, Florida Statutes (2024).
The purpose and effect of the Amenity Rates and Disciplinary Rule is to provide for efficient and effective District operations of the District’s Amenities and other properties including by setting rules, rates and fees relevant to implementation of the provisions of Section 190.035, Florida Statutes. General legal authority for the District to adopt the proposed Amenity Rates include Chapters 120 and 190, Florida Statutes (2024), as amended, and specific legal authority includes Sections 190.035(2), 190.011(5), 190.012(3), 190.035, 190.041, 120.54, 120.69 and 120.81, Florida Statutes (2024), as amended.

A copy of the proposed Rules of Procedure, Amenity Rates, and Disciplinary Rule may be obtained by contacting the District Manager’s Office, c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351, (954) 721-8681

Andressa Hinz Philippi, District Manager
Willow Creek II Community Development District

Run Date: 	, 2025

PUBLISH: [AT LEAST 29 DAYS PRIOR TO ADOPTION DATE; AT LEAST ONE DAY PRIOR TO NOTICE OF RULEMAKING]

Notice of Rulemaking (Rules of Procedure, Amenity Rates, Disciplinary Rules)

NOTICE OF RULEMAKING REGARDING THE RULES OF PROCEDURE OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

A public hearing will be conducted by the Board of Supervisors of the Willow Creek II Community Development	District	(the	“District”)	on		,	at		,
.	Prior	notice	of	rule

 	

development was published in a newspaper of general circulation on	2025.

In accordance with Chapters 120 and 190, Florida Statutes, and in connection with its anticipated ownership and operation of certain District facilities and improvements (hereinafter collectively referred to as the “Amenities”), the District hereby gives the public notice of its intent to: (1) adopt its proposed Rules of Procedure; (2) establish rates, fees, and charges imposed on residents and non-residents utilizing the District’s Amenities (collectively, the “Amenity Rates”); and (3) adopt rules establishing consequences for those who violate the District’s Amenities Rules (the “Disciplinary Rule”).

The Rules of Procedure may address such areas as the Board of Supervisors, officers and voting, district offices, public information and inspection of records, policies, public meetings, hearings and workshops, rulemaking proceedings and competitive purchase including procedure under the Consultants Competitive Negotiation Act, procedure regarding auditor selection, purchase of insurance, pre- qualification, construction contracts, goods, supplies and materials, maintenance services, contractual services and protests with respect to proceedings, as well as any other area of the general operation of the District.

Specific legal authority for the adoption of the proposed Rules of Procedure includes Sections 190.011(5), 190.011(15) and 190.035, Florida Statutes (2024). The specific laws implemented in the Rules of Procedure include, but are not limited to, Sections 112.08, 112.3143, 112.31446, 112.3145, 119.07,
119.0701, 189.053, 189.069(2)(a)16, 190.006, 190.007, 190.008, 190.011(3), 190.011(5), 190.011(15),
190.033, 190.035, 218.33, 218.391, 255.05, 255.0518, 255.0525, 255.20, 286.0105, 286.011, 286.0113,
286.0114, 287.017, 287.055 and 287.084, Florida Statutes (2024).

The purpose and effect of the Amenity Rates and Disciplinary Rule is to provide for efficient and effective District operations of the District’s Amenities and other properties by setting policies and fees relevant to implementation of the provisions of Section 190.035, Florida Statutes. General legal authority for the District to adopt the proposed Amenity Rates include Chapters 120 and 190, Florida Statutes (2024), as amended, and specific legal authority includes Sections 190.035(2), 190.011(5), 190.012(3), 190.035,
190.041, 120.54, 120.69 and 120.81, Florida Statutes (2024), as amended. The proposed Amenity Rates include:

Fee	Proposed	
Non-Resident Annual User Fee	$2,500.00 – $4,000.00	
Lost Access Card Replacement	$30.00 – 50.00	
Administrative Reimbursement	Up to $500.00	
Returned Check/Insufficient Funds Fee	$50.00	
Amenity Facilities Rental	$250.00; $250.00 deposit plus security deposit that is refundable	

The proposed Disciplinary Rules and rates, fees and charges associated therewith may be adjusted at the public hearing pursuant to discussion by the Board of Supervisors and public comment. The proposed Disciplinary Rules address use of access cards, provide for the suspension and termination of amenity access, provide for an administrative reimbursement of up to Five Hundred Dollars ($500.00), provide

for property damage reimbursement, provide authority for certain District staff to remove persons from the amenities, provide for hearings and appeal, and provide for other legal remedies. Specific legal authority for the rule includes Sections 190.035 (2), 190.011 (5) and 120.54, Florida Statutes.

A copy of the proposed Rules of Procedure, Amenity Rates, and Disciplinary Rule may be obtained by contacting the District Manager’s Office, c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351, (954) 721-8681.
Any person who wishes to provide the District with a proposal for a lower cost regulatory alternative as provided by Section 120.541(1), Florida Statutes, must do so in writing within twenty-one
(21) days after publication of this notice to the District Manager’s Office.

This public hearing may be continued to a date, time, and place specified on the record at the hearing without additional notice. If anyone chooses to appeal any decision of the Board with respect to any matter considered at a public hearing, such person will need a record of the proceedings and should accordingly ensure that a verbatim record of the proceedings is made which includes the testimony and evidence upon which such appeal is to be based. At the hearing, staff or Supervisors may participate in the public hearing by speaker telephone.

Pursuant to the provisions of the Americans with Disabilities Act, any person requiring special accommodations at this meeting because of a disability or physical impairment should contact the District Manager’s Office at least three (3) business days prior to the meeting. If you are hearing or speech impaired, please contact the Florida Relay Service at 1-800-955-8771 or 1-800-955-8770 for aid in contacting the District Office.
Andressa Hinz Philippi, District Manager
Willow Creek II Community Development District
Run Date: 	, 2025

PUBLISH: [AT LEAST 28 DAYS PRIOR TO ADOPTION DATE]

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT FISCAL YEAR 2025 BUDGET FUNDING AGREEMENT
This Agreement (the “Agreement”) is made and entered into this 14th day of January 2025 by and between:
Willow Creek II Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, with a mailing address of c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (the “District”), and

KB Home Orlando LLC, a Delaware limited liability company, and the developer of lands within the boundaries of the District, whose mailing address is 9102 Southpark Center Loop, Suite 100, Orlando, Florida 32819, and its successors and assigns (“Developer” and together with the District, “Parties”).

RECITALS
Whereas, the District was established by Ordinance No. 47-2024 adopted by the City Council of the City of Titusville, Florida, effective 	, 2024, for the purpose of planning, financing, constructing, operating and/or maintaining certain infrastructure; and

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

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

Whereas, the District is adopting its general fund budget for the remainder of Fiscal Year 2025, which begins October 1, 2024 and ends September 30, 2025 (the “Budget”); and
WHEREAS, the Budget, which both Parties recognize may be amended from time to time in the sole discretion of the District, is attached hereto and incorporated herein by reference as Exhibit B; and

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

WHEREAS, in lieu of levying assessments on the Property, Developer is willing to provide such funds as are necessary to allow the District to proceed with its operations as described in Exhibit B; and
WHEREAS, Developer agrees that the District activities, operations and services provide a special and peculiar benefit equal to or in excess of the costs reflected on Exhibit B to the Property; and
WHEREAS, Developer has agreed to enter into this Agreement in lieu of having the District levy and collect any non-ad valorem assessments as authorized by law against the Property located within the District for the activities, operations and services set forth in Exhibit B; and

WHEREAS, Developer and the District desire to secure such budget funding through the imposition of a continuing lien against the Property described in Exhibit A and otherwise as provided herein.
Now, therefore, based upon good and valuable consideration and the mutual covenants of the parties, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1.  The recitals stated above are true and correct and by this reference are incorporated herein as a material part of this Agreement.
SECTION 2.  Developer agrees to make available to the District the monies necessary for the operation of the District as called for in the Budget attached hereto as Exhibit B, as may be amended from time to time in the District’s sole discretion, within fifteen (15) days of written request by the District. Amendments to the District’s Budget as shown on Exhibit B adopted by the District at a duly noticed meeting shall have the effect of amending this Agreement without further action of the parties. Funds provided hereunder shall be placed in the District's general checking account. In no way shall the foregoing in any way affect the District’s ability to levy special assessments upon the property within the District, including any property owned by Developer, in accordance with Florida law, to provide funds for any unfunded expenditures whether such expenditures are the result of an amendment to the District’s Budget or otherwise. These payments are made by Developer in lieu of taxes, fees, or assessments which might otherwise be levied or imposed by the District.
SECTION 3.  The District shall have the right to file a continuing lien upon the Property described in Exhibit A for all payments due and owing under the terms of this Agreement and for interest thereon, and for reasonable attorneys’ fees, paralegals’ fees, expenses and court costs incurred by the District incident to the collection of funds under this Agreement or for enforcement of this lien, and all sums advanced and paid by the District for taxes and payment on account of superior interests, liens and encumbrances in order to preserve and protect the District’s lien. The lien shall be effective as of the execution of this Agreement. If Developer fails to pay sums due according to the terms of this Agreement, at the District Manager’s direction, the District may bring an action at law against the record title holder to the Property to pay the amount due under this Agreement or may foreclose the lien against the Property in any manner authorized by law. The District may partially release any filed lien for portions of the Property subject to a plat if and when Developer has demonstrated, in the District’s sole discretion, that such release will not materially impair the ability of the District to enforce the collection of funds hereunder.
SECTION 4.  This Section provides for alternative methods of collection. In the event Developer fails to make payments due to the District pursuant to this Agreement, and the District first provides Developer with written notice of the delinquency to the address identified in this Agreement and such delinquency is not cured within five (5) business days of the notice, then the District shall have the following remedies:
In the alternative or in addition to the collection method set forth in Section 2 above, the District may enforce the collection of funds due under this Agreement by action against Developer in the appropriate judicial forum in and for Brevard County, Florida. The enforcement of the collection of funds in this manner shall be in the sole discretion of the District Manager on behalf of the District. In the event that either Party is required to enforce this Agreement by court proceedings or otherwise, then the Parties agree that the substantially prevailing Party shall be entitled to recover from the other all costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution, or appellate proceedings.
The District hereby finds that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property, which benefit is initially allocated on an equal

developable acreage basis. Developer agrees that the activities, operations and services set forth in Exhibit B provide a special and peculiar benefit to the Property equal to or in excess of the costs set forth in Exhibit B, on an equal developable acreage basis. Therefore, in the alternative, or in addition to the other methods of collection set forth in this Agreement, the District, in its sole discretion, may choose to certify amounts due hereunder as a non-ad valorem assessment on all or any part of the Property for collection, either through the Uniform Method of Collection set forth in Chapter 197 or under any method of direct bill and collection authorized by Florida law. Such assessment, if imposed, may be certified on the next available tax roll of the Brevard County property appraiser. Developer hereby waives and/or relinquishes any rights it may have to challenge, object to or otherwise fail to pay such assessments if imposed, as well as the means of collection thereof.
SECTION 5.  This instrument shall constitute the final and complete expression of the agreement between the Parties relating to the subject matter of this Agreement. Amendments to and waivers of the provisions contained in this Agreement may be made only by an instrument in writing which is executed by both of the Parties hereto.
SECTION 6.  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.
SECTION 7.  This Agreement may be assigned, in whole or in part, by either Party only upon the written consent of the other, which consent shall not be unreasonably withheld.
SECTION 8.  A default by either Party under this Agreement shall entitle the other to all remedies available at law or in equity, which shall include, but not be limited to, the right of damages, injunctive relief and specific performance and specifically including the ability of the District to enforce any and all payment obligations under this Agreement in the manner described herein in Sections 3 and 4 above.
SECTION 9.  This Agreement is solely for the benefit of the formal Parties herein and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. Nothing in this Agreement expressed or implied is intended or shall be construed to confer upon any person or corporation other than the Parties hereto any right, remedy or claim under or by reason of this Agreement or any provisions or conditions hereof; and all of the provisions, representations, covenants and conditions herein contained shall inure to the sole benefit of and shall be binding upon the parties hereto and their respective representatives, successors and assigns. In the event Developer sells or otherwise disposes of its business or of all or substantially all of its assets relating to improvements, work product, or lands within the District, Developer shall continue to be bound by the terms of this Agreement and additionally shall expressly require that the purchaser agrees to be bound by the terms of this Agreement. In the event of such sale or disposition, Developer may place into escrow an amount equal to the then unfunded portion of the applicable adopted Budget to fund any budgeted expenses that may arise during the remainder of the applicable fiscal year. Upon confirmation of the deposit of said funds into escrow, and evidence of an assignment to, and assumption by the purchaser, of this Agreement, Developer’s obligation under this Agreement shall be deemed fulfilled and this Agreement terminated. Developer shall give 90 days’ prior written notice to the District under this Agreement of any such sale or disposition.
SECTION 10.  This Agreement and the provisions contained herein shall be construed, interpreted and controlled according to the laws of the State of Florida. The Parties agree and consent to, for the purposes of venue, the exclusive jurisdiction of the courts of Brevard County, Florida.

SECTION 11. This Agreement has been negotiated fully between the Parties as an arm's length transaction. The Parties participated fully in the preparation of this Agreement with the assistance of their respective counsel. In the case of a dispute concerning the interpretation of any provision of this Agreement, the Parties are each deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any Party.
SECTION 12. Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records and treated as such in accordance with Florida law.
SECTION 13. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but 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 14. This Agreement shall be effective after execution by both Parties hereto. The enforcement provisions of this Agreement shall survive its termination, until all payments due under this Agreement are paid in full.
SECTION 15. Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, Developer agrees to comply with all applicable provisions of Florida law in handling such records, including, but not limited, to Section 119.0701, Florida Statutes. Among other requirements and to the extent applicable by law, Developer shall 1) keep and maintain public records required by the District to perform the service; 2) upon request by the Public Records Custodian, hereinafter defined, 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 this Agreement term and following this Agreement term, if Developer does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in Developer’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 Developer, Developer 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. Developer acknowledges that the designated Public Records Custodian for the District is Governmental Management Services-South Florida, LLC.

IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DEVELOPER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954) 721-8681, RECORDS@GMSSF.COM, OR 5385 N. NOB HILL ROAD, SUNRISE, FLORIDA 33351.
SECTION 16. All notices, requests, consents, and other communications hereunder (“Notices”) shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, electronic mail with read receipt, or overnight delivery service, to the Parties, as follows:

If to the District:	Willow Creek II Community Development District
c/o Governmental Management Services-South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager
E-mail: AHPhilippi@gmssf.com

With copy to:	Kilinski | Van Wyk PLLC
517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
E-mail: jennifer@cddlawyers.com
If to Developer :	KB Home Orlando LLC
9102 Southpark Center Loop, Suite 100
Orlando, Florida 32819 Attn: James Makransky
E-mail: jwmakransky@kbhome.com

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.

[signatures on following page]

In witness whereof, the Parties execute this Agreement the day and year first written above.

KB HOME ORLANDO LLC	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

By:		Chairperson / Vice Chairperson, Its:		Board of Supervisors

Exhibit A: Legal Description of the Property

'1\'lLWW CREEK 00D Ill::
A PARCEL OF LA!i"ID BEING iPORIIONS OF LOTS 184, 1:8!5,,19"2-, 193, 2J00, 2-01, AND 2-08 AS SHO\VN ON!THE PLAT OF COCOA-ThillIAN RIVJER PROiPERTIES AS RECORDED IN PLAT BOOK :S, iPAGE '7 OF TH!E PlJillJC E.ECORDS OF:BR:El ARD COUNTY, FLORIDA.

TIOGE'Im.R \VITIE:

A PORTIO OF Tffl:.NORTH.314 OF S(iCTIONl 9,.'IO\VNSHIP :23 SOUTH, RA.t"l"GE .35 EAST, BREVARD co� ITY, Fm.ORIDA L\l'ING EAST OlF um EASTER!.Y RiIGHI OF WAY Lffi"'E. L"'lTI'.RSIA'lE 95 M'iiD STATE ]ROAD N0.40l7.

soum

ALSO TOGlETBER WITH:
A PORTION OF THE	112,OF SEiCTili:ON 4, TO\.\fNSHIP 23SOUT.R, RANGE JS EASI LVI "G EAST OF THE iEASTERLY RIGH.T OF,, AY LINE OF :STATE ROAD .N0.4017.
ALL OF THE Al:OV!E JBD:N"G MOR!E iPAiRTICULARL Y DESCRIBED AS lFOUJO'\\ S:
COMMENClNG AT mE SOUTffl:AST CORl'lER OlF S(iCTIONl lliO, IO"'NSH:]jp 23 SOUTH, RANGE J5 EAST,, BIIBV.ARD OOiUNTY, iFl.ORIDA,.THE · CE ..iOO ll 'll""E., ALONG THE EAST I:INE OF SAID SECTION 10,, A DISTANCE OF 1327.76 FEET TO THE .NOR1HEAST CORl"lER OF THE SOUTH 1/4 OF SAID SECIION lLO; THENCE CO "Tffi'lIE N.00''11' ll""E. ALON� SAID :EAST LINE OF SECTIO•• lliO, A DISTANCiE OF lLOlli.45 FEET· 'IHEi.!."llCE S.89°??'09"\\ .,.3lli6.46 FEEI TO A POIDN'I L\lfflG O THE WE-STERLY RIGHT OF WAY LU\'"E OF GRISSOM PARik.,, AY AS DESClRIBED ffl OFFICIAL RECORDS BOOK 2721, PAGE 910 OF THE PUBJLlC E.ECORDS OFBRiEl ARD COUNTY, FLORIDA· THENCE CONTINUE S.S9°22'09"'W.., 4330.7lli FEET 110 'IBE:POIDNT OF BEGiiNl"il"ING OF THE iPAR:CEL OF�l)	HERiEffl:DiES:CRIBED; THE '"CE CONTL'fUE S.:89°?2 '09"W.,.4470.31 FEET TO A POTu'ff LYING ON lHE EASTERLl: RIGHT OF WA¥ JLlNiE OF INiTERSTA'IE 95; 'IHENCE ALONG THE iRIGHT OF WAY ur,rns: OF L'ITI'.RSTATE 95 Al\!) STATE iROAD
0..407, THE FOlLI..-0\.\iJNG SEVETI COURSES .AND DlIS'[.A!.!"JCES; THENCE N.35"'.ll6'.31"\ll., lli079.54 lFEE'I; THffi'N"CE N.31.D25 51."\\ ., 461..53 FEET TO Ilffi POTu'ff OlF CUR.VATURE OF A aRC'ULAR CURVE, CONCAVE EASTERLY AND HAVING.A RADIUS OF 1819..86 FEET; THENCE NOR'IBERLY, ALO••G THE ARC OF SAID CURVE, THROUGH A CEI\J'"[.RAL Al"l"GLE OF :28°53':5!9"',,917..93 FEET TO mE POINT OF TANGENCl; lHENClE N.02. 31'52-W.., 1179.0:?FEET TO Tffl: POINT OF ClJRVAIURE OlF A CIRCULAR CURVE,.CONCAViE iEA.STERLY Am HAVI!NG A RADIUS OlF lli:342.40 FEET; TJIBNCE .NOiRlHERLY, AWNG THE ARC OF SAID CURVE, 'IHROlfGH A CEl!""ITR.Q ANGLE OF 31°2lli'46", '758.24 FEET IO THE POINT OlF TANGENCY; THENCE N:?9Cl49'54"E., l98.99 lFEE'I; '[.HENCE •.JOP59''.13"'E.., 268.J,2 FEET; THENCE DEIPAiRTI -G SAID iRIGHT OF \VAY Ul\'"E OF ffi'"l'.ERSTA'[.E 950 • A BEARING OF Nl.89Cl52'l9"E., 3121.10 iFE!EI IO THE MOS'[ .NORIBWESTERL Y CORJi"'lER OF VERONA - 'VILLAGE '�B , AOCORDIDNG TIO 'IBEPLAT THEREOF .AS R(;00iRDEO IN PLAT BOOK TI, PAGES 29'TBROL GH 36 OF THE lPUBIJC RECORDS OF BREVARD CO lNTY,.FLOiRIDA; lHENCE RUN ALONG THiE \\!ESTERLY LlNE OF lHE
AFORESAID PLAT OF \i'EE.ONA-Vll.LAGE "'Br''', THiE FOLL0"11NG TWO (2) COURSES Al"lD DISTAl"l"CES:: THENCE S. OOD07'38"E., 533.14 FEE'I; I.HENCE S.l5""34'0l"'E.,, 105.15 FlEET; THK CE S.'76"55'4:?"\\ ., lli7.53 FEEi TO A:POI U ON! IHE  EASTmL Y �GHI OF l\AY LINE OF "\\1ILLOW C!REEK BOUIE\ AR!D"' (A 90.00 lFOOT \\l'fflE PlffiUC filGDT OF WAY) AS SHO\\ _ ON lHE AFORESAID iPLAT OlF VERONA - VILLAGE "B"; SAID POTu'ff BEi '"G ON ANON-TANGENT aRCULAR CURVE., CONCAVE WESTERLY HAVING A RADIUS OlF1210.50 FEET; IBENCE RUN SOUT.HERLY,,ALON1G IBE ARC OF SAID CURVE Al\'iD ALO G :SAID PUBLIC' iRIGHT OF WAY Ll!\'lE, THROUGH A CENTRAL .ANGLE OlF32°16'15", 68,1.79' FEET IO THE POTu'ff OF RiEllERSE CUIU ATURE OF A CJRCULAR CURVE, CONCAVE EASTERLY Al\'"D HAVING A RADI-s OlF 957.0:S,FlEET; THE!!"l"CE SOUTHERLY, ALONG THiE ARC' OF SAID CUR.VE A.i"lD
AL-ONG SAID RIGHT OF \\ AY LTu"l"E, THROUGH A CENTR..Q ANGLE OF 1:S"'Ill.0'53". 303.7lli :FEET IO TH!E
POINT OF TANGENCY·;mEJNCE S.O?Cl?9'lli8".E.,.H?.53 FEET IO TH!E POTu"l"T OF CUiRVATURE OF A CIR\ClJLAR CURVE, CONCAVE NORTIHEASTmLY Al!"ID HAVING AR.I\DIUS OF 459.2'9iFEEI; THE TE
SOUTHEASTDU.Y,.M.ONG nm A.RC OlF SAID CUR.VE AND AL-0 'G SAID filGDT OF WAY LINE.,
THROUGH.A CENTRAL A.!."l"GLE OF 7lli�'S9", 572.21 H:EI TO THE POINT O:F TAN•GENCY· THENCE

S.73°49'59"E., 207.65 FEET TO THE POTu'ff OFCURVATURE OF ACIRCULARCURVE, CONCAVE NORTHERLY A.1\'l) HAVING A RADIUS OF1879.88FEET; THENCE EASTERLY, ALONG THE ARC OF SAID CURVE Ml> ALONG SAID RIGHT OFWAY LINE, THROUGH A CE.i\'"IRAL ANGLE OF 28°09'01",
923.61 FEET TO A POil'ff ON THEWEST Ll!\'"E OF VERONA-VILLAGE "l>", ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLo\T BOOK71, PAGES 18THROUGH 24 OF THEAFORESAID PUBLIC
RE-CORDS OF BREVARD COUNTY, FLORIDA; THENCE RUN N.08°34'09"W,, ALONG SAIDWEST Lll'l'"E, A
DISTANCE OF6.94FEET TO THE NORTHWEST CORl\'"ER OFSAID PLAT OF VERONA-VILLAGE "D"; SAID POil\'1BEING ON A NON-TANGENTCIRCULAR CURVE, CONCAVE NORTHERLYAND HAVING A RADIUS OF805.00FEET; THENCE NORTHEASTERLY, ALONG THE ARC OFSAID CURVE AND ALONG THE NORTH Lll'l'"EOF SAID PLAT OFVERONA-VILLo\GE"D",THROUGH A CENTRAL ANGLE OF 05'26'28",76.45FEET TO THEPOil\'1 OF REVERSE CURVATUREOF ACIRCl.i'I.AR CURVE, CONCAVE SOUTHERLY A.1\'l) HAVl!!'fG A RADIUS OF795.00 FEET; THENCE NORTHEASTERLY,ALONG THE ARC OFSAID CURVE AND ALONG THE NORTH Ll!\'"EOF SAIDPLo\T OF VERONA-VILLo\GE"D",THROUGH ACENTRALANGLE OF05°57'04", 82.57 FEET TO THEWEST CORNER OFTRACT REC-2, ASSHOWN ON SAID PLAT OF VERONA-VILLAGE "l>"; THENCE DEPARTING SAID NORTH Ll!!'fE, RUNS.09'28'll"E., 95.03FEET TO THE NORTHEAST CORl\'"ER OFTRACT REC-1, ASSHOWN ON SAID PLAT OF VERONA­ VILLAGE "D"; THENCE RUNALONG THE BO\Jl'l'.l>ARYOFSAID TRACT REC-1 THE FOLLOWING THffiTY-SEVEN (37)COURSESAJ'<l> DISTANCES: THENCES.13°00'0l"E., 66.81 FEET TO THEPOil\'1 OF CURVATUREOF ACffiCULAR CURVE, CONCAVE NORTHEASTERLY ANDHAVING A RADIUS OF70.00 FEET; THENCESOl.HHEASTERLY, ALONG THE ARC OFSAID CURVE,THROUGH A CENTRAL ANGLE OF 44'32'33", 54.42 FEET TO THE POINT OFTANGENCY; THENCES.57°31'34"E.,11.11 FEET; THENCE S.81°34'25"E., 11.77 FEET; THENCE N.74'26'37"E.,14.74 FEET; THENCEN.63°33'32"E., 48.72 FEET; THENCEN.80°02'14"E., 48.82FEET; THENCE N.27°54'32"E.,18.00FEET; THENCE S.66°31'54"E., 30.55 FEET; TH:Eli'fCEN.75°46'30"E., 28.29 FEET; THENCE S.86°37'24"E.,15.33 FEET; TH:Eli'fCE S.74°09'46"E.,
12.79 FEET; THENCE S.48°16'14"E., 17.65FEET; THENCE S.35°45'28"E.,12.66FEET; THENCE S.15°02'04"E.,
23.54 FEET; THENCE S.65°38'0l"E., 25.44 FEET; THENCE S.70°56'30"E., 21.68 FEET TO A POINT ONA NON-TANGENTCIRCULAR CURVE, CONCAVE SOUTHWESTERLY A.1\'l> HAVING A RADIUS OF646.77 FEET A.1\'l> TO WHICH POil\'1A RADIAL LINEBEARS N.18°15'43"E.; THENCE SOl.ffHWESTERLY,
ALONG THE ARC OFSAID CURVE, THROUGH A CENTRAL ANGLE OF11°32'03", 254.37FEET TO A POINT OFTANGENCY; THENCE ON ARADLo\L LINE OFS.40°47'46"W.,120.00FEET TO A POINT LYING ON THE EASTERLY RIGHT OFWAY LINE OFPECORINO COURT ASSHOWN ON SAID PLo\T OF VERONA-VILLAGE"D" ANl> ARC OFA CIRCULAR CURVE, CONCAVE \VESTERLY, HAVING A RADIUS OF526.78FEET; THENCENORTHWESTERLY,ALONGSAID RIGHT OF WAY Ll!\'"EAND ALONG THE ARC OFSAID CURVE, THROUGH A CEJ'<"IRAL ANGLE OF02°15'51", 20.81 FEET TO A POl!!'fT OF COMPO\Jl'l'.l> CURVATUREOFA CIRCULAR CURVE, CONCAVE EASTERLY ANl> HAVING A RADIUS OF
61.00 FEET; TH:Eli'fCE SOUTHWESTERLY TO NORTHEASTERLY ALONG SAID RIGHT OFWAY Ll!!'fE ANl> ALONG THE ARC OFSAID CURVE, THROUGH ACENTRo\L ANGLE OF254°11'29", 270.62 FEET TO THE POI!'<, OFCUSP Ml> TO WHICH POINT A RADIAL LINEBEARSS.35°56'53"E.; THENCE DEPARTING SAID RIGHT OFWAY Ll!!'fE, RUNS.52°19'17"\V.,72.35FEET; THENCEN.38°11'57"W., 11.02 FEET TO A POINT ON A NON-TANGENTCffiCULAR CURVE, CONCAVEEASTERLY,ANDHAVING A RADIUS OF89.50FEET ANl> TO WHICH POINT A Ro\DIAL LINE BEARS S.18°23'35"W., THENCE NORTHWESTERLY, ALONG THE ARC OFSAID CURVE, THROUGH A CE!'fTRAL ANGLE OF55°38'31",
86.92 FEET; TH:Eli'fCE N.80°35'10"W,,132.57 FEETTO THE POI!'<, OFCURVATUREOF ACffiCULo\R CURVE, CONCAVE NORTHEASTERLY ANDHAVl!!'fGA RADIUS OF68.50 FEET; THENCE
NORTHWESTERLY, ALONG THE ARC OFSAID CURVE, THROUGH A CE!'fTRAL ANGLE OF16°49'57",
20.12 FEET TO THEPOl!!'fT OFTANGE!'fCY; THENCE N.63°45'13"W.,134.69FEET TO THE POil\'1OF CURVATUREOF ACffiCULAR CURVE, CONCAVE NORTHEASTERLY ANDHAVING A RADIUS OF
145.00 FEET; THENCE NORTHWESTERLY, ALONG THE ARC OFSAID CURVE, THROUGH ACB'fTRo\L ANGLE OF 47°12'12", 119.47 FEET TO THE POINT OFTANGENCY; THENCE N.16°31'51"W., 23.24 FEET TO THE POil\'1OFCURVATUREOFA CIRCULAR CURVE, CONCAVE SOl.HHEASTERLY ANDHAVING ARo\DIUS OF 20.00 FEET; THENCE NORTHEASTERLY, ALONG THE ARC OFSAID CURVE, THROUGH A CEJ'<"IRAL ANGLE OF89°54'40",31.38FEET; THENCEN.12°55'16"W,,31.71FEET TO THE POINT OF CURVATUREOF ACffiClJLo\RCURVE, CONCAVE WESTERLY AND HAVl!!'fG ARADIUS OF81.00 FEET; THENCE NORTHERLY, ALONG THE ARC OFSAID CURVE, THROUGH A CE!'fTRAL A.1\'GLE OF 12°11'05",17.25FEET TO THEPOil\'1 OFTA.1\'GENCY; THENCE N.25°07'21"W., 50.53 FEET TO THE POil\'1 OFCURVAn'RE OF ACffiCULAR CURVE, CONCAVE NORTHEASTERLY ANl> HAVING A RADIUS OF

81.00 FEET; THENCE NORTHWESTERLY, ALONG THE ARC OFSAID CURVE, THROUGH A CENTR;\L ANGLEOF 20°54'15", 29.55FEET TO THE POI!l'ff OF T&'fGENCY; THENCE N.46°01'36"\V,,11.58 FEET TO THE POINT OF CURVATUREOF ACIRCUL,\R CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS 49.00 FEET; THENCE NORTHERLY, ALONG THEARC OFSAID CURVE, THROUGH ACENTRAL ANGLEOF 29°46'08", 25.46 FEET TO THE POINT OF T&'fGENCY; THENCE N.16°00'44"W., 7.75FEET TO THE SOUTHEAST CO&'fER OF TRACT L-7ASSHOW'N ON SAID PLAT OF VERONA-VILLAGE "D"; THENCE S.76°27'5l"E., 78.17 FEET TO THE SOUTHWEST CO&'fER OFSAID TRACT L-7, SAID POINT BEING ONTHE WEST LINE OFSAID PLAT OF VERONA-VILLAGE "D"; THENCE RUNALONGTHE WESTERLY LINE OF AFORESAID PLAT OF VERONA-VILLAGE "D", THEFOLLOWING SEVEN (7) COu'RSES ANDDISTANCES: THENCE Ru'N S.08°34'09"E., 201.72 FEET; THENCE S.07°57'44E., 319.64 FEET; THENCE S.27°28'40"E., 417.26 FEET; TH:Eli'fCE S.36°41'30"E., 257.82 FEET; THENCE S.34°33'08"E.,308.78 FEET; TH:Eli'fCE S.10°27'19"E., 458.41FEET; THENCE S.02°55'36"W., 222.15 FEET TO THEPOINT OF BEGIN1'<1NG, CO!'<"IAI!'<lNG 425.15 ACRES.

RESOLUTION 2025-26

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DESIGNATING A DATE, TIME, AND LOCATION OF A PUBLIC HEARING REGARDING THE DISTRICT'S INTENT TO USE THE UNIFORM METHOD FOR THE LEVY, COLLECTION, AND ENFORCEMENT OF NON-AD VALOREM SPECIAL ASSESSMENTS AS AUTHORIZED BY SECTION 197.3632, FLORIDA STATUTES; AUTHORIZING THE PUBLICATION OF THE NOTICE OF SUCH HEARING AS AUTHORIZED BY SECTION 190.021, FLORIDA STATUTES; AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and

Whereas, the District pursuant to the provisions of Chapter 190, Florida Statutes, is authorized to levy, collect, and enforce certain special assessments, which include benefit and maintenance assessments and further authorizes the District’s Board of Supervisors (the “Board”) to levy, collect, and enforce special assessments pursuant to Chapters 170, 190 and 197, Florida Statutes; and

Whereas, the District desires to use the Uniform Method for the levy, collection and enforcement of non-ad valorem special assessments authorized by Section 197.3632, Florida Statutes, (the “Uniform Method”).
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.	A Public Hearing will be held to adopt the Uniform Method on March 11, 2025, at			at	the
	.

Section 2.	The District Secretary is directed to publish notice of the hearing in accordance with Section 197.3632, Florida Statutes.
Section 3.	This Resolution shall become effective immediately upon its adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

RESOLUTION 2025-27

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK
II COMMUNITY DEVELOPMENT DISTRICT APPOINTING AN INVESTMENT BANKER IN CONTEMPLATION OF THE ISSUANCE OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT SPECIAL ASSESSMENT REVENUE BONDS.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida, Florida; and

Whereas, the Board of Supervisors of the District (the “Board”) desires to appoint an Investment Banker to advise it regarding the proposed issuance of Special Assessment Revenue Bonds and other financing methods for District improvements; and

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1. The Board hereby appoints MBS Capital Markets, LLC, as the Investment Banker of the District, and shall be compensated for their services in such capacity in the manner prescribed in the agreement incorporated herein as Exhibit A.

Section 2. This Resolution shall become effective immediately upon its adoption.
Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Investment Banker Agreement

Exhibit A: Investment Banker Agreement

MBS	CAPITAL  MARKETS,  LLC

AGREEMENT FOR UNDERWRITING SERVICES WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

January 14, 2025 Board of Supervisors
Willow Creek II Community Development District Dear Supervisors:
MBS Capital Markets, LLC (the "Underwriter") offers to enter into this agreement (the "Agreement") with the Willow Creek II Community Development District (the "District") which, upon your acceptance of this offer, will be binding upon the District and the Underwriter. Tbis agreement relates to the proposed issuance of bonds (the "Bonds") to acquire and/or construct certain public infrastructure improvements. This Agreement will cover the engagement for the Bonds and will be supplemented for future bond issuances as may be applicable.
Scope of Se1·vices: MBS intends to serve as the underwriter, and not as a financial advisor or municipal advisor, in connection with the issuance of the Bonds. The scope of services to be provided in a non-fiduciary capacity by the Underwriter for this transaction will include those listed below.
Advice regarding the structure, timing, tem1s, and other similar matters concerning the particular municipal securities described above.
Preparation of rating strategies and presentations related to the issue being underwritten.
Preparations for and assistance with investor "road shows," if any, and investor
discussions related to the issue being underwritten.
Advice regarding retail order periods and institutional marketing if the District decides to engage in a negotiated sale.
Assistance in the preparation of the Preliminary Official Statement, if any, and the
Final Official Statement.
Assistance with the closing of the issue, including negotiation and discussion with respect to all documents, certificates, and opinions needed for the closing.
Coordination with respect to obtaining CUSIP numbers and the registration with the Depository Trust Company.
Preparation of post-sale reports for the issue, if any.
Structuring of refunding escrow cash  flow  requirements, but not the recommendation of and brokerage of particular municipal escrow investments.

Member: FINRA/SIPC
Tampa, FL Winter Park, FL Kingston, TN Nashville, TN

MBS	CAPITAL MARKETS,  LLC

Page 12

Fees: The Underwriter will be responsible for its own out-of-pocket expenses other than the fees and disbursements of underwriter's or disclosure counsel which fees shall be paid from the proceeds of the Bonds. Any fees payable to the Underwriter will be contingent upon thesuccessful sale and delivery or placement of the Bonds. The underwriting fee for the sale or placement of the Bonds will be the greater of2% of the par amount of Bonds issued or $50,000.
Termination: Both the District and the Underwriter will have the right to terminate this Agreement without cause upon 90 days written notice to the non-terminating party.

Purchase Contract: At or before such time as the District gives its final authorization for the Bonds, the Underwriter and its counsel will deliver to the District a purchase or placement contract (the "Purchase Contract") detailing the terms of the Bonds.

Notice of Meetings: The District shall provide timely notice to the Underwriter for all regular and special meetings of the District. The District will provide, in writing, to the Underwriter, at least one week prior to any meeting, except in the case of an emergency meeting for which the notice time shall be the same as that required by law for the meeting itself, ofmatters and items for which it desires the Underwriter's input.

Disclosures Concerning the Underwriter's Role Required by MSRB Rule G-17. The Municipal Securities Rulemaking Board's Rule G-17 requires underwriters to make certain disclosures to issuers in connection with the issuance of municipal securities. Those disclosures are attached hereto as "Exhibit A." By execution of this Agreement, you are acknowledging receipt of the same. If you or any other Issuer officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with the Issuer's own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. It is our understanding that you have the authority to bind the Issuer by contract with us, and that you are not a party to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately.

M BS	CAPITAL  MARKETS,  LLC

Page 13

1bis Agreement shall be effective upon your acceptance hereof and shall remain effective until such time as the Agreement has been terminated in accordance with Section 3 hereof.

We are required to seek your acknowledgement that you have received the disclosures referenced herein and attached hereto as Exhibit A By execution of this agreement, you are acknowledging receipt of the same.

Sincerely,

MBS Capital Markets, LLC

Brett Sealy Managing Partner

Approved and Accepted By:

Title:		 Date:

MBS	CAPITAL  MARKETS,  LLC

Page 14

EXIIlBIT A

Disclosures Concerning the Underwriter's Role

MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors.

The underwriter's primary role is to purchase the Bonds with a view to distribution in an am1's­ length commercial transaction with the Issuer. The underwriters has financial and other interests that differ from those of the District.

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

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

The underwriter will review the official statement for the Bonds in accordance with, and as part of, its respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction.

Disclosure Concerning the Underwriter's Compensation

The underwriter will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this fonn of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter may have an incentive to recommend to the District a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary.
Conflicts of Interest

The Underwriter has not identified any additional potential or actual material conflicts that require disclosure including those listed below.

Ir

M BS	CAPITAL  MARKETS,  LLC

Page 15

Payments to or from Third Parties. There are no undisclosed payments, values, or credits to be received by the Underwriter in c01mection with its underwriting of this new issue from parties other than the District, and there are no undisclosed payments to be made by the Underwriter in connection with this new issue to parties other than the District (in either case including payments, values, or credits that relate directly or indirectly to collateral transactions integrally related to the issue being underwritten). In addition, there are no third-party arrangements for the marketing of the District's securities.

Profit-Sharing with Investors. There are no arrangements between the Underwriter and an investor purchasing new issue securities from the Underwriter (including purchases that are contingent upon the delivery by the District to the Underwriter of the securities) according to which profits realized from the resale by such investor of the securities are directly or indirectly split or otherwise shared with the Underwriter.

Credit Default Swaps. There will be no issuance or purchase by the Underwriter of credit default swaps for which the reference is the District for which the Underwriter is serving as tmderwriter, or an obligation of that District.

Retail Order Periods. For new issues in which there is a retail order period, the Underwriter will honor such agreement to provide the retail order period. No allocation of securities in a manner that is inconsistent with a District's requirements will be made without the District's consent. In addition, when the Underwriter has agreed to tmderwrite a transaction with a retail order period, it will take reasonable measures to ensure that retail clients are bona fide.

Dealer Payments to District Personnel. Reimbursements, if any, made to personnel of the District will be made in compliance with MSRB Rule G-20, on gifts, gratuities, and non-cash compensation, and Rule G-17, in connection with certain payments made to, and expenses reimbursed for, District persom1el during the municipal bond issuance process.

Disclosures Concerning Complex Municipal Securities Financing
Since the Underwriter has not recommended a "complex municipal securities financing" to the Issuer, additional disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G-17.

RESOLUTION 2025-28
A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT APPOINTING BOND COUNSEL IN CONTEMPLATION OF THE ISSUANCE OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT BONDS.

Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida, and

Whereas, the District’s Board of Supervisors (the “Board”) desires to appoint Bond Counsel to advise it regarding the proposed validation and issuance of Bonds and other financing methods for District improvements; and

Whereas, the Board determined that the employment of Bond Counsel is necessary and is in the District’s best interests;

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:

SECTION 1.  All of the above representations, findings, and determinations contained above are recognized as true and accurate and are expressly incorporated into this Resolution.

SECTION 2.  The Board hereby appoints Nabors, Giblin & Nickerson, P.A., as Bond Counsel and agrees to provide compensation for same in the amount and manner prescribed in the agreement incorporated herein as Exhibit A.

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 14th day of January 2025.

ATTEST	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Secretary / Assistant Secretary	Chairperson / Vice Chairperson, Board of Supervisors
Exhibit A:	Bond Counsel Agreement

Exhibit A: Bond Counsel Agreement

TAMPA
2502 Rocky Point Drive Suite 1060
Tampa, Florida 33607
(813) 281-2222 Tel
(813) 281-0129 Fax	
	TALLAHASSEE
1500 Mahan Drive
Suite 200
Tallahassee, Florida 32308
(850) 224-4070 Tel
(850) 224-4073 Fax

PLANTATION
8201 Peters Road
Suite 1000
Plantation, Florida 33324
(954) 315-0268 Tel	

January 14, 2025

VIA ELECTRONIC DELIVERY
Board of Supervisors
Willow Creek II Community Development District Titusville, Florida

Board Members:

We appreciate the opportunity to submit this proposal, along with a bond counsel agreement, to provide bond counsel services to Willow Creek II Community Development District (the "District") in connection with the issuance by the District of tax-exempt or taxable municipal bonds (the "Bonds"). Nabors, Giblin & Nickerson, P.A. ("NGN") is a Florida based firm with offices in Tampa, Plantation and Tallahassee. Established in August 1984, NGN was formed so that its principals could focus their practice upon the representation of local government on a statewide basis, specializing in public finance and general governmental and administrative law. NGN still operates on this premise and currently has 26 attorneys with extensive experience and primary dedication to representing governmental clients in the areas of bond finance practice, capital finance practice, public utilities practice, litigation practice, governance structures, financial transactions practice and public/private partnerships. Over the last five years, NGN has served as bond counsel in approximately 614 financings with an approximate aggregate principal amount of $24.6 billion. During such period of time, NGN has also served as disclosure counsel in approximately 169 transactions with an approximate aggregate principal amount of $18.4 billion and as underwriters' counsel in approximately 198 transactions with an approximate aggregate principal amount of $6.6 billion.
Specifically, NGN has been on the forefront of representation of community development districts since the early 1990s, representing over 200 special districts, the majority of which are community development districts, as bond counsel and/or disclosure counsel. NGN has also been involved in numerous other special district financings as underwriter's counsel, trustee's counsel and bank counsel. NGN currently serves as bond counsel to many of the major national and regional home builders and developers, including
D.R. Horton, Forestar, Barron Collier Companies, Metro Development Group, Mattamy Homes, Homes by West Bay, and Lennar, among others. Attached hereto as Exhibit A is a list of special district financings within the past five years for which NGN served as bond counsel.
Cynthia E. Wilhelm will be the attorney primarily responsible to the District. Currently a shareholder with NGN, Ms. Wilhelm is located in the Tampa office and has over

Board of Supervisors	January 14, 2025
Willow Creek II Community Development District Page 2

12 years of transactional experience, including over nine years working on numerous special district financings throughout the State of Florida. Ms. Wilhelm will be assisted by L. Thomas Giblin, who has over 43 years of experience in municipal finance law, and Richard B. Harb, who was selected as a Super Lawyers® Rising Star in 2022 for government finance and is NGN's lead attorney for more complex tax-related matters. All of the public finance lawyers at NGN are knowledgeable with respect to the types of tax issues that may arise in a typical bond transaction. For more information on NGN, please visit our website at www.ngnlaw.com.
In general, bond counsel is engaged as recognized counsel specially experienced in Florida law and federal tax and securities laws relating to governmental obligations, whose primary responsibility will be to render an objective legal opinion with respect to the authorization and validity of the Bonds and the tax treatment of interest payable on such Bonds under federal income tax laws. As bond counsel, we will examine applicable laws, prepare and/or review various documents required for the successful closing of each transaction, and undertake such additional duties as we deem necessary to render our opinion. The above-described services specifically include but are not limited to the following:
consulting with representatives of the District and the underwriter of the Bonds (the "Underwriter") or, in the case of a private placement, the bank purchasing the Bonds (the "Initial Purchaser"), and their respective counsels concerning all legal questions relating to the Bonds and the security for the payment of debt service on the Bonds;
assisting counsel to the District with the preparation of validation pleadings in connection with the validation of the Bonds and appearing as attorneys of record with counsel to the District at the validation hearing for the Bonds;
attending meetings of the District during which the proposed financing will be considered;
drafting the required trust indentures, including a Master Trust Indenture and Supplemental Trust Indentures, certain resolutions of the District authorizing the issuance of the Bonds, and the Arbitrage and Tax Certificate and other related documents, certificates and legal opinions required for closing;
analyzing and resolving tax problems associated with the financing;
conducting the preclosing and the closing in connection with the financing;
reviewing documents drafted by the Underwriter and its counsel or the Initial Purchaser and its counsel;
reviewing documents drafted by counsel to the District;

Board of Supervisors	January 14, 2025
Willow Creek II Community Development District Page 3

reviewing various reports prepared in connection with the financing, including but not limited to engineer's reports and assessment methodology reports; and
providing the District such other legal services and advice with respect to the financing as are traditionally provided by bond counsel.
Subject to the completion of proceedings to our satisfaction, we will render our opinion for the Bonds addressed to the District, with a reliance letter addressed to the Underwriter or Initial Purchaser and the trustee, substantially to the effect that the Bonds are valid, binding and enforceable obligations of the District and, if the Bonds are tax-exempt, that the 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 Bonds are delivered to the Underwriter or Initial Purchaser. The opinion will also opine as to such other matters, if any, that are at the date of closing normally included in the opinions of bond counsel for similar transactions.
Based upon (a) the duties we propose to undertake with respect to each financing, (b) the time we anticipate devoting to each financing, and (c) the responsibilities we assume, we agree that our fee for each publicly offered financing will be $40,000 for financings with only one series of Bonds and $45,000 for financings with multiple series of Bonds, regardless of the total principal amount of the Bonds. Fees for private placement financings will be negotiated at the commencement of such financing, provided such fee will not exceed $35,000 per financing. The foregoing fees shall include all out-of-pocket expenses incurred by NGN in connection with the services rendered and no other expenses shall be payable by the District in connection with bond counsel services.
We agree that our fee for bond counsel services will be contingent upon the successful closing of the applicable financing. If such financing is abandoned, we will not be entitled to any fee for services rendered. In addition, we understand that questions or issues may arise that are outside the scope of a particular financing. Unless such issues require a substantial engagement on our part, we will not charge additional hourly rates for legal services in connection with such issues. Should an issue arise that requires a substantial engagement, any fees to be charged will be determined upon mutual agreement of the parties at such time.
We appreciate the opportunity to be of service to you and thank you for your consideration.

NABORS, GIBLIN & NICKERSON, P.A.

By:			 Cynthia E. Wilhelm, Shareholder

EXHIBIT A

LISTING OF TRANSACTIONS AS BOND COUNSEL FOR SPECIAL DISTRICT FINANCINGS
JANUARY 2020 TO PRESENT

Issuer		Bond Issue		Par Amount	
Osceola Chain of Lakes Community Development District (Osceola County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$5,980,000	
Finley Woods Community Development District (City of Gainesville, Florida)		Capital Improvement Revenue Bonds, Series 2020		$3,075,000	
Sampson Creek Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$2,520,000	
Chaparral of Palm Bay Community Development District (City of Palm Bay, Florida)		Capital Improvement Revenue Bonds, Series 2020		$5,900,000	
Rivers Edge II Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$7,165,000	
Epperson Ranch II Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$10,300,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$3,440,000	
Pine Ridge Plantation Community Development District (Clay County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2020		$12,435,000	
Trout Creek Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$4,185,000	
Rolling Hills Community Development District (Clay County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2020		$4,465,000	
Live Oak Lake Community Development District (Osceola County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$16,275,000	
Overoaks Community Development District (Osceola County, Florida)		Capital Improvement Revenue Refunding Bond, Series 2020		$3,765,000	
Wiregrass II Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$10,705,000	
Chapel Crossings Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$12,030,000	
Copperstone Community Development District (Manatee County, Florida)		Taxable Capital Improvement Revenue Note, Series 2020		$800,000	
DG Farms Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Bonds, Series 2020		$3,855,000	
Mirada II Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$26,850,000	
Epperson North Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$15,000,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$11,340,000	
Amelia National Community Development District (Nassau County, Florida)		Capital Improvement Revenue Refunding Bond, Series 2021		$4,915,000	

Issuer		Bond Issue		Par Amount	
Capital Region Community Development District (City of Tallahassee, Florida)		Capital Improvement Revenue Refunding Bond, Series 2021		$2,800,000	
River Glen Community Development District (Nassau County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2021		$15,355,000	
Cascades at Groveland Community Development District (City of Groveland, Florida)		Capital Improvement Revenue Refunding Bond, Series 2021		$3,053,000	
Rivers Edge II Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$9,900,000	
Rivers Edge III Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$9,880,000	
Cordoba Ranch Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2021		$6,135,000	
South Fork East Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2021		$3,121,000	
North AR-1 of Pasco Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$13,600,000	
Zephyr Lakes Community Development District (City of Zephyrhills, Florida)		Capital Improvement Revenue Bonds, Series 2021		$6,600,000	
Brightwater Community Development District (Lee County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$10,000,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$11,610,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Bond Anticipation Notes, Series 2021		$15,640,000	
Southshore Bay Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$11,170,000	
Lake Ashton II Community Development District (Polk County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2021		$3,535,000	
Union Park East Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$3,095,000	
Entrada Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$12,280,000	
Leomas Landing Community Development District (City of Lake Wales, Florida)		Capital Improvement Revenue Bonds, Series 2021		$5,355,000	
Epperson North Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021A		$17,605,000	
Gracewater Sarasota Community Development District (Sarasota County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$16,780,000	
St. Lucie West Services District (St. Lucie County, Florida)		Capital Improvement Revenue Bond, Series 2021-2		$1,685,000	
Mirada Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$9,600,000	
North AR-1 of Pasco Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2021A		$9,800,000	
Ocala Preserve Community Development District (Marion County, Florida)		Capital Improvement Revenue Bonds, Series 2021		$3,855,000	

Issuer		Bond Issue		Par Amount	
WaterGrass II Community Development District (Pasco County, Florida)		Special Assessment Revenue Refunding Bonds, Series 2021		$5,385,000	
Golden Lakes Community Development District (Polk County, Florida)		Taxable Special Assessment Note, Series 2021		$1,000,000	
Villages of Glen Creek Community Development District (City of Bradenton, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2022		$5,250,000	
Water's Edge Community Development District (Manatee County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2022		$2,065,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$7,775,000	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2022A		$22,950,000	
Rustic Oaks Community Development District (City of Venice, Florida)		Capital Improvement Revenue Bonds, Series 2022		$17,230,000	
Rolling Hills Community Development District (Clay County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2022		$10,870,000	
Lake Ashton II Community Development District (Polk County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2022		$3,245,000	
Mira Lago West Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Refunding Bond, Series 2022		$3,007,000	
Bridgewater North Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$10,195,000	
Pelican Marsh Community Development District (Collier County, Florida)		Special Assessment Revenue Refunding Bond, Series 2022		$3,460,000	
Cross Creek North Community Development District (Clay County, Florida)		Special Assessment Bonds, Series 2022		$15,075,000	
Mangrove Point and Mangrove Manor Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$7,850,000	
Somerset Community Development District (Walton County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2022		$10,745,000	
Villages of Glen Creek Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Bonds, Series 2022A		$7,500,000	
Trout Creek Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$3,085,000	
Willow Creek Community Development District (Brevard County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$2,575,000	
Wiregrass II Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$11,460,000	
Mirada II Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$11,600,000	
Coddington Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$6,215,000	
Renaissance Community Development District (Lee County, Florida)		Capital Improvement Revenue Refunding Bond, Series 2022		$5,545,000	
Buena Lago Community Development District (Osceola County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$4,420,000	

Issuer		Bond Issue		Par Amount	
Stoneybrook Community Development District (Lee County, Florida)		Special Assessment Revenue Bonds, Series 2022-1		$4,325,000	
Stoneybrook Community Development District (Lee County, Florida)		Taxable Special Assessment Revenue Bonds, Series 2022-2		$7,755,000	
Avalon Park West Community Development District (Pasco County, Florida)		Special Assessment Revenue Bonds, Series 2022		$5,895,000	
Coral Bay of Lee County Community Development District (Lee County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$3,845,000	
Cypress Shadows Community Development District (Lee County, Florida)		Capital Improvement Revenue Refunding Bonds, Series 2022		$1,070,000	
Brookstone Community Development District (Manatee County, Florida)		Special Assessment Revenue Bonds, Series 2022		$10,700,000	
Willows Community Development District (Manatee County, Florida)		Special Assessment Revenue Bonds, Series 2022		$8,315,000	
Stoneybrook North Community Development District (Lee County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2022		$5,300,000	
Woodcreek Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2022		$3,785,000	
Ridge at Heath Brook Community Development District (City of Ocala, Florida		Capital Improvement Revenue Bonds, Series 2023		$2,325,000	
Waterford Community Development District (Hernando County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$4,835,000	
Rye Crossing Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$2,625,000	
Parrish Lakes Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$12,400,000	
Harmony West Community Development District (Osceola County, Florida)		Special Assessment Revenue Bonds, Series 2023		$3,435,000	
Arbors Community Development District (City of Jacksonville, Florida)		Capital Improvement Revenue Bonds, Series 2023		$12,435,000	
Merrick Square Community Development District (City of Pembroke Pines, Florida)		Capital Improvement Revenue Bonds, Series 2023		$4,215,000	
West Villages Improvement District (City of North Port, Florida)		Special Assessment Revenue Bonds, Series 2023		$17,130,000	
Varrea South Community Development District (City of Plant City, Florida)		Capital Improvement Revenue Bonds, Series 2023		$8,870,000	
Harmony on Lake Eloise Community Development District (City of Winter Haven, Florida)		Capital Improvement Revenue Bonds, Series 2023		$2,665,000	
Lake Lizzie Community Development District (Osceola County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$3,535,000	
Cypress Bay West Community Development District (City of Palm Bay, Florida)		Capital Improvement Revenue Bonds, Series 2023		$7,625,000	
Parrish Lakes Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$9,540,000	
Cross Creek North Community Development District (Clay County, Florida)		Special Assessment Bonds, Series 2023		$8,915,000	

Issuer		Bond Issue		Par Amount	
Ave Maria Stewardship Community District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$19,150,000	
Westwood of Paso Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$3,775,000	
North AR-1 of Pasco Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$13,500,000	
Hawthorne Mill North Community Development District (City of Lakeland, Florida)		Capital Improvement Revenue Bonds, Series 2023		$3,275,000	
Avalon Park West Community Development District (Pasco County, Florida)		Special Assessment Revenue Bonds, Series 2023		$3,355,000	
Entrada Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$7,580,000	
Ocala Preserve Community Development District (Marion County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$5,260,000	
Cope's Landing Community Development District (City of Jacksonville, Florida)		Capital Improvement Revenue Bonds, Series 2023		$7,695,000	
West Villages Improvement District (City of North Port, Florida)		Special Assessment Revenue Bonds Series 2023		$4,805,000	
Towns at Woodsdale Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2023		$5,870,000	
Center Lake Ranch West Community Development District (City of St. Cloud, Florida)		Capital Improvement Revenue Bonds, Series 2023		$13,935,000	
Longleaf Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,000,000	
North AR-1 of Pasco Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$9,750,000	
Highland Trails Community Development District (City of Dade City, Florida)		Capital Improvement Revenue Bonds, Series 2024		$6,750,000	
Lake Mattie Preserve Community Development District (City of Auburndale, Florida)		Capital Improvement Revenue Bonds, Series 2024		$4,385,000	
Regal-Village Community Development District (City of Florida City, Florida)		Capital Improvement Revenue Bonds, Series 2024		$6,805,000	
Caymas Community Development District (Collier County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,815,000	
Lake Hideaway Community Development District (Hernando County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$20,000,000	
Saltleaf Community Development District (Lee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$30,000,000	
West Village Improvement District (City of North Port, Florida)		Capital Improvement Revenue Bonds, Series 2024		$19,280,000	
North AR-1 of Pasco Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024A		$32,000,000	
Mirada Community Development District (Pasco County, Florida)		Capital Improvement Revenue and Refunding Bonds, Series 2024		$23,000,000	
Mirada Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$6,500,000	

Issuer		Bond Issue		Par Amount	
Rivers Edge III Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$9,815,000	
Somerset Bay Community Development District (Hernando County, Florida		Capital Improvement Revenue Bonds, Series 2024		$13,500,000	
Coral Bay of Lee County Community Development District (Lee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$5,735,000	
Southshore Bay Community Development District (Hillsborough County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,475,000	
Hawthorne Mill North Community Development District (City of Lakeland, Florida)		Capital Improvement Revenue Bonds, Series 2024		$11,400,000	
Parrish Lakes Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$37,000,000	
Buena Lago Community Development District (Osceola County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$4,510,000	
Normandy Community Development District (City of Jacksonville, Florida)		Capital Improvement Revenue Bonds, Series 2024		$40,000,000	
Ridge at Heath Brook Community Development District (City of Ocala, Florida)		Capital Improvement Revenue Bonds, Series 2024		$3,060,000	
Entrada Community Development District (St. Johns County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$4,160,000	
Cope's Landing Community Development District (Jacksonville, Florida)		Capital Improvement Revenue Bonds, Series 2024		$2,840,000	
Sebastian Isles Community Development District (City of Florida City, Florida)		Capital Improvement Revenue Bonds, Series 2024		$4,365,000	
Rookery Community Development District (City of Green Cove Springs, Florida)		Capital Improvement Revenue Bonds, Series 2024		$14,050,000	
Rye Crossing Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,650,000	
Waterford Community Development District (Hernando County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,800,000	
Longleaf Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024A		$8,500,000	
Parrish Lakes II Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$33,455,000	
Epperson North Community Development District (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$5,500,000	
Paddocks Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$5,830,000	
St. Lucie West Services District (St. Lucie County, Florida)		Utility Revenue and Refunding Bond, Series 2024		$56,530,000	
Lake Lizzie Community Development District (City of St. Cloud, Florida)		Capital Improvement Revenue Bonds, Series 2024		$2,155,000	
Vista Lakes Community Development District (City of Orlando, Florida)		Taxable Special Assessment Note, Serise 2024		$2,000,000	
Arbors Community Development District (City of Jacksonville, Florida)		Capital Improvement Revenue Bonds, Series 2024		$11,390,000	

Issuer		Bond Issue		Par Amount	
Brightwater Community Development District (Lee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$7,850,000	
Curiosity Creek Community Development District (Manatee County, Florida)		Capital Improvement Revenue Bonds, Series 2024		$13,500,000	
Hicks Ditch Community Development District (City of Eustis, Florida)		Capital Improvement Revenue Bonds, Series 2024		$5,235,000	
Wiregrass Community Development District' (Pasco County, Florida)		Capital Improvement Revenue Bonds, Series 2024A		$5,835,000	
Waterford Landing Community Development District (City of Fort Myers, Florida)		Capital Improvement Revenue Refunding Bond, Series 2024		$8,370,000	

BOND COUNSEL AGREEMENT

This Bond Counsel Agreement (this "Agreement") is entered into this 14th day of January, 2024, by and between WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT (the "District"), an independent special district organized and existing under the provisions of Chapter 190, Florida Statutes, as amended, and NABORS, GIBLIN & NICKERSON, P.A., a Florida professional service corporation ("Nabors Giblin").

W I T N E S S E T H:

WHEREAS, the District plans to issue capital improvement revenue bonds (the "Bonds") in one or more series (each, a "Series") to finance the acquisition, construction and equipping of certain assessable capital improvements benefiting residents of the District; and

WHEREAS, the District desires to engage Nabors Giblin as bond counsel in connection with the issuance and sale of the Bonds, on the terms and conditions hereinafter set forth; and

WHEREAS, Nabors Giblin desires to accept engagement as bond counsel for the District in connection with the issuance and sale of the Bonds, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises, which shall be deemed an integral part of this Agreement, and of the covenants and agreements herein contained, the District and Nabors Giblin, both intending to be legally bound hereby, agree as follows:

BOND COUNSEL.

Duties. Nabors Giblin shall serve as bond counsel to the District in connection with the issuance of the Bonds. The duties of Nabors Giblin as bond counsel shall include the following:

prepare all indentures, including a Master Indenture and Supplemental Indenture(s) with respect to the Bonds, and other documents relating to the Bonds, said duty to be performed in cooperation with the financial advisors and/or underwriters engaged by the District;
if requested by the District, prepare validation pleadings, including the proposed final judgment, in connection with the validation of the Bonds and appear as attorneys of record with the District Counsel at the validation hearing;
review all disclosure documents, including official statements, prepared or authorized by the District insofar as such documents contain descriptions of the Bonds and summaries of contracts or other documents relevant to the Bonds; provided, however, that Nabors Giblin shall have no responsibility for the disclosure documents insofar as such documents describe

the financial circumstances of the offering or any other statistical or project data, and provided further that Nabors Giblin shall have no responsibility to the purchasers of the Bonds for state or federal securities law compliance in connection with the offering of the Bonds;
review all underwriters' proposals as requested by the District, prepare all closing documents, and attend and be responsible for the closing, as well as attend drafting and informational meetings regarding the Bonds; and
render opinions in written form at the time the Bonds are to be authenticated and delivered, which opinions shall cover the legality of the Bonds and the exemption of the Bonds from federal income taxation.

Fees and Expenses for Services Rendered as Bond Counsel. The District shall pay to Nabors Giblin, as a fee for services rendered pursuant to this Section 1, the sum of $40,000 per issue for a publicly offered issue with one Series of Bonds and $45,000 per issue for a publicly offered issue with multiple Series of Bonds. Fees for private placement financings will be negotiated at the commencement of such financing, provided such fee will not exceed $35,000 per financing. Such fee shall be paid by the District to Nabors Giblin only from the proceeds derived by the District from the sale of the Bonds and, if the Bonds are not sold, then no fees shall be paid by the District for services rendered pursuant to this Section 1.
The foregoing fee shall include all out-of-pocket expenses incurred by Nabors Giblin in connection with services rendered hereunder, and no other expenses shall be payable by the District in connection with bond counsel services.

TERMINATION. This Agreement may be terminated by the District, or by Nabors Giblin, with or without cause, upon fifteen (15) days prior written notice to the other. If the District terminates Nabors Giblin for any reason prior to the issuance of Bonds, then no compensation shall be paid to Nabors Giblin for any services theretofore rendered pursuant to Section 1 of this Agreement.

CONSTRUCTION. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the District and Nabors Giblin have executed this Agreement as of the date set forth above.

WILLOW CREEK II
COMMUNITY DEVELOPMENT DISTRICT

By:		 Chairman/Vice Chairman

NABORS, GIBLIN & NICKERSON, P.A.

By:		 Cynthia Wilhelm, Shareholder

ENGINEER'S REPORT

PREPARED FOR: BOARD OF SUPERVISORS
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

ENGINEER:

Honeycutt & Associates, Inc.

January 14, 2025

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT MASTER ENGINEER'S REPORT

INTRODUCTION

The purpose of this Master Engineer's Report ("Report") is to provide a description of the capital improvement plan ("CIP''), and estimated costs of the CIP, for Willow Creek II Community Development District (the ''District" or ''COD"). The District plans to design, permit, finance, acquire and/or construct, and operate, certain public infrastructure improvements necessary for community development within the District. The District was established pursuant to Ordinance No. 47-2024 adopted by the City Council of the City of Titusville, Florida ("City"), on December 101 2024. The developer is KB Home Orlando LLC (the "Developer"), who is, at the time of this Report, the sole owner of lands within the District.

GENERAL SITE DESCRIPTION

The District is located entirely within the City, and covers approximately 425.15 acres of land, more or less. Exhibit A isa metes and bounds legal description of the District's boundaries. The District is generally located immediately west of the Willow Creek Community Development District ("Willow Creek I"), south of State Road 407, and north of Interstate 95. A Vidnity Map is included as Exhibit 8. The project area, and surrounding area, land use and zoning classifications are depicted in Exhibit C.

PROPOSED CAPITAL IMPROVEMENT PLAN

The CIP is intended to provide public infrastructure improvements for the lands within the District, which are planned for 976 residential units, The proposed site plan for the District is attached as Exhibit D. The following tables shows the planned product types and land uses for the District:

PRODUCT TYPES

Product Type	Total Units	
Village A	
Single Family 40' Lots	243	
Single Family 50' lots	100	
Village C	
Single Family 40' Lots	212	
Single Family 50' Lots	295	
Village E	
Multi-Family (Townhomes)	126	
TOTAL	976	

LAND USE

Land Use	Acreage	
Lot Development	121.08 +/-	
Roads	56.14 +/-	
Common Areas/Open Spaces	165.37 +/-	

 Stormwater Ponds*	82.56 +/-	
 TOTAL	425.15 +/-	
*Note: The 43-acre lake used for stormwater and recreation is included in the stormwater pond calculation only.

The CIP infrastructureincludes:

Roadway Improvements

The CIP includes subdivision roads within the District and offsite roadway improvements. Generally, all roads will be 2-lane undivided roads. The CIP also includes improvements to and the extension of Willow Creek Boulevard. The CIP includes offsite roadway improvements via the connection of Willow Creek Boulevard to Shepard Drive to the north of the District. Such roads include the roadway asphalt, base, and subgrade, roadway curb and gutter, stripingand signage and sidewalks within rights-of-way abutting non­ lot lands. Sidewalks abutting lots will be constructed by the Developer and will be owned and maintained by the District, All roads will be designed in accordance with City standards and all roadway improvements financed by the District will be available for use by the general public.

Stormwater Management System

The stormwater collection and outfall system are a combination of roadway curbs, curb inlets, pipe, control structures and open ponds designed to treat and attenuate stormwater runoff from District lands. The stormwater system within the project discharges to onsite retention ponds. The stormwater system will be designed consistent with the criteria established by the St. Johns River Water Management District (1'SJRWMD") and the City for stormwater/floodplain management systems. The District wlll flnance, own,
operate and maintain the stormwater system, including inlets and storm sewer systems within the right­ of-way.

Water, Wastewater, and Reuse Utilities

As part of the CIP, the District intends to construct and/or acquire water, wastewater, and reuse infrastructure, In particular, the on-slte water supply improvements include water mains that will be located within rights-of-way and used for potable water service and fire protection. The water, wastewater, and reuse collection systems for all phases will be completed by the District and then dedicated to the City for operation and maintenance. Water, wastewater, and reuse improvements for the CIP will include onsite lift stations, 12-inch water mains, and both onsite and offsite force main
extensions.

Hardscape, Landscape, and Irrigation

The District will construct and/or install landscaping and hardscaping within District common areas and rights-of-way, The hardscaping will consist of entry features, sfgnage, and landscaping. All such landscaping and hardscaping will be owned, maintained, and funded by the District. Such infrastructure shall be within the rights-of-way, owned by the District and maintained by the District in order to be funded by the District.

The District intends to construct an irrigation system for the development that will provide a lower cost alternative to potable water for District landowners. The system will also provide water for the common

areas, pond side slopes, etc. Installation, operation, and maintenance of any irrigation system will be the responsibility of the District.

Streetlights and Undergrounding of Electrical Utility Lines

The District intends to lease streetlights through an agreement with the Florida Power & Light Company in which case the District would fund the streetlights through an annual operatiohs and maintenahce assessment. As such, streetlights are not included as part of the CIP.

The CIP does however include the incremental cost of undergrounding electrical utility lines within right­ of-way utility easements throughout the community. Any lines and transformers located in such areas would be owned by the Florida Power & Light Company and not paid for bythe District as part of the CIP.

Environmental Conservation/Mitigation

The District will be responsible for the design, permitting, construction, maintenance, and government reporting of any on-site environmental conservation areas. The initial installation costs are minimal, but the improvements are included within the CIP.

Recreational Amenities

In conjunction with theconstruction of the CIP, the District intends to construct parks, walking trails, multi­ use trails, pavilions, benches, open fields, and other passive amenities. These improvements will be funded, owned and maintained by the District. All such improvements will be open to the general public.

The District also intends to finance the reimbursement to KB Home Orlando LLC of an existing amenity center It is anticipated to accept conveyance of from Willow Creek I which includes a swimming pool, splash pad, sports courts, and fitness center. All such amenities will be considered common elements of the District and open to use by the general public, subject to a reasonable fee.

Professional Services

The CIP also includes various professional services. These include: (i) engineering, surveying, architectural and legal fees associated with the CIP, and (ii) permitting and plan review costs that are required for the design, permitting, construction, and maintenance acceptance of the public improvements and community facilities.

Off-Site Improvements

Offsite improvements will consist of roadway and utility extensions to serve the District. See Exhibit E for offsite utility improvements. The following offsite improvements are proposed for construction by the District:
Northern roadway connection.
Wastewater and potable water force main and point of connection.

As noted, the CIP functions as a system of improvements benefiting all lands within the Disttict,

lnterlocal Agreement

Pursuant to that certain lnterlocal Agreement Between Willow Creek I and the District for Cost Sharing and Reciprocal Use of District Facilities, the cost of operation and maintenance of certain enumerated District improvements will be shared between the District and Willow Creek I on a pro-rata basis as more specifically defined in said lnterlocal Agreement. Such lnterlocal Agreement is attached hereto as Exhibit F and is further recorded in the official records of Brevard County, Florida, which may be amended from time to time. Such lnterlocal Agreement allows the reciprocal rights andaccess to all facilities and services within Willow Creek I and the District by each other's residents, landowners, paid users and the public, subject to a reasonable fee.

Permitting

All necessary permits for the construction of the CIP have either been obtained or are currently under review by respective governmental authorities, and include the following:

Agencl£	Permit DescrlQtion	Permit Status	
City of Tltusville	Subdivision	Under Review	
SJRWMD	ERP	Under Review	
USACOE	Wetlands	Under Review	
FOOT	Drainage	Under Review	
FDEP	Water/Sewer/SWIFF	Under Review	
Brevard County	Sewer	Under Review	

OPINION OF PROBABLE CONSTRUCTION COSTS

The table below presents, among other things, the cost estimate for the CIP. It is our professional opinion that the costs set forth in the table below are reasonable and consistent with market pricing. Exhibit G contains the proposed layouts of the water distribution system, sanitary sewer system, and stormwater/drainage systems.

Village A	
Roadways including Conduit	$	4,309,833	
Stormwater Management	$	3,389,724	
Water/Sewer/Reuse Utilities	$	4,822,845	
Hardscape, Landscape, Irrigation	$	342,378	
Environmental Conservation/Mitigation	$	568,010	
Recreational Amenities	$	2,262,767	
Professional Services	$	784,778	
Contingency	$	2,472,050	
Total	$	18,952,385	

VillageC	
Roadways including Conduit	$	6,273,411	
Stormwater Management	$	4,934,096	

Water/Sewer/Reuse Utilities	$	7,020,152	
Hardscape, Landscape, Irrigation	$	498,366	
Environmental Conservation/Mitigation	$	826,797	
Recreational Amenities	$	3,875,890	
Professional Services	$	1,171,436	
Contingency	$	3,690,022	
Total	$	28,290,170	

Village E	
Roadways including Conduit	$	2,326,756	
Stormwater Management	$	735,180	
Water/Sewer/Reuse Utilities	$	1,046,003	
Hardscape, Landscape, Irrigation	$	74,256	
Environmental Conservation/Mitigation	$	123,193	
Recreational Amenities	$	961,343	
Professional Services	$	263,337	
Contingency	$	829,510	
Total	$	6,359,578	

Offsite Improvements	
Offsite Roadway Improvements	$	4,180,092	
Offsite Utility Improvements	$	800,000	
Professional Services	$	398,407	
Contingency	$	806,775	
Total	$	6,185,274	
Master Capital Improvement Plan TOTAL	$	59,787,407	

The table below shows which parties will finance, own and operate the various improvements of the CIP:

District Infrastructure	
Construction	
Ownership	Operation and Maintenance	
Roadways	District	Titusville	Titusville	
Stormwater Management	District	District	District	
Utilities (Water, Wastewater, and Resue)	District	Titusville	Titusville	
Landscape,	Hardscape,	and Irrigation	District	District	District	
Streetlights/Undergrounding of
Conduit	District	FPL	FPL	
Environmental Conservation/Mitigation	District	District	District	

Recreational Amenities	District	District	District(s)	
Offsite Improvements	District	Titusville	Titusville	

CONCLUSION

The CIP will be designed in accordance with current government regulations and requirements. The CIP will serve its intended function so long as the construction is in substantial compliance with the design.

It is further our opinion that:

the estimated cost to the CIP as set forth herein is reasonable based on prices currently being experienced in the jurisdiction in which the District is located, and is not greater than the lesser of the actual cost of construction or the fair market value of such infrastructure;

all of the improvements comprising the CIP are required by applicable development approvals issued pursuant to Section 380.06, Florida Statutes;

the CIP is feasible to construct, there are no technical reasons existing at this time that would prevent the implementation of the CIP, and it is reasonable to assume that all necessary regulatory approvals will be obtained in due course; and

the assessable property within the District will receive a special benefit from the CIP that is at least equal to the costs of the CIP.

As described above, this report identifies the benefits from the CIP to the lands within the District. The general public, property owners, and property outside the District will benefit from the provisions of the District's CIP; however, these are incidental to the District's CIP, which is designedsolely to provide special benefits peculiar to property within the District. Special and peculiar benefits accrue to property within the District and enable properties within its boundaries to be developed.

The CIP will be owned by the District or other governmental units and such CIP is intended to be available and will reasonably be available for use by the general public (either by being part of a system of improvements that is available to the general public or is otherwise available to the general public) Including nonresidents of the District. All of the CIP is or will be located on lands owned or to be owned by the District or another governmental entity or on perpetual easements in favor of the District or other governmental entity. The CIP, and any cost estimates set forth herein, do not include any earthwork, grading or other improvements on private lots or property. The District will pay the lesser of the cost of the components of the CIP or the fair market value.

Please note that the CIP as presented herein is based on current plans and market conditions which are subject to change. Accordingly, the CIP, as used herein, refers to sufficient public infrastructure of the kinds described herein (i.e., stormwater/floodplain management, sanitary sewer, potable water, etc.) to support the development and sale of the planned residential units in the District, which (subject to true­ up determinations) number and type of units may be changed with the development of the site. Stated differently, during development and implementation of the public infrastructure improvements as

described for the District, it may be necessary to make modifications and/or deviations for the plans, and the District expressly reserves the right to do so.

EXHIBIT A: EXHIBIT B: EXHIBITC: EXHIBIT D: EXHIBIT E: EXHIBIT F: EXHIBIT G:

Legal Descriptions and Sketch of the District Vicinity Map
Land Use Map Proposed Site Plan
Off-Site Utility Improvements lnterlocal Agreement Proposed Utility Layout

.,

.

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WILLOW CREEK COD I & COD II SKETCH OF DISTRICTS		Hone�tt ct
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LEGAL DESCRIPTIO:'li:
WILLOW CREEK CDD Il:
A PARCEL OF LA.i"ll"DBEl>G PORTIO1'S OF LOTS 184,185,192,193,200,201, A.,D 208 AS SHOWN O:\' THE PLAT OF COCOA-I:\'DIA." RIVER PROPERTIES AS RECORDID L" PLAT BOOK 5, PAGE 7 OF THE PUBLIC' RECORDS OF BREVARD cot:�TY. FLORIDA.
TOGETHER WITH:
A PORTIO:\' OF THE�ORTH 3/4 OF SECTIO� 9, TO'WNSlllP 23 SOl'TH, R,\.NGE 35 EAST, BRf:\'ARD COL"""'.\TY, FLORIDA LYING EAST OF THE EASTERLY RIGHT OF WAY LI:\"E I:\"TERSTATE 95 A.i."ID STAIT ROAD NO.407.
ALSO TOGETHER WTIH:
A PORTIO� OF THE SOt;TH 1/2 OF SECTION 4, TO�SHIP 23 SOt"TH, RA.,GE 35 EAST LYING EAST OF THE EASTERLY RlGHT OF WAY LI:\"E OF ST ATE ROAD�0.407.
ALL OF THE ABOVE B�G	MORE PARTICL"LARLY DESCRIBED AS FOLLOWS:
CO�IMENCING AT THE SOl'THEAST CORNER OF SECTIO1' 10, TO�SHIP 23 SOL"TH, RA.,GE 35 EAST, BREVARD COl.")."TY, FLORIDA, THEXCE >.00°11'12"E., ALO�G THE EAST Lll\"E OF SAID SECTlO� IO, A DISTA..,CE OF 1327.76 FEET TO THE :\ORTfilAST coR:,'ER OF THE SOl"TH1/4 OF SAID SECTIO�10; THENCE CO�TL,"""Lt X00°11'12"E.. ALO>G SAID EAST LI:\"E OF SECTIO> 10, A DISTA.,.CT OF 101.45 FEET: THE�CE S.89°22'09"W., 316.46 FEET TO A POIXT LYL,G O�THE WESTERLY RlGHT OF WAY LC\'T OF GRISSO�'I PA.Rh...--WAY AS DESCRIBED I> OFFICIAL RECORDS BOOK2721, PAGE 910 OF THE PL"BLICR.ECORDSOf BREVARD COC�IY. FLORIDA; THE�CE CONTINtrE S.89°22'09"W., 4330.71 FEET TO THE POl'• OFBEGil\>"ING OF THE PARCEL Of LA.:'\"D HEREIN DESCRIBED: TB.PiCE CONTIXl"E S.89°22'09''W., 4--170.31 FEET TO A POLYf LYI:\G O:'\" THE :EASTERLY RIGHT OF WAY LC'\'E OF INTERSTATE 95; TIIEXCE A.LO�G THE RIGHT OF WAY LTh"ES OF I�TERSTATE 95 AND STATE ROAD
:\'0.407, THE FOLLOW�G SEVE::--.· CO'l""RSES A...'\"D DISTA..�CES: THEI'\CE �.35°26'3l''W., 1079.54 FEET: THENCE N.31°25'5l"'W,, 461.53 FEET TO THE PONT OF Cl"'RVAU"RE OF A cmcrLAR crRVE, CO.'.\"CAVE EASTERLY A.ND HAVL'-"G A RADICS OF 1819.86 FEET: THE�CE NORTHERLY, ALO>G THE ARC OF SAID CCRVE, THROL'GH A CL ..TRAL ..\.",GLE OF 28°53'59'', 917.93 FEET TO THE POINT OF TA.,GE1'CY; THE�CES.01°31'52"W., 1179.02 FEET TO THE POINT OF ClRVATL"RE OF A CIRCU,AR Cl"RVE. CO:\'CAVE EASTERLY A".'\'D HA.YING A RADil.'S OF 1342.40 FEET; THENCE NORTHERLY, ALONG THI ARC OF SAID Cl""RVE, TBROl""GH A CE:.\"TRAL A...',iGLE OF 32°21'46". 758.24 FEETTO THE POI.�T OF TA..,GE�CY; THE:'.'-CES.29°49'54''£ .. 198.99 FEET; THE�CE�.30°59'13"E., 268.32 FEET; THENCE DEP.ART�G SAID RIGHT OF WAY Lt\"E OF I:\TIRSTATE 95 ON A BEARl>G OF .:\'.89°52'19"£ .. 3122.20 FEET TO THE MOSTSORTHWESTERLY CORXER OF VEROL"A- VILL.\G.E ''B", ACCORDING TO TIIE PLAT TIIEREOF AS RECORDED I:\"" PLAT BOOK 73, PAGES 29 THROrGH 36 OF THE PL"BLIC RECORDS OF BREVARD COL-:\TY, FLORIDA; TEIE:\-CE Rt,-:\.. ALO�G THE WESTERLY LI:\'E OF THE AFORESAID PLAT OF VERO�A- VILLAGE ·'B", THE FOLLOWING TWO (2) COl"RSES AND DISTA..�CES: THENCE S. 00°07'38"E., 533.14 FEEn THE�CE S.15°34'01"E., 105.25 FEET; THJ:XCE S.76°55'4.?''W., 17,53 FEET TO A POINT 0> THE EASTERLY RlGHT OF WAY LI:\"l: OF ''WILLOW CREEK BO17LEVARD" (A 90.00 FOOT WIDE Pl"BLIC RlGHT OF WAY) AS SHOW� O:N' THE AFORESAID PLAT OF VEROXA­ VIl.LAGE "B";SAlD POINT BEING 0> A �O�-TA,.GENT CIRCVLAR Cl."Rv"l:, CO�CAVE WESTERLY HAVI:\'G A R...\Dll."S Of 1210.50 FEET; THENCE Rl.-X SOllHERLY. ALONG THE ARC OF SAID Cl"RVE
A:'.'-1-0 ALO);G SAID Pl":BLIC RIGHT OF WAY LINE, THROCGH ..\ CE'.\TRAL A.�GLE OF 32°16'15", 681.79 FEET TO THE PO�""T OF REVERSE CVRVATl"RE OF A CIRCl.'1.AR CL"RVE, CO'.\'CAVE EASTERLY ASD
HA�GA	R..illIFS OF 951.08 FEET; THENCE SOUTHERLY, ALOXG THE ARC OF SAID CL'RVE A.,-n
ALONG SAID RIGHT OF WAY LI:\"'E, THROrGH A CENTRAL A�.  GLE OF 18°10'53", 303.71 FEET TO THE
POl!\'T OFTA..�GEKCY: TBE�CE S.02°29'18":E:., 162.53 FEET TO THE POINT OF CURVATL"RE OF A CIRCUL<\R CL'"RVE, CO ..CA\r"l:�ORTHEASTERL Y A..'-0 HAVING A RADIUS OF 459-29 FEET; THE�CE SOFTHEASTERLY. ALO:\'GTHE ARC OF SAID Cl'"RVE AND ALOi'-G SAID RIGHT OF WAY LI:\"E, THROrGB A CENTRALA..�GLE OF 71°22'59". 512.21 FEET TO THE POI:\'T OF T.Ar�GENCY; THENCE

S.73°49'59;,E., 207.65 FEET TO THE POTh"T OF Ct'RVAniu: OF A CIRCl.,"LAR Cl.iRVE, CO�'CAYE NORTHERLY A..'-'D HAVING AR-<illfiTS OF 1879.88 FEET; THEXCl: EASTERLY, ALOXG THE ARC OF SAID CURVE AXD ALO�GS.AID RIGHT OF WAY Lflll"E. THROl"GHA CENTRAL A..'\"GLE OF 28°09'01''.
923.61 FEET TO A PO�T O�THE WI.ST UXE OF VEROXA-VILLAGE"D'', ACCORD�G TO THE PLAT THEREOF AS RECORDED IN PLAt BOOK 71, PAGES 18 TIIROVGH 24 OF THE AFORESAID Pl-SLIC RECORDS OF BREVARD COl�TY, FLORIDA; THE�CE Rl� N.08°34'09''W., ALO�G SAID WEST LC\"E, A
DISTAXCE OF 6.94 FEET TO THE XORTHWEST CORNER Of SAID PLAT OF VERONA-VILLAGE "D"; SAID POINT BEING OX A�O�-TA..'fGE:\T CIRCULAR CllWE, CONCAVE XORTHERLY AND HAVJXG A R-<illllS OF 805.00 FEIT; THENCE NORTHEASTERLY, ALONG THE ARC OF SAID CCRVE A.''D ALONG THE�ORTB LD-"°E OF SAID PLAT OF VERO�A-vnLAGE ''D", THROl"GH A CENTRAL A..'\""GLE OF 05°26'28". 76.45 FEET TO THE PO�T OFREVERSE Cl"RVATL"'RE OF A CIRCl"I..AR CCRVE, CONCAVE sorrHERLY A.ND HAVI:\"G A RADffS OF 795.00 FEET: THENCE XORTHEASTERLY, ALO::'\G THE ARC OF SAID Cl"RVE AND ALONG THE�ORTH LTh"E OF SAID PLAT OF VERONA-VILLAGE "D'', THRO'GGH A CEXTRAL A..'-GLE OF 05°57'04", 82.57 FEET TO THE WEST CORNER OF TRACT REC-2, AS SHOW�O� SAID PLAT OF VEROJ\'A-VILLAGE "D"; THEXCE DEPARTING SAID:\"ORTH LD-'E. Rl..�S.09°28'll''E..
95.03 FEETTO THE �ORTHEAST CORNER OF TRACT REC-I, AS SHOW\' 01\ SAID PLAT OF VEROJ'.A­ VILLAGE "D"; THENCE RT..,� ALO:\'G THE BOL;11'DARY OF SAID TR.\CT REC-1 THE FOLLOWING THIRTY�S:EvtX (37) COl'RSES AND DIST.A..�CES: THENCT S.13°00'01''E., 66.81FEET TO THE POD.'T OF Cl"RVATt·RE OF A CIRCl"LAR Cl"RVE. CO�CAVE NORTHL\STERLY A'.\'D HAVL'\""G A RADlliS OF 70.00 FEET: THE�CE SOl'TlfEASTERLY, ALONG THE ARC OF SAID Cl'RVE, THROl'GH A CEXIRAL A.1�GLE OF 44°32'33", 54.42 FEET TO TBE PO�T Of TA�GL'\CY; THEXCE S.57°32'34"E., 11.11 FEET; THE�C[ S.81°34'l5"E.. 11.77 FEET: THENCE l\.74°26'3T'E.. 14.74 FEET; TBI.'.\CE �.63°33'32"E.. 48.72 FEET; THENCE X.80°02.14''E., 48.82 FEET; THEXCE N.27°54'!2".E.,18.00 FEET: THEKCE S.66°31'54"E.. 30.55 FEET; THE�CE �.75°46'30"E., 28.29 FEET: THE:KCE S.86°37'24''E., 15.33 FEET; THEXCE S.74°09'46"E.,
12.79 FEET:THE�CE S.48°16'14"E., 17.65 FEET; THENCE S.35°45'28"£.. 12.66 FEET; THE1'CE S.15°02'04''E.,
23..54 FEET: THE:\'CE S.65°38'01''E., 25.44 FEET; THENCE S.70°56'30"1:., 21.68 FEET TO A PO:r\"T ON A
�O�-TA."'-GE'.\'T CIRCl'LAR CURVE, CO 1CAVE SOl TH\.VESTERLY A..'-'D HAVI>G A RADffS OF 646.77 FEET A..'-'D TO WlllCH PODiT A RADIAL LD-"E BEARS X.18°15'43"£.: THENCE sorflfW'ESTERLY. ALOi'-G THE ARC OF SAID CC:RVt:, lHROl"GH A CEi\tR<\L A�GLE OF lZ032'03", 254.37 FEET TO A PO�T OFTA".iGE.'7CY; THEXCE O); A RADIAL U�"I OF S.40°47' 46''W., 120.00 FEET TO A PO�TLYNG O'.'.THE EASTERLY RIGHT OF WAY LINE OF PECORI:'.\'O COl"RT AS SHOWX ON SAID PLAT OF VEROl'iA-VILLAGE ''D'' A'.iD ARC OF A CIRCl"LAR Cl"RVE, CO�CAVE WE�'TERLY, HAV�G A RADll'S OF 526.78 FEET; THE�CE XORTIIWESTERLY, ..\LO::'i"G SAID RIG BT OF WAY LL'\'E A'.-'D ALO:.'\G THE ARC OF SAID CL'RVE, TlIROl'GH A CENTRAL A.'iGLE OF 02°15'51", 20.82 FEET TO A PO�T OF
COMPOl"ND Cl"RVAn·RE OF A CIRCl"LAR Cl'RVE, CONCAVE EASTERLy  A'iD HAYING A RADnrs OF
61.00 FEET: THE:XC"E sorTHWESTERLY TO�ORTHEASTERLY .-\.LO�G SAID RIGHT OF WAY LL'-£. AND .ALO:\G THE ARC OF SA.ID CliRVE, THROl"GH A CENTRAL A:.'iGLE OF 25-4°11'29", 270.62 FEET TO THE POINT OF crsp A.'iD TO WHICH POINT A RADIAI. LINE BEARS S.35°56'53".E.; THE�CT DEPART�G SAID RIGHT Of WAY LINE, Rl°" S.52°19'17''W., 72.35 FEET; THENCE :.'\,38°11'57"W., 11.02 FEET TO A.POINT O'.\' A �ON-TA�GE�'T CIRCl'LAR CFRVE. CO�CAVE EASTERLY,.A..'-'D HAVl.'iG A RADllS OF 89.50 FEET A1lD TO WHICH PO�T A RADIAL L�E BEARS S.18°23'35"W.. THEXCE SORTBWESTERLY.ALONG THE ARC OF SAID Cl"RVE. THROl.-GH A CE.:\"TRAL A'.iGLE OF55°38'31'',
86.92 FEET: THE:.'\CI�.80"35'10"W.,132.57 FEET TO TH£ POTh"T OF Cl"RVATCR.E OF A CIRCl'LAR CL"RVE, CO:.'\CAVE :'iORTHEASTERLY A',-"1> HA.VI:\G ..\ RADU:S OF 68.50 FEET; THE:.'\CE
�ORTHWESTERL Y.ALONG THE ARC OF SAID Cl "RVE, THROl::GH A CE�'TRAL A'.:GU: OF16°49'57'",
20.1.2 FEET TO THE POINT OFT A."iGENCY; THENCE X63°45'13"W., 134.69 FEET TO THE POI:\T OF Cl"RVATl'RE OF A CIRC[LAR Cl"RVE, CO:.'\CAVE �ORTHEASTERLY AXD HAVI..'\""G A RADit:'S OF
145.00 FEET; THENCE �ORTHWESTERLY.ALONG THE ARC OF SAID CTR VE, THROl"GH A CE�TRAL A."'-GLE OF 47°12'22''.119.47FEET TO THE POI:\'T OF TAt�GE�CY; THEKCE X16°32'Sl"W., 23.24 FEIT TOTHE POL'\'T OF Cl.."RVAn"R.E OF A CIRCl"LAR CCRVE, CONCAVE SOI'THEASTERLY�'D HAVI:\'G A RADIL:S OF 20.00 FEET; THENCE XORTHEASTERLY, ALO:'.\'G THE ARC OF SAID Cl"RV:E, THROUGH A CENTRAL A.NGLE OF 89°54'40". 31-'8 FEET; THE�CE K.12°55'16''W., 31.71 FEET TO THE POINT OF
CURVATI1RE OF A CIRClLAR CURVE. COXCAVE WESTERLY Al�D HAV�G A RADIL"S OF 81.00 FEET; THENCE :XORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CEXfRAL A..,GLE OF 12°11'05".17.25 FEET TO THE POIXT OF TAt'-GENCY; THE1'CE N.25°07'2l"W., 50.53 FEET TO THE POINT OF Cl"RVATlJRE OF A CIRCFLAR CURVE, CO:\1CAVE �ORTHEASTERLY ArmHAVI:.'\G A RADIUS OF

81.00 FEET; THE�CE�ORTHWESTERLY, ALOXG THE ARC OF SAID CCR.VE, THROl'GHA CENTRAL A.i�GLE OF 20°54'15", 29.55 FEET TO THE POINT OF TA.'°GE�CY; THE�CE �.46°01'36"W., 11.58 FEET TO THE POINT OF CURVATl""RE OF A cmCL"LAR CTiRVE, co. 'CAVE XORTHEASTERLy A.'.l) HAVING A RADffS 49.00 FEET�THE�CE �ORTHERLY, ALOXG THE ARC OF SAID CCR.VE, THRO'GGH A CENTRAL ANGLE OF 29°46'08'', 25.46 FEET TO THE POI:\"T OF TA.'-GEXCY; THENCE �.16°00'44"W., 7.75 FEET TO THE SOUTHEAST COR.l\"ER OF TRACTL--7 AS SHO'WN O�SAID PLAT OF VERO:'iA-VILLAGE ''D"; THENCE s. 76°27'51''E., 78.17 FEET TO THE sorTHWEST COR'\"IR OF SAID TRACT L-7. SAID POINT BEING Ol'i THE WEST LI:'\E OF SAID PLAT OF VERO�A-Yil.LAGE ''D"; THE:\"CE Rl� ALONG THE WESTERLY Lll\'E OF AFORESAID PLAT OF VERONA-VILLAGE "D", THE FOLLOWING SEVEN (7) cot;RSES A.'\l) DISTA.'°CES: THENCE Rt,�S.08°34'09"£., 201.72 FEET: THE�CE S.07°57'44:E., 319.64 FEET; THEJ'.liCE S.27°28'40"E., 417.26 FEET; THENCE S.36°41'30''E., 257.82 FEET; THENCE S.34°33'08"E., 308.78 FEET; THE:\"CE S.10°27'19"E., 458.41FEET; THE:\"CE S.02°55'36"W., 222.15 FEET TO THE POL'\1OF BEG�"JNG, COI'l"TAll\T'\G 425.15 ACRES.

EXHIBIT B
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This instrument was prepared by and
upon recording should be returned to:
Jennifer Kilinski, Esq.
KlLINSKI I VAN WYK PLLC
517 E. College Avenue Tallahassee, Florida 32301

EXHIBIT F

(This space reserved for Clerk)

INTERLOCAL AND COST SHARE AGREEMENT REGARDING SHARED IMPROVEMENT, OPERATION, AND MAINTENANCE COSTS AND PROVIDING FOR THE RECIPROCAL USE OF DISTRICT FACILITIES

THIS AGREEMENT ("Interlocal Agreement") is made and entered into this_ day of January 2025, by and between:
WILLOW CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit
of speciaJ purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Titusville, Brevard County, Florida ("Willow Creek"); and

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT, a local
unit of special purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Titusville, Brevard County, Florida ("Willow Creek 11" and together with Willow Creek, the ''Districts" or '·Parties").

RECITALS

WHEREAS, the Districts are local units of special purpose government each located entirely within the City of Titusville, Florida ("City"); and
WHEREAS, the Districts were established for the purpose of planning, financing, constructing, operating and/or maintaining certain improvements, facilities and services in conjunction with the development of the lands located within the Districts; and

WHEREAS, the City has granted the Districts special powers under subsection l 90.012(2)(a), Florida Statutes to «plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain additional systems and facilities for: parks and facilities for indoor and outdoor recreational, cultural, and educational uses" pursuant to City of Titusville Ordinance No. 88-20051 as amended, and Ordinance No. 47-2024, respectively; and
WHEREAS, the Districts independently own, or are anticipated to independently own, certain facilities and related improvements within each District's respective boundary which includes, but is not limited to, recreational facilities, roadways, stormwater systems, landscaping, hardscaping, inigation systems, hardscape and environmental conservation areas as more particularly described in Composite Exhibit A, attached hereto and incorporated herein by reference (together, the "Facilities"); and

WHEREAS, the Districts desire all residents and landowners within the Districts to have continual access and use of the Facilities; and

WHEREAS, Chapter 190 and Section 163.01, Florida Statutes, as amended (''InterJocal Cooperation Acf'), permits units of local government to make the most efficient use of statutory powers by enabling governments to cooperate.with each other on a basis of mutual advantage and to thereby provide services and facilities in a manner and pursuant to fom1s of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development oflocal communities; and
WHEREAS, under the Interlocal Cooperation Act, the Districts may enter into an interlocal agreement in order to, among other things, provide for the perpetual use, operation, maintenance, repair and replacement of the Facilities, and ensure that all landowners within the Districts shall have continued use of the Facilities; and

WHEREAS, 01e Districts wish to enter into an agreement to jointly exercise their statutory powers in a cost effective, equitable and rational manner; and

WHEREAS, the Districts are contiguous geographically, are virtually adjacent to each other, and are interconnectedthrough roadway infrastructure; and

WHEREAS, reciprocal usage of the Facilities will enhance the value of properties within the Districts, reduce the administrative and cost burden for each District and create more use and recreational opportunities for landowners and residents within the Districts; and

WHEREAS, the Districts hereby desire to enter into this Interlocal Agreement, whichshall be filed as required by law with the clerk of the circuit court in and for Brevard County, Florida.
NOW, THEREFORE, in consideration of the recitals, agreements and mutual covenants contained herein, and other good and vaJuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Districts, the Districts agree as follows:
SECTION 1. RECITALS AND AUTHORITY. The foregoing recitals are true and correct and by this reference are incorporated as a material part of this Interlocal Agreement. This Interlocal Agreement is entered into pursuant to the provision of Florida law, including but not limited to Chapters 163 and 190, Florida Statutes, and the Florida Constitution.
SECTION 2. RECIPROCAL USAGE RIGHTS. The Districts hereby agree that their respective landowners and residents shall have rights to Facilities, access and use on anequal basis. Any such usage of the Facilities shall be subject to the rules, regulations, and policies applicable Lo said Facililies. There shall be no additional charge to residents, landowners and feepayers of either District for these reciprocal usage rights. For illustration pmposes only, if a resident or feepayer of Willow Creek desires to bold a party at the Willow Creek TI amenity facility, such resident/feepayer would be required to pay the same fee imposed by Willow Creek II on its residents/feepayers for such use. For purposes of this Agreement, the term "feepayer" means a person or persons that pay the annual nonresident fee applicable to that District but who may not be a resident or landowner of the District(s). Neither District shall have the authority to permit, or

enter into an agreement with, another entity granting usage rights for the benefit of persons or entities who are not residents or landowners in the Dishict's except as provided .in this Interlocal Agreement. In furtherance of the reciprocal usage rights herein granted, each District hereby agrees not to unnecessarily preclude or prohibit access over roadways or to other District Facilities in any manner that would inhibit resident or landowner access to the Facilities which are the subject of this Agreement nor would violate federal or state law, including denying access that may risk the tax-exempt status of the District's bonds. The Districts shall mutually adopt rules, regulations and policies applicable to the use of the Facilities ("Facility Policies") that are the same for purposes of operating and managing the Facilities. The Districts shall host a joint meeting and/or workshop, as.described in Section 6, for the discussion and adoption of the Facility Policies and may host joint meetings as required and convenient from time to time.

SECTION 3. OPERATION, MAINTENANCE, REPAIR AND REPLACEMENT OF THE FACILITIES; INSURANCE.

fl. Initial Operation of Facilities. Each District may, upon written direction to the other, be responsible for the operation and maintenance of Facilities within its own boundaries but such maintenance responsibilities shall in no event continue to be subject to Section 2 and the reciprocal use and access provisions of this Agreement. Initially, Wtllow Creek II shall be responsible for performing or arranging for the performance of the tnaintenance, operation, upkeep, repair and replacement of the Facilities as nec-essary. Willow Creek II shall use its discretion in determining which contracts for the maintenance, operation, upkeep. repair and replacement of the Facilities shall include insurance and indemnification protections to the benefit of the District's. Such contracts will ensure that Willow Creek will receive the same insurance and indemnity protections
as Willow Creek II.
b. Provision of Staffing Services. Willow Creek ll hereby agrees to provide staffing services to Willow Creek for the Facilities set forth in Composite Exhibit A. 1n order to fulfill this obligation, it is anticipated that Willow Creek II will provide consultants, contractors and/or employees to perform services in connection with the Facilities ("Improvements Staff'). In exchange for receiving such services; Willow Creek hereby authorizes Willow Creek ll to direct such Improvements Staff and to make decisions relating to day-to-day management and operation of Willow Creek's portion of the Facilities. Each District grants the otber the right to enter lands owned by the otheJ to fulfill all rights and responsibilities in this Agreement. The staffing schedules may be adjusted each year, and the amounts and schedule shall be approved by the Districts upon incorporation and approval of the same in the Districts' respective adopted annual operation. and maintenance budgets. Nothing will prevent one District from requesting a higher level of care than the other provided that each shall meet minimum regulatory, pennit and bond covenant maintenance standards. The Districts will coordinate to provide the Improvements Staff with such supplies and support as may be reasonably necessary forsuch staff to render services in accordance with this Agreement. All services required to be rendered by the Improvements Staff hernunder shall be rendered subject to the consent, control and direction of Willow Creek 11 through the offices of the Willow Creek II District Manager, or the District Manager's designee. However, in addition to the Joint Meeting provisions in this Agreement, Willow Creek II agrees to meet with the Willow Creek designee to discuss matters related to management and operation of the Facilities

on an at least rumual basis or upon request and agrees to promptly address reasonable concerns raised by Willow Creek in connection with the same and promptly respond to request for records.

SECTION 4. COST SHARING.
Sharing of Costs a11d Methodology. The Districts agree that in recognition of the reciprocal usage rights mutually granted herein, certain costs associated with the maintenru1ce, operation, upkeep, repair and replacement of reciprocally used Facilities should be shared ("Shared Costs"). The Facilities subject to such Shared Costs are those identified in Composite Exhibit A including but not limited to the amenity center, passive amenitjes, roadways, stormwater facilities and environmental conservation improvements. {£Willow Creek, pursuant to Section 3, exercises its option to self-manage the Facilities within its boundaries, the costs associated therewith shall remain Shared Costs. No later than June 1 of each year, each District shall provide to the other its proposed budget for the upcoming fiscal year to begin on October 1, whlch shall specifically identify the proposed Shared Costs for that upcoming fiscal year. The Districts shall cooperate in the shrufog of information, contracts, consultant information or other backup to support the proposed Shared Costs listed in each budget. The Districts' Shared Costs shall be aggregated, ru1d each District shall pay a percentage of the Shared Costs. Each District's percentage of the Shared Costs shall be detennined as follows: The total platted lots (or units for lands not platted, such as multi-family units) within Willow Creek and Willow Creek II as of May l shall be determined by reference to the official records of Brevru:d County, Florida. Each District shall budget and pay its percentage of the Shared Costs equal to its percentage of platted lots or units as compared to the total platted lots or units within both Districts as of May l of that year ("Cost Sharing Formula"). By way of example, if as of May 1, 2025, there have been 1355 lots platted or units for all the lands within Willow Creek and Willow Creek II, with 324 lots platted or units for Willow Creek, then Willow Creek would budget and pay for 23.91% of the Shared Costs, and Willow Creek II would budget ru1d pay for 76.09% of the Shared Costs for the fiscal year commencing October 1, 2025. Shared Costs shall be paid by January 1 of the applicable fiscal year.

Attn11<1/ True-Up. On January 1 of each year, the Districts shall perform a true-up to compare projected Shared Costs and Shared Costs actually incurred for the.prior :fiscal year ("True Up"). If, upon completion of the fiscal year, there remains a surplus or deficit of funds paid toward the Shared Costs, such stu-plus or deficit shall be applied to the next fiscal year's Shared Costs; any such surplus or deficit being limited to only those costs incurred dwfog the prior fiscal year. For example, the True Up process undertaken on .January 1, 2026 will be limited to consideration of Shared Costs incurred during the fiscal year that began on October I, 2024 and ended on September 30, 2025 and no other. (By way of example, if there is $10,000 of Shared Costs that did not accrue under the example provided in Section 4(a), such funds would be subject to a True Up on Januruy 1, 2026 and applied to the budget year beginning October I, 2026 under the Cost
Sharing Formula by which they originally paid. Accordingly, Willow Creek would receive a credit of $2,391 and Willow Creek 11 would receive a credit of $7,609 assuming the lot count example provided in Section 4.a. Likewise, if additional Shared Costs were incurred that were not noticed on June 1 of the prior year, such deficits would be paid by each District under the Cost Sharing Formula by which they originally paid. All such surpluses and deficits shall additionally be reported by each Dish-ict when the projected Shared Costs for the upcoming fiscal year are exchanged on June l, 2026). However, to the extent the Shared Costs ru·e unknown for reasons

outside the District's control (i.e. FEMA funding or reimbursement or pending insurance claims), then the District's will,for those line items, cooperate in good faith on a future True Up to account for unquantifiable expenses as of the January 1 True Up date. The Districts specifically agree and acknowledge that such True Up payments and credits are limited solely to Shared Costs incun-ed or paid during the prior fiscal year except as articulated specifically herein. Any amounts not provided to the other pa11y in the Shared Costs for the prior fiscal year shall be deemed waived. There shall be no look backs permitted under this Agreement without mutual agreement by the Districts.

U11budgeted Expenses. It is contemplated by the Districts that unusual, unbudgeted maintenance or repair events (e.g. extreme weather or bug infestation, etc.) may occur, In such events, the applicable District as provided in this Agreement will perform the extraordinary maintenance or repair of the Facilities and then provjde the other with an invoice for the extraordinary maintenance or repair costs in accordance with the Cost Sharing Formula set forth iu Section 4(a) above no later than the dates provided in Section 4(b).

Inspection of Records; Payment Disputes. Upon request, each District shall make available to the other for review at a reasonable time and place, its books and records with respect to expenses associated with the operation, maintenance, repair and replacement of the Facilities. 1n the event of a dispute between the Districts relating to the reimbursement of these expenses, the District disputing said amounts shall pay the amount requested by the other within the time frames set forth herein. Said disputing Districtshall givewritten notice accoropanying the payment stating it disputes the amount of the payment. Payment in this manner shall not waive the right of the applicable District to dispute the correct amow1t of such required payment.

SECTION 5. LIMITATION ON RECIPROCAL USAGE RIGHTS.	Without the
written consent of the other, Willow Creek nor Willow Creek II shall have the authority to permit, or enter into an agreement with, another entity expanding these reciprocal usage rights for the benefit of persons or entities wbo are not landowners, residents or feepayers (as such is defined in Section 2) of the Districts.
SECTION 6. JOINT MEETING/WORKSHOP. Either District may request a joint public meeting of each District's Boards of Supervisors ("Joint Meeting"). If a Joint Meeting is requested, the meeting shalJ be held with expediency. The Joint Meeting shall be noticed in the same manner as a regular board of supervisors meeting or workshop, to the extent decisions will not be made, and such notice will be published by the requesting District in coordination with the other District's staff. The purpose of this Joint Meeting shall be to evaluate any Facility Policies, areas of dissatisfaction based an staff experience and resident input, or other matters relating to the reciprocal use of the Facilities. Capacity, homs of operation, amenity rules and regulations, and other issues related to reciprocal usage may be considered at such meetings. The Districts agree to engage in good truth to work towards the resolution of any such reciprocal usage matters or areas of dispute.
SECTION 7. DEFAULT; CONFLICT RESOLUTION.

Default; Cure. A default by either of the Districts under this Agreement shall entitle the other District to all remedies available at law or in equity> which may include, but not be limited to, damages, injunctive relief and specific performance. Each of the Parties hereto shall give the other patty written notice of any defaults hereunder and shall allow the defaulting party not less than fourteen (14) days from the date of receipt of such notice to cme monetary defaults and not less than thirty (30) days to cure other defaults.

Meilillfion. In the event the Districts are unable to resolve any issues which are the subject of a Joint Meeting, the Districts, upon mutual agreement, shall submit their dispute to mediation. The Districts agree to cooperate in the selection of a mediator and agree to share equally in mediation expenses. However, each of the Districts shall be responsible for the fees of its counsel. Mediation, if necessary, will be held, to the extent practical and possible, within sixty(60) days of the conclusion of the Joint Meeting.
SECTION 8. IMMUNITY. Nothing in this Interlocal shall be deemed as a waiver of immunity or limits of liability of either District, including their supervisors, officers, staff, agents and employees and independent contractors, beyond any statutory Limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third paity for the purpose of allowing ai1y claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.
SECTION 9. MUTUAL TERMINATION. The Districts shal1 have the option of mutual termination of this Agreement only by entering into a written Termination Agreement which shall be filed with the Clerk of the Circuit Court of Brevard County, Florida. Recognizing that this Interlocal Agreement fulfills development order requirements of each of the District's public infrastructure delivery, ensures compliance with permitting conditions ai1d state and federal law and may be disclosed to the bond holders of either Distrkt, in no event shall the effective date of tem1ination set by such a TerminationAgreement be sooner than the final repayment of any bonds issued by either District to fund any portion of each District's recreational facilities.
SECTION 10.  NO VIOLATION OF DISTRJCT BOND COVENANTS; NO
IMPACT ON PUBLIC FACILITY STATUS. Nothing contained within this Agreement shall operate to violate any of the District's individual or collective bond covenants. Nothing herein shall be construed to affect the status of either District's Facilities as "public" facilities under the terms and conditions established by the Districts. Nothing herein shall give either District the right or ability to amend or revise any operating policy, rule or procedure governing the other District's recreational facilities without coordination and action by the other District nor adopt a rule, policy or procedure that would threaten the tax-exempt status of either District's bonds.
SECTION 11. CONTROLLING LAW; V.EN UE. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. The Districts' chosen venue shall be Brevard County, Florida
SECTION 12. SEVERABILITY. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid�such provision

shall be construed or deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect.

SECTION 13. AMENDMENT. This Agreement shall not be modified or amended except by written agreement of the Districts, which amendment shall be approved by each Districts' Board of Supervisors, duly executed by an authorized representative of the Parties hereto and filed with the Clerk of the Circuit Court of Brevard County, Florida, subject to the provisions herein, including Section 9.

SECTION 14. NOTICE. Each of the Districts shall furnish to the other such notice ("Notice(s)"), as may be required from time to time, pursuant to this Interlocal Agreement, in writing, posted in the U.S. mail or by hand delivery, or by overnight delivery service and addressed as follows:

If to Willow Creek I:

With a copy to:

If to Willow Creek II:

With a copy to:

Willow Creek Community Development District c/o Governmental Management Services - SF, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager
Kilinski IVan Wyk PLLC 517 E. College Avenue Tallahassee, Florida 3230 I Attn: District Counsel
Willow Creek II Community Development District c/o Governmental Management Services- SF. LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager
Kilinski I Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 3230l Attn: District Counsel

Except as otherwise provided in this Ag:reementJ 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. Jf 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 ne}..'1 succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shaJI not be regarded as business days. Any party or other person to whom Notices are to be sent or copied may notify the other Patties and addressees of ai1y 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.

SECTION 15. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts; each which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 16. INTERPRETATION.This Agreement has been fullynegotiated between the Parties as an ann's length transaction and each had the ability to hire the same or individual counsel in representation of drafting of this Agreement. Both Districts fully participated in the preparation of this Agreement. In the case of a dispute concerning the interpretation of any provisions of this Agreement, both Districts are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either District.

SECTION 17. PREVAILING PARTY AND JURY TRIAL. In the event that either District 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 and costs for trial, alternative dispute resolution, or appellate proceedings. Further, the Districts hereby knowingly, irrevocably, voluntarily and intentionally waive any rights to a trial by jury in respect to any action, proceeding or counter claim based on this Agreement or arising out of,,under or in connection with this Agreement o.r any document or instrument executed in connection with this Agreement, or any course of conduct, course of deal, statements (whether verbal or written) or action of any party hereto. This provision is a material inducement for the Districts entering into the subject Agreement.
SECTION 18. FORCE MAJEURE. Each party hereto shall give the other notice promptly of the nature and extent of any event of force majeure claimed to delay or prevent performance under this Agreement, including but not limited to Shared Costs.
SECTION 19. EFFECTIVE DATE. This Agreement and the rights conferred herein shall become effective after execution by each District and upon filing wm1the Clerk of the Circuit Court of Brevard County, Florida, in accordance with the requirements of section 163.01(11), Florida Statutes.
[REMAINDER OF PAGE fNTENTIONALL Y LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this lnter1ocal Agreement as of the_ day of 	2025.

Witness:	WILLOW CREEK COMMUNITY
DEVELOPMENT DISTRICT

Print Name

Witness:

Chairperson, Board of Supervisors

Prim Name

Attest:

Secretary

Witness:	WILLOW CREEK TI COMMUNITY DEVELOPMENT DISTRICT

Print Name	Chairperson, Board of Supervisors

Witness:

Attest: 	_ Secretary

Print Name

Composite Exhibit A:	Facilities

Composite Exhibit A:
Facilities

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PROPOSED UTILITY PLAN

MASTER
ASSESSMENT METHODOLOGY

FOR WILLOW CREEK II
COMMUNITY DEVELOPMENT DISTRICT

January 14, 2025

Prepared by

Governmental Management Services – South Florida, LLC 5385 N Nob Hill Road
Sunrise, FL 33351

Table of Contents
Introduction	3
Purpose	3
Background	3
Special Benefits and General Benefits	4
Requirements of a Valid Assessment Methodology	5
Special Benefits Exceed the Costs Allocated	5
Assessment Methodology	5
Overview	5
Allocation of Debt	6
Allocation of Benefit	6
Lienability Test: Special and Peculiar Benefit to the Property	7
Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments	7
True-Up Mechanism	8
Assessment Roll	8
Appendix	9
Table 1: Development Program	9
Table 2: Infrastructure Cost Estimates	10
Table 3: Bond Sizing	11
Table 4: Allocation of Benefit	12
Table 5: Allocation of Benefit/Total Par Debt to Each Product Type	13
Table 6: Preliminary Assessment Roll	14

GMS-SF, LLC does not represent the Willow Creek II Community Development District as a Municipal Advisor or Securities Broker nor is GMS-SF, LLC registered to provide such services as described in Section 15B of the Securities and Exchange Act of 1934, as amended. Similarly, GMS-SF, LLC does not provide the Willow Creek II Community Development District with financial advisory services or offer investment advice in any form.

Introduction

The Willow Creek II Community Development District is a local unit of special-purpose government organized and existing under Chapter 190, Florida Statutes, as amended (the “District”). The District plans to issue up to $84,780,000 of tax exempt bonds in one or more series (the “Bonds”) for the purpose of financing certain infrastructure improvements within the District, more specifically described in the Engineer’s Report dated January 14, 2025 prepared by Honeycutt & Associates, Inc. (the "District Engineer") as may be amended and supplemented from time to time (the “Engineer’s Report”). The District anticipates the construction of public infrastructure improvements consisting of improvements that benefit property owners within the District.

Purpose

This Master Assessment Methodology (the “Assessment Report”) provides for an assessment methodology for allocating the debt to be incurred by the District to benefiting properties within the District. This Assessment Report allocates the debt to properties based on the special benefits each receives from the District’s capital improvement plan (“CIP”). This Assessment Report will be supplemented with one or more supplemental methodology reports to reflect the actual terms and conditions at the time of the issuance of each series of Bonds. This Assessment Report is designed to conform to the requirements of Chapters 190 and 170, Florida Statutes with respect to special assessments and is consistent with our understanding of case law on this subject.

The District intends to impose non ad valorem special assessments on the benefited lands within the District based on this Assessment Report. It is anticipated that all of the proposed special assessments will be collected through the Uniform Method of Collection described in Chapter 197.3632, Florida Statutes or any other legal means of collection available to the District. It is not the intent of this Assessment Report to address any other assessments, if applicable, that may be levied by the District, a homeowner’s association, or any other unit of government.

Background

The District currently includes approximately 425.15 acres within the City of Titusville, Florida in Brevard County, Florida. The development program currently envisions approximately 976 units (herein the “Development”). The proposed Development program is depicted in Table 1. It is recognized that such land use plan may change, and this Assessment Report will be modified accordingly.

The public improvements contemplated by the District in the CIP will provide facilities that benefit certain property within the District. The CIP is delineated in the Engineer’s Report. Specifically, the District will construct and/or acquire certain stormwater management improvements, onsite and offsite roadways, onsite and offsite utilities (water and wastewater), undergrounding of conduit, landscape, hardscape, irrigation, amenities/parks/recreation, conservation/mitigation, professional fees, and contingency. The acquisition and construction costs are summarized in Table 2.

The assessment methodology is a four-step process.

The District Engineer must first determine the public infrastructure improvements that may be provided by the District and the costs to implement the CIP.
The District Engineer determines the assessable acres that benefit from the District’s CIP.
A calculation is made to determine the funding amounts necessary to acquire and/or construct the CIP.
This amount is initially divided equally among the benefited properties on a prorated gross acreage basis. Ultimately, as land is platted, this amount will be assigned to each of the benefited properties based on the number of platted units.

Special Benefits and General Benefits

Improvements undertaken by the District create special and peculiar benefits to the assessable property, different in kind and degree than general benefits for properties outside its borders as well as general benefits to the public at large.

However, as discussed within this Assessment Report, these general benefits are incidental in nature and are readily distinguishable from the special and peculiar benefits which accrue to the assessable property within the District. The implementation of the CIP enables properties within its boundaries to be developed. Without the District’s CIP, there would be no infrastructure to support development of land within the District. Without these improvements, development of the property within the District would be prohibited by law.

There is no doubt that the general public and property owners outside the District will benefit from the provision of the District’s CIP. However, these benefits will be incidental to the District’s CIP, which is designed solely to meet the needs of property within the District. Properties outside the District boundaries do not depend upon the District’s CIP. The property owners within the District are therefore receiving special benefits not received by those outside the District’s boundaries.

Requirements of a Valid Assessment Methodology

There are two requirements under Florida law for a valid special assessment:

The properties must receive a special benefit from the improvements being paid for.
The assessments must be fairly and reasonably allocated to the properties being assessed.

Florida law provides for a wide application of special assessments that meet these two requirements for valid special assessments.

Special Benefits Exceed the Costs Allocated

The special benefits provided to the property owners within the District are greater than the costs associated with providing these benefits. The District Engineer estimates that the District’s CIP that is necessary to support full development of property will cost approximately $59,787,407. The District’s Underwriter projects that financing costs required to fund the infrastructure improvements, including project costs, the cost of issuance of the Bonds, the funding of debt service reserves and capitalized interest, will be approximately $84,780,000. Additionally, funding required to complete the CIP which is not financed with Bonds will be funded by KB Home Orlando, LLC a related entity or its successor or assign in interest (the “Developer”). Without the CIP, the property would not be able to be developed and occupied by future residents of the community.

2.0	Assessment Methodology

Overview

The District is planning to issue up to $84,780,000 in Bonds, in one or more series to fund the District’s CIP, provide for capitalized interest, a debt service reserve account and cost of issuance. It is the purpose of this Assessment Report to allocate the
$84,780,000 in debt to the properties benefiting from the CIP.

Table 1 identifies the proposed land uses as identified by the Developer of the land within the District. The District has relied on the Engineer’s Report to develop the costs of the CIP needed to support the Development; these construction costs are outlined in Table 2. The improvements needed to support the Development are described in detail in the Engineer’s Report and are estimated to cost
$59,787,407. Based on the estimated costs, the size of the Bond issue under current market conditions needed to generate funds to pay for the CIP and related costs was

determined by the District’s Underwriter to total approximately $84,780,000. Table 3
shows the breakdown of the bond sizing.

Allocation of Debt

Allocation of debt is a continuous process until the development plan is completed. The CIP funded by District Bonds benefits all developable acres within the District.

The initial assessments will be levied on an equal basis to all acres within the District. A fair and reasonable methodology allocates the debt incurred by the District proportionately to the properties receiving the special benefits. At this point all of the lands within the District are benefiting from the improvements.

Once platting, site planning, or the recording of declaration of condominium (“Assigned Properties”) has begun, the assessments will be levied to the Assigned Properties based on the benefits they receive. The Unassigned Properties, defined as property that has not been platted, assigned development rights or subjected to a declaration of condominium, will continue to be assessed on a per acre basis (“Unassigned Properties”). Eventually the development plan will be completed and the debt relating to the Bonds will be allocated to the planned 976 units within the District, which are the beneficiaries of the CIP, as depicted in Table 4 and Table 5. If there are changes to the development plan, a true up of the assessment will be calculated to determine if a debt reduction or true-up payment from the Developer is required. The process is outlined in Section 3.0.

The assignment of debt in this Assessment Report sets forth the process by which debt is apportioned. As mentioned herein, this Assessment Report will be supplemented from time to time.

Allocation of Benefit

The CIP consists of stormwater management improvements, onsite and offsite roadways, onsite and offsite utilities (water and wastewater), undergrounding of conduit, landscape, hardscape, irrigation, amenities/parks/recreation, conservation/mitigation, professional fees, and contingency. There are three product types within the planned Development. The 50 ‘single family home has been set as the base unit and has been assigned one equivalent residential unit (“ERU”), the 40’ single family home has been assigned .80 ERU and the townhome unit has been assigned .55 ERU. Table 4 shows the allocation of benefit to the particular land uses. It is important to note that the benefit derived from the CIP on the particular units exceeds the cost that the units will be paying for such benefits.

Lienability Test: Special and Peculiar Benefit to the Property

Construction and/or acquisition by the District of its proposed CIP will provide several types of systems, facilities, and services for its residents. These include stormwater management improvements, onsite and offsite roadways, onsite and offsite utilities (water and wastewater), undergrounding of conduit, landscape, hardscape, irrigation, amenities/parks/recreation, conservation/mitigation, professional fees, and contingency. These improvements accrue in differing amounts and are somewhat dependent on the type of land use receiving the special benefits peculiar to those properties, which flow from the logical relationship of the improvements to the properties.

Once these determinations are made, they are reviewed in the light of the special benefits peculiar to the property, which flow to the properties as a result of their logical connection from the improvements in fact actually provided.

For the provision of CIP, the special and peculiar benefits are:

the added use of the property,
added enjoyment of the property, and
the probability of increased marketability and value of the property.

These special and peculiar benefits are real and ascertainable but are not yet capable of being calculated as to value with mathematical certainty. However, each is more valuable than either the cost of, or the actual non-ad valorem special assessment levied for the improvement, or the debt as allocated.

Lienability Test: Reasonable and Fair Apportionment of the Duty to Pay Non-Ad Valorem Assessments

A reasonable estimate of the proportion of special and peculiar benefits received from the public improvements described in the Engineer’s Report is delineated in Table 5 (expressed as Allocation of Par Debt per Product Type).

The determination has been made that the duty to pay the non-ad valorem special assessments is fairly and reasonably apportioned because the special and peculiar benefits to the property derived from the acquisition and/or construction of the District’s CIP have been apportioned to the property according to reasonable estimates of the special and peculiar benefits provided consistent with the land use categories.

Accordingly, no acre or parcel of property within the boundaries of the District will have a lien for the payment of any non-ad valorem special assessment more than the determined special benefit peculiar to that property and therefore, the debt allocation will not be increased more than the debt allocation set forth in this Assessment Report.

In accordance with the benefit allocation suggested for the product types in Table 4, a total debt per unit and an annual assessment per unit have been calculated for each product type (Table 5). These amounts represent the preliminary anticipated per unit debt allocation assuming all anticipated units are built and sold as planned, and the entire proposed CIP is developed or acquired and financed by the District.

True Up Mechanism

Although the District does not process plats, declaration of condominiums, site plans or revisions thereto for the Developer, it does have an important role to play during the course of platting and site planning. Whenever a plat, declaration of condominium or site plan is processed, the District must allocate a portion of its debt to the property according to this Assessment Report. In addition, the District must also prevent any buildup of debt on Unassigned Property. Otherwise, the land could be fully conveyed and/or platted without all of the debt being allocated. To preclude this, at the time Unassigned Properties become Assigned Properties, the District will determine the amount of anticipated assessment revenue that remains on the Unassigned Properties, taking into account the proposed plat, or site plan approval. If the total anticipated assessment revenue to be generated from the Assigned and Unassigned Properties is greater than or equal to the maximum annual debt service then no adjustment is required. In the case that the revenue generated is less than the required amount then a debt reduction or true-up payment by the landowner in the amount necessary to reduce the par amount of the outstanding Bonds plus accrued interest to a level that will be supported by the new net annual debt service assessments will be required.

Assessment Roll

The District will initially distribute the liens across the property within the District boundaries on a gross acreage basis. As Assigned Property becomes known with certainty, the District will refine its allocation of debt from a per acre basis to a per unit basis as shown in Table 5. If the land use plan changes, then the District will update Tables 1, 4, 5 and 6 to reflect the changes. As a result, the assessment liens are neither fixed nor are they determinable with certainty on any acre of land in the District prior to the time final Assigned Properties become known. At this time the debt associated with the District’s CIP will be distributed evenly across the acres within the District. As the development process occurs, the debt will be distributed against the Assigned

Property in the manner described in this Assessment Report.	The preliminary assessment roll is depicted in Table 6

TABLE 1	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
DEVELOPMENT PROGRAM PLAN	

Land Use	No. of Units *	ERUs per Unit	Total ERUs	

50' SFH	395	1.00	395.00	
40' SFH	455	0.80	364.00	
Townhomes	126	0.55	69.30	

Total Residential Units	976	

828.30

* Unit mix is subject to change based on marketing and other factors.

TABLE 2	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
INFRASTRUCTURE COST ESTIMATES	

IMPROVEMENT	COST ESTIMATE

Village Specific	
Roadways including conduit	$12,910,000	
Stormwater Management	$9,059,000	
Water/Sewer/Reuse Utilities	$12,889,000	
Hardscape, Landscape, Irrigation	$915,000	
Environmental Conservation/Mitigation	$1,518,000	
Recreational Amenities	$7,100,000	
Professional Services	$2,219,551	
Contingency	$6,991,582	
Subtotal Total	$	53,602,133	

Offsite	
Roadway Improvements	$4,180,092.00	
Utility Improvements	$800,000.00	
Professional Services	$398,407.00	
Contingency	$806,775.00	
Subtotal Total	$	6,185,274	
Total	$	59,787,407

Information provided by MBS Capital

TABLE 3	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
BOND SIZING	

Construction Funds	
Debt Service Reserve	
Capitalized Interest	
Cost of Issuance	

$	59,787,407	
$	6,764,625	
$	14,836,500	
$	3,391,200	

Rounding	$	268
Par Amount	$	84,780,000

Bond Assumptions:	
Average Coupon	7.00%	
Amortization (years)	30	
Capitalized Interest through	11/1/27	
Debt Service Reserve	Maximum Annual	

Information provided by MBS Capital Markets, LLC

TABLE 4	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
ALLOCATION OF CONSTRUCTION COSTS	

Product Type	

No. of Units*	

ERU factor	

Total ERUs	

Percentage of Total ERU's	Total Improvements Costs Per Product
Type	

Improvement Costs per Unit	

50' SFH	395	1.00	395.00	47.69%	$	28,511,440	$	72,181	
40' SFH	455	0.80	364.00	43.95%	$	26,273,833	$	57,745	
Townhomes	126	0.55	69.30	8.37%	$	5,002,134	$	39,699	

TOTALS	976	

828.30	100.00%	$	59,787,407	

* Unit mix is subject to change based on marketing and other factors.

TABLE 5	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
ALLOCATION OF TOTAL PAR DEBT	

Product Type	

No. of Units*	
Total Cost Allocation per Product Type	Total Allocation of Par Debt per Product
Type	

Total Par Debt per Unit	

Maximum Annual Debt Service	
Annual Debt Assessment per Unit**	

50' SFH	395	$	28,511,440	$	40,429,917	$	102,354	$	3,225,917	$	8,166.88	
40' SFH	455	$	26,273,833	$	37,256,936	$	81,883	$	2,972,744	$	6,533.50	
Townhomes	126	$	5,002,134	$	7,093,147	$	56,295	$	565,965	$	4,491.78	

TOTALS	976	$	59,787,407	$	84,780,000	

$	6,764,625

* Unit mix is subject to change based on marketing and other factors.	
** This amount will be grossed up 6% to cover early payment discounts and Brevard County collection fees when collected of the Brevard County tax bill.	

TABLE 6	
WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
PRELIMINARY ASSESSMENT ROLL	

Property Description	Acres	

Total Par Debt Allocation Per Parcel	
Annual Debt Assessment Allocation Per Parcel(1)	

See attached legal	425.15	$	84,780,000	$  6,764,625.00	
Totals	425.15	$	84,780,000	$  6,764,625.00	

	Bonds	
Annual Assessment Periods Projected Bond Rate (%)
Maximum Annual Debt Service	30	
	7.00%	
	$6,764,625	

(1) This amount will be grossed up 6% to cover collection fees and early payment discounts when collected on the Brevard County Tax Bill.

LEGAL DESCRIPTION:

WILLOW CREEK CDD II:
A PARCEL OF LAND BEING PORTIONS OF LOTS 184, 185, 192, 193, 200, 201, AND 208 AS SHOWN ON THE PLAT OF COCOA-INDIAN RIVER PROPERTIES AS RECORDED IN PLAT BOOK 5, PAGE 7 OF THE PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA.

TOGETHER WITH:
A PORTION OF THE NORTH 3/4 OF SECTION 9, TOWNSHIP 23 SOUTH, RANGE 35 EAST, BREVARD COUNTY, FLORIDA LYING EAST OF THE EASTERLY RIGHT OF WAY LINE INTERSTATE 95 AND STATE ROAD NO.407.

ALSO TOGETHER WITH:
A PORTION OF THE SOUTH 1/2 OF SECTION 4, TOWNSHIP 23 SOUTH, RANGE 35 EAST LYING EAST OF THE EASTERLY RIGHT OF WAY LINE OF STATE ROAD NO.407.

ALL OF THE ABOVE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHEAST CORNER OF SECTION 10, TOWNSHIP 23 SOUTH, RANGE 35 EAST, BREVARD COUNTY, FLORIDA, THENCE N.00°11’12”E., ALONG THE EAST LINE OF SAID SECTION 10, A DISTANCE OF 1327.76 FEET TO THE NORTHEAST CORNER OF THE SOUTH 1/4 OF SAID SECTION 10; THENCE CONTINUE N.00°11’12”E., ALONG SAID EAST LINE OF SECTION 10, A DISTANCE OF 101.45 FEET; THENCE S.89°22’09”W., 316.46 FEET TO A POINT LYING ON THE WESTERLY RIGHT OF WAY LINE OF GRISSOM PARKWAY AS DESCRIBED IN OFFICIAL RECORDS BOOK 2721, PAGE 910 OF THE PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA; THENCE CONTINUE S.89°22’09”W., 4330.71 FEET TO THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREIN DESCRIBED; THENCE CONTINUE S.89°22’09”W., 4470.31 FEET TO A POINT LYING ON THE EASTERLY RIGHT OF WAY LINE OF INTERSTATE 95; THENCE ALONG THE RIGHT OF WAY LINES OF INTERSTATE 95 AND STATE ROAD NO.407, THE FOLLOWING SEVEN COURSES AND DISTANCES; THENCE N.35°26’31”W., 1079.54 FEET; THENCE N.31°25’51”W., 461.53 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 1819.86 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 28°53’59”, 917.93 FEET TO THE POINT OF TANGENCY; THENCE N.02°31’52”W., 1179.02 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 1342.40 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 32°21’46”, 758.24 FEET TO THE POINT OF TANGENCY; THENCE N.29°49’54”E., 198.99 FEET; THENCE N.30°59’13”E., 268.32 FEET; THENCE DEPARTING SAID RIGHT OF WAY LINE OF INTERSTATE 95 ON A BEARING OF N.89°52’19”E., 3122.20 FEET TO THE MOST NORTHWESTERLY CORNER OF VERONA – VILLAGE “B”, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 73, PAGES 29 THROUGH 36 OF THE PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA; THENCE RUN ALONG THE WESTERLY LINE OF THE AFORESAID PLAT OF VERONA – VILLAGE “B”, THE FOLLOWING TWO (2) COURSES AND DISTANCES: THENCE S. 00°07’38”E., 533.14 FEET; THENCE S.15°34’01”E., 105.25 FEET; THENCE S.76°55’42”W., 17.53 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF “WILLOW CREEK BOULEVARD” (A 90.00 FOOT WIDE PUBLIC RIGHT OF WAY) AS SHOWN ON THE AFORESAID PLAT OF VERONA – VILLAGE “B”; SAID POINT BEING ON A NON-TANGENT CIRCULAR CURVE, CONCAVE WESTERLY HAVING A RADIUS OF 1210.50 FEET; THENCE RUN SOUTHERLY, ALONG THE ARC OF SAID CURVE AND ALONG SAID PUBLIC RIGHT OF WAY LINE, THROUGH A CENTRAL ANGLE OF 32°16’15”, 681.79 FEET TO THE POINT OF REVERSE CURVATURE OF A CIRCULAR CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF 957.08 FEET; THENCE SOUTHERLY, ALONG THE ARC OF SAID CURVE AND ALONG SAID RIGHT OF WAY LINE, THROUGH A CENTRAL ANGLE OF 18°10’53”, 303.71 FEET TO THE POINT OF TANGENCY; THENCE S.02°29’18”E., 162.53 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 459.29 FEET; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE AND ALONG SAID RIGHT OF WAY LINE, THROUGH A CENTRAL ANGLE OF 71°22’59”, 572.21 FEET TO THE POINT OF TANGENCY; THENCE

S.73°49’59”E., 207.65 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 1879.88 FEET; THENCE EASTERLY, ALONG THE ARC OF SAID CURVE AND ALONG SAID RIGHT OF WAY LINE, THROUGH A CENTRAL ANGLE OF 28°09’01”,
923.61 FEET TO A POINT ON THE WEST LINE OF VERONA-VILLAGE “D”, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 71, PAGES 18 THROUGH 24 OF THE AFORESAID PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA; THENCE RUN N.08°34’09”W., ALONG SAID WEST LINE, A DISTANCE OF 6.94 FEET TO THE NORTHWEST CORNER OF SAID PLAT OF VERONA-VILLAGE “D”; SAID POINT BEING ON A NON-TANGENT CIRCULAR CURVE, CONCAVE NORTHERLY AND HAVING A RADIUS OF 805.00 FEET; THENCE NORTHEASTERLY, ALONG THE ARC OF SAID CURVE AND ALONG THE NORTH LINE OF SAID PLAT OF VERONA-VILLAGE “D”, THROUGH A CENTRAL ANGLE OF 05°26’28”, 76.45 FEET TO THE POINT OF REVERSE CURVATURE OF A CIRCULAR CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 795.00 FEET; THENCE NORTHEASTERLY, ALONG THE ARC OF SAID CURVE AND ALONG THE NORTH LINE OF SAID PLAT OF VERONA-VILLAGE “D”, THROUGH A CENTRAL ANGLE OF 05°57’04”, 82.57 FEET TO THE WEST CORNER OF TRACT REC-2, AS SHOWN ON SAID PLAT OF VERONA-VILLAGE “D”; THENCE DEPARTING SAID NORTH LINE, RUN S.09°28’11”E.,
95.03 FEET TO THE NORTHEAST CORNER OF TRACT REC-1, AS SHOWN ON SAID PLAT OF VERONA- VILLAGE “D”; THENCE RUN ALONG THE BOUNDARY OF SAID TRACT REC-1 THE FOLLOWING THIRTY-SEVEN (37) COURSES AND DISTANCES: THENCE S.13°00’01”E., 66.81 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 70.00 FEET; THENCE SOUTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 44°32’33”, 54.42 FEET TO THE POINT OF TANGENCY; THENCE S.57°32’34”E., 11.11 FEET; THENCE S.81°34’25”E., 11.77 FEET; THENCE N.74°26’37”E., 14.74 FEET; THENCE N.63°33’32”E., 48.72 FEET; THENCE N.80°02’14”E., 48.82 FEET; THENCE N.27°54’32”E., 18.00 FEET; THENCE S.66°31’54”E., 30.55 FEET; THENCE N.75°46’30”E., 28.29 FEET; THENCE S.86°37’24”E., 15.33 FEET; THENCE S.74°09’46”E.,
12.79 FEET; THENCE S.48°16’14”E., 17.65 FEET; THENCE S.35°45’28”E., 12.66 FEET; THENCE S.15°02’04”E.,
23.54 FEET; THENCE S.65°38’01”E., 25.44 FEET; THENCE S.70°56’30”E., 21.68 FEET TO A POINT ON A NON-TANGENT CIRCULAR CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 646.77 FEET AND TO WHICH POINT A RADIAL LINE BEARS N.18°15’43”E.; THENCE SOUTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 22°32’03”, 254.37 FEET TO A POINT OF TANGENCY; THENCE ON A RADIAL LINE OF S.40°47’46”W., 120.00 FEET TO A POINT LYING ON THE EASTERLY RIGHT OF WAY LINE OF PECORINO COURT AS SHOWN ON SAID PLAT OF VERONA-VILLAGE “D” AND ARC OF A CIRCULAR CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 526.78 FEET; THENCE NORTHWESTERLY, ALONG SAID RIGHT OF WAY LINE AND ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 02°15’51”, 20.82 FEET TO A POINT OF COMPOUND CURVATURE OF A CIRCULAR CURVE, CONCAVE EASTERLY AND HAVING A RADIUS OF
61.00 FEET; THENCE SOUTHWESTERLY TO NORTHEASTERLY ALONG SAID RIGHT OF WAY LINE AND ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 254°11’29”, 270.62 FEET TO THE POINT OF CUSP AND TO WHICH POINT A RADIAL LINE BEARS S.35°56’53”E.; THENCE DEPARTING SAID RIGHT OF WAY LINE, RUN S.52°19’17”W., 72.35 FEET; THENCE N.38°11’57”W., 11.02 FEET TO A POINT ON A NON-TANGENT CIRCULAR CURVE, CONCAVE EASTERLY, AND HAVING A RADIUS OF 89.50 FEET AND TO WHICH POINT A RADIAL LINE BEARS S.18°23’35”W., THENCE NORTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 55°38’31”,
86.92 FEET; THENCE N.80°35’10”W., 132.57 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 68.50 FEET; THENCE NORTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 16°49’57”,
20.12 FEET TO THE POINT OF TANGENCY; THENCE N.63°45’13”W., 134.69 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF
145.00 FEET; THENCE NORTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 47°12’22”, 119.47 FEET TO THE POINT OF TANGENCY; THENCE N.16°32’51”W., 23.24 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 20.00 FEET; THENCE NORTHEASTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 89°54’40”, 31.38 FEET; THENCE N.12°55’16”W., 31.71 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE WESTERLY AND HAVING A RADIUS OF 81.00 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 12°12’05”, 17.25 FEET TO THE POINT OF TANGENCY; THENCE N.25°07’21”W., 50.53 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF

81.00 FEET; THENCE NORTHWESTERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 20°54’15”, 29.55 FEET TO THE POINT OF TANGENCY; THENCE N.46°01’36”W., 11.58 FEET TO THE POINT OF CURVATURE OF A CIRCULAR CURVE, CONCAVE NORTHEASTERLY AND HAVING A RADIUS 49.00 FEET; THENCE NORTHERLY, ALONG THE ARC OF SAID CURVE, THROUGH A CENTRAL ANGLE OF 29°46’08”, 25.46 FEET TO THE POINT OF TANGENCY; THENCE N.16°00’44”W., 7.75 FEET TO THE SOUTHEAST CORNER OF TRACT L-7 AS SHOWN ON SAID PLAT OF VERONA-VILLAGE “D”; THENCE S.76°27’51”E., 78.17 FEET TO THE SOUTHWEST CORNER OF SAID TRACT L-7, SAID POINT BEING ON THE WEST LINE OF SAID PLAT OF VERONA-VILLAGE “D”; THENCE RUN ALONG THE WESTERLY LINE OF AFORESAID PLAT OF VERONA-VILLAGE “D”, THE FOLLOWING SEVEN (7) COURSES AND DISTANCES: THENCE RUN S.08°34’09”E., 201.72 FEET; THENCE S.07°57’44E., 319.64 FEET; THENCE S.27°28’40”E., 417.26 FEET; THENCE S.36°41’30”E., 257.82 FEET; THENCE S.34°33’08”E., 308.78 FEET; THENCE S.10°27’19”E., 458.41 FEET; THENCE S.02°55’36”W., 222.15 FEET TO THE POINT OF BEGINNING, CONTAINING 425.15 ACRES.

RESOLUTION 2025-29

A RESOLUTION OF THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT DECLARING SPECIAL ASSESSMENTS; DESIGNATING THE NATURE AND LOCATION OF THE PROPOSED IMPROVEMENTS; DECLARING THE TOTAL ESTIMATED COST OF THE IMPROVEMENTS, THE PORTION TO BE PAID BY ASSESSMENTS, AND THE MANNER AND TIMING IN WHICH THE ASSESSMENTS ARE TO BE PAID; DESIGNATING THE LANDS UPON WHICH THE ASSESSMENTS SHALL BE LEVIED; PROVIDING FOR AN ASSESSMENT PLAT AND A PRELIMINARY ASSESSMENT ROLL; ADDRESSING THE SETTING OF PUBLIC HEARINGS; PROVIDING FOR PUBLICATION OF THIS RESOLUTION; AND ADDRESSING CONFLICTS, SEVERABILITY AND AN EFFECTIVE DATE.
Whereas, the Willow Creek II Community Development District (the “District”) was established by Ordinance No. 47-2024 as adopted by the City Council of the City of Titusville, Florida, effective
	, and is a local unit of special-purpose government organized and existing under and pursuant to Chapter 190, Florida Statutes, as amended, located entirely within the City of Titusville, Florida; and

Whereas, the District is authorized by Chapter 190, Florida Statutes, to finance, fund, plan, establish, acquire, install, equip, operate, extend, or construct certain improvements, including but not limited to: transportation facilities, utility facilities, recreational facilities, and other infrastructure projects, and services necessitated by the development of, and serving lands within, the District; and

WHEREAS, the Board of Supervisors (the “Board”) of the District hereby determines to undertake, install, plan, establish, construct or reconstruct, enlarge or extend, equip, acquire, operate, and/or maintain the infrastructure improvements described in the District’s Willow Creek II Community Development District Master Engineer’s Report, dated January 14, 2025, attached hereto as Exhibit A and incorporated herein by reference (the “CIP” and the improvements described therein, the “Improvements”); and
Whereas, it is in the best interest of the District to pay all or a portion of the cost of the Improvements by special assessments levied on benefitted lands within the District pursuant to Chapters 170, 190 and 197, Florida Statutes (the “Assessments”); and

Whereas, the District is empowered by Chapters 170, 190, and 197, Florida Statutes, 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, this Resolution shall serve as the “resolution required to declare special assessments” contemplated by Section 170.03, Florida Statutes, for the assessment lien(s) levied against the property as described in Exhibits A and B that secure the Assessments.

WHEREAS, as set forth in the Master Assessment Methodology for Willow Creek II Community Development District, dated January 14, 2025, attached hereto as Exhibit B and incorporated herein by reference (the “Assessment Report”), and on file at Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (“District Records Office”), the District hereby finds and determines that:
benefits from the Improvements will accrue to the property improved,

the amount of those benefits will exceed the amount of the Assessments, and
the Assessments are fairly and reasonably allocated.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF THE WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
Section 1.	Authority for this Resolution; Incorporation of Recitals.	This
Resolution is adopted pursuant to the provisions of Florida law, including without limitation Chapters 170, 190, and 197, Florida Statutes. The recitals stated above are incorporated herein and are adopted by the Board as true and correct statements.
SECTION 2. DECLARATION OF ASSESSMENTS. The Board hereby declares that it has determined to undertake all or a portion of the Improvements and to defray all or a portion of the cost thereof by the Assessments and is as set forth in the Assessment Report attached as Exhibit B.

Section 3.	Designating the Nature and Location of Improvements. The nature
and general location of, and plans and specifications for, the Improvements are described in Exhibit A and as set forth in the CIP, which is on file at the District Records Office. Exhibit B is also on file and available for public inspection at the same location.
Section 4. Declaring the Total Estimated Cost of the Improvements, the Portion to be Paid by Assessments, and the Manner and Timing in which the Assessments are to be Paid.

The total estimated construction cost of the Improvements is $53,602,133.00 (“Estimated Cost”).
The Assessments will defray approximately $	, which is the anticipated maximum par value of any bonds and which includes all or a portion of the Estimated Cost, as well as other financing-related costs, capitalized interest, and a debt service reserve as set forth in Exhibit B.

The manner in which the Assessments shall be apportioned and paid is set forth in the Assessment Report attached as Exhibit B, as may be modified by supplemental assessment resolutions. Commencing with the years in which the Assessments are certified for collection, the Assessments shall each 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, including but not limited to by direct bill. The decision to collect Assessments by any particular method – e.g., on the tax roll or by direct bill – does not mean that such method will be used to collect Assessments in future years, and the District reserves the right in its sole discretion to select collection methods in any given year, regardless of past practices.

Section 5.	Designating the Lands upon which the Assessments Shall be Levied.
The Assessments shall be levied, within the District, on all lots and lands adjoining and contiguous or bounding and abutting upon such Improvements or specially benefitted thereby and further designated by the assessment plat hereinafter provided for.

Section 6.  Assessment Plat. Pursuant to Section 170.04, Florida Statutes, there is on file, at the District Records Office, an assessment plat showing the area to be assessed, with certain plans and specifications describing the Improvements and the estimated cost of the Improvements, all of which are open to inspection by the public.

SECTION 7.  PRELIMINARY ASSESSMENT ROLL. Pursuant to Section 170.06, Florida Statutes, 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 assessed, the amount of benefit to and the maximum assessment 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.

Section 8.	Public Hearings Declared; Direction to Provide Notice of the
Hearings. Pursuant to Sections 170.07 and 197.3632(4)(b), Florida Statutes, among other provisions of Florida law, there are hereby declared two (2) public hearings to be held as follows:

NOTICE OF PUBLIC HEARINGS	
DATE:		March 11, 2025	
TIME:		
	
LOCATION:		Fairfield Inn & Suites-Titusville Kennedy Space Center
4735 Helen Hauser Boulevard Titusville, Florida 32780.	

The purpose of the public hearings is to hear comment and objections to the proposed special assessment program for District Improvements as identified in the CIP and the preliminary assessment roll, a copy of which is on file at the District Records Office. Interested parties may appear at that hearing or submit their comments in writing prior to the hearings at the District Records Office.
Notice of said hearings shall be advertised in accordance with Chapters 170 and 197, Florida Statutes, and the District Manager is hereby authorized and directed to place said notice in a newspaper of paid general circulation within Brevard County (by two (2) publications one (1) 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 the 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.
Section 9.  Publication of Resolution. Pursuant to Section 170.05, Florida Statutes, 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 paid general circulation within Brevard County and to provide such other notice as may be required by law or desired in the best interests of the District.
Section 10.  Conflicts. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, superseded and repealed.

Section 11. Severability. If any section or part of a section of this Resolution is declared invalid or unconstitutional, the validity, force, and effect of any other section or part of a section of this Resolution shall not thereby be affected or impaired unless it clearly appears that such other section or part

of a section of this Resolution is wholly or necessarily dependent upon the section or part of a section so held to be invalid or unconstitutional.
Section 12.	Effective Date. This Resolution shall become effective upon its adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

Exhibit A:	Willow Creek II Community Development District Master Engineer’s Report, dated January 14, 2025
Exhibit B:	Master Assessment Methodology for Willow Creek II Community Development District,
dated January 14, 2025

Exhibit A:
Willow Creek II Community Development District Master Engineer’s Report

Exhibit B:
Master Assessment Methodology for Willow Creek II Community Development District

BOND FINANCING TEAM FUNDING AGREEMENT

This Bond Financing Team Funding Agreement (“Agreement”) is made and entered into this 14th day of January 2025, by and between:
Willow Creek II Community Development District, a local unit of special- purpose government established pursuant to Chapter 190, Florida Statutes, and located in the City of Titusville, Florida, whose mailing address is c/o Governmental Management Services-South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (the “District”), and
KB Home Orlando LLC, a Delaware limited liability company, and the developer of lands within the boundaries of the District, whose mailing address is 9102 Southpark Center Loop, Suite 100, Orlando, Florida 32819, and its successors and assigns (“Developer” and together with the District, “Parties”).

RECITALS
Whereas, the District was established by Ordinance No. 47-2024, adopted by the City Council of the City of Titusville, Florida, effective as of 	, 2024, for the purpose of planning, financing, constructing, operating, and/or maintaining certain infrastructure; and

Whereas, the District presently expects to access the public bond market to provide for the financing of certain capital improvements, facilities, and services to benefit the lands within the District; and

Whereas, the District and the Developer desire to enter into this Agreement to provide funds to enable the District to commence its financing program.
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:

Section 1.  Incorporation of Recitals. The recitals so stated are true and correct and by this reference are incorporated into and form a material part of this Agreement.
Section 2.  Provision of Funds. The Developer agrees to make available to the District such monies as are necessary to proceed with the issuance of bonds or other indebtedness to fund the District’s improvements, facilities, and services.

The 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. The District agrees to authorize District staff, including the District Engineer, District Manager, and District Counsel to proceed with the work contemplated by this Agreement, and to retain a Bond Counsel and Financial Advisor and other professional assistance as may be necessary to proceed with the work contemplated by this Agreement.
The Parties agree that all fees, costs, or other expenses incurred by the District for the services of the District’s Engineer, Counsel, Financial Advisor, or other professionals, for the work contemplated by this Agreement shall be paid solely from the funds provided by the 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 the 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 the 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 the Developer. The District agrees to provide to the 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.
The Developer agrees to provide funds within fifteen (15) days of receipt of written notification from the District Manager of the need for such funds.
In the event that the Developer fails to provide any such funds pursuant to this Agreement, the Parties agree the work may be halted until such time as sufficient funds are provided by the Developer to ensure payment of the costs, fees, or expenses which may be incurred in the performance of such work.

Section 3. Termination. The Parties agree that the Developer may terminate this Agreement without cause by providing ten (10) days’ written notice of termination to the District. Any such termination by the Developer is contingent upon the Developer’s provision of sufficient funds to cover any and all fees, costs, or expenses incurred by the District in connection with the work to be performed under this Agreement as of the date by when notice of termination is received. The Parties agree that the District may terminate this Agreement due to a failure of the Developer to provide funds in accordance with Section 1 of this Agreement, by providing ten (10) days’ written notice of termination to the Developer; provided, however, that the Developer shall be provided a reasonable opportunity to cure any such failure.

Section 4. Capitalization. The Parties agree that all funds provided by the Developer pursuant to this Agreement may be reimbursable from proceeds of District financing for capital improvements, and that within forty-five (45) days of receipt of the proceeds by the District of bonds or notes for the District’s capital projects, the District shall reimburse the Developer in full, exclusive of interest, for these advances; provided, however, that in the event Bond Counsel determines that any such monies are not properly reimbursable, such funds shall be deemed paid in lieu of taxes or assessments. In the event that District bonds are not issued within five (5) years of the date of this Agreement, all funds provided by the Developer pursuant to this Agreement shall be deemed paid in lieu of taxes or assessments.
SECTION 5.  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.

Section 6.  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, and expert witness fees and costs for trial, alternative dispute resolution, or appellate proceedings.

Section 7.  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 8. 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.

Section 9.  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.

SECTION 10. 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, electronic mail with read receipt, or overnight delivery service, to the Parties, as follows:

If to the District:	Willow Creek II Community Development District
c/o Governmental Management Services-South Florida,
LLC
5385 N. Nob Hill Road Sunrise, Florida 33351 Attn: District Manager
E-mail: AHPhilippi@gmssf.com

With a copy to:	Kilinski | Van Wyk PLLC
517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
E-mail: jennifer@cddlawyers.com

If to the Developer:	KB Home Orlando LLC
9102 Southpark Center Loop, Suite 100
Orlando, Florida 32819 Attn: James Makransky
E-mail: jwmakransy@kbhome.com

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.

Section 11. 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 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.

Section 12.  Assignment. Neither Party may assign this Agreement or any monies to become due hereunder without the prior written approval of the other Party.
Section 13.  Controlling Law; Venue. This Agreement and the provisions contained in this Agreement shall be construed, interpreted, and controlled according to the laws of the State of Florida. Each party consents to and agrees 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 Brevard County, Florida

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original; however, all such counterparts together shall constitute, but 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 15. 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.

SECTION 16.  PUBLIC RECORDS. The Developer understands and agrees that all documents of any kind provided to the District in connection with this Agreement may be public records, and, accordingly, the Developer agrees to comply with all applicable provisions of Florida law in handling such records, including, but not limited, to Section 119.0701, Florida Statutes. Among other requirements and to the extent applicable by law, the Developer 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 this Agreement term and following this Agreement term if the Developer does not transfer the records to the Public Records Custodian of the District; and 4) upon completion of this Agreement, transfer to the District, at no cost, all public records in the Developer’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 the Developer, the Developer 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. The Developer acknowledges that the designated Public Records Custodian for the District is Governmental Management Services-South Florida, LLC.

IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (954) 721-8681 RECORDS@GMSSF.COM, OR 5385 N. NOB HILL ROAD, SUNRISE, FLORIDA 33351.
In witness whereof, the Parties execute this Agreement the day and year first written above.

KB HOME ORLANDO LLC	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

By: 		 Chairperson / Vice Chairperson, Its: 		Board of Supervisors

RESOLUTION NO. 2025-30
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $84,780,000 WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT CAPITAL IMPROVEMENT REVENUE BONDS, 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 Willow Creek II Community Development District (the "Board" and the "District" respectively) has determined to proceed at this time with the validation of not to exceed $84,780,000 in principal amount of Willow Creek II Community Development District Capital Improvement Revenue Bonds 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 190, Florida Statutes, 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

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 $84,780,000, 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 Titusville, Florida, Brevard 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

and set forth in the Supplemental Indentures relating to Series of Bonds which may be issued by the District.
Commencement of Validation Proceedings. Kilinski ǀ Van Wyk PLLC, the District's General Counsel, is hereby authorized to file a complaint in the Circuit Court in and for Brevard 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.
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.

Effective Date. This Resolution shall take effect immediately upon its adoption.
PASSED in Public Session of the Board of Supervisors of Willow Creek II Community Development District, this 14th day of January, 2025.

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT
Attest:

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

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

EXHIBIT A

DESCRIPTION OF CAPITAL IMPROVEMENT PROGRAM

(attached hereto)

EXHIBIT B

FORM OF MASTER TRUST INDENTURE

(attached hereto)

MASTER TRUST INDENTURE

BETWEEN

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

AND

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

Dated as of [Dated Date]

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	18
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	25
ARTICLE IV
ACQUISITION AND CONSTRUCTION FUND
Section 401. Acquisition and Construction Fund	25
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	29
Section 504. Revenue Fund	31
Section 505. Debt Service Fund	31
Section 506. Optional Redemption	33
Section 507. Rebate Fund	36

Section 508. Investment of Funds and Accounts	36
Section 509.  Deficiencies and Surpluses in Funds and Accounts	38
Section 510. Investment Income	38
Section 511. Cancellation of Bonds	39
ARTICLE VI CONCERNING THE TRUSTEE
Section 601. Acceptance of Trust	39
Section 602. No Responsibility for Recitals	39
Section 603. Trustee May Act Through Agents; Answerable Only for
Willful Misconduct or Gross Negligence	39
Section 604. Compensation and Indemnity	40
Section 605. No Duty to Renew Insurance	40
Section 606. Notice of Default; Right to Investigate	40
Section 607. Obligation to Act on Default	41
Section 608. Reliance by Trustee	41
Section 609. Trustee May Deal in Bonds	41
Section 610. Construction of Ambiguous Provision	41
Section 611. Resignation of Trustee	41
Section 612. Removal of Trustee	42
Section 613. Appointment of Successor Trustee	42
Section 614. Qualification of Successor Trustee	43
Section 615. Instruments of Succession	43
Section 616. Merger of Trustee	43
Section 617. Resignation of Paying Agent or Bond Registrar	44
Section 618. Removal of Paying Agent or Bond Registrar	44
Section 619. Appointment of Successor Paying Agent or Bond Registrar	44
Section 620.  Qualifications of Successor Paying Agent or Bond Registrar	45
Section 621. Acceptance of Duties by Successor Paying Agent or Bond Registrar	45
Section 622. Successor by Merger or Consolidation	45
Section 623. Brokerage Statements	45
Section 624. Patriot Act Requirements of the Trustee	45
ARTICLE VII
FUNDS CONSTITUTE TRUST FUNDS
Section 701. Trust Funds	46
ARTICLE VIII
COVENANTS AND AGREEMENTS OF THE DISTRICT
Section 801. Payment of Bonds	47
Section 802. Extension of Payment of Bonds	47
Section 803. Further Assurance	47
Section 804. Power to Issue Bonds and Create a Lien	47

Section 805. Power to Undertake Series Projects and to Collect
Pledged Revenues	47
Section 806. Sale of Series Projects	48
Section 807. Completion and Maintenance of Series Projects	48
Section 808. Accounts and Reports	49
Section 809. Arbitrage and Other Tax Covenants	49
Section 810. Enforcement of Payment of Assessments	50
Section 811. Method of Collection of Assessments and Benefit Special Assessments	50
Section 812. Delinquent Assessments	50
Section 813. Deposit of Proceeds from Sale of Tax Certificates	50
Section 814. Sale of Tax Deed or Foreclosure of Assessment or Benefit Special Assessment Lien	51
Section 815. Other Obligations Payable from Assessments or Benefit
Special Assessments	51
Section 816. Re-Assessments	52
Section 817. General	52
Section 818. Continuing Disclosure	52
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES
Section 901.  Extension of Interest Payment	53
Section 902. Events of Default	53
Section 903. Acceleration of Maturities of Bonds of a Series Under
Certain Circumstances	55
Section 904. Enforcement of Remedies	55
Section 905. Pro Rata Application of Funds Among Owners of a Series of
Bonds	57
Section 906. Effect of Discontinuance of Proceedings	58
Section 907. Restriction on Individual Owner Actions	59
Section 908. No Remedy Exclusive	59
Section 909. Delay Not a Waiver	59
Section 910. Right to Enforce Payment of Bonds	59
Section 911. No Cross Default Among Series	59
Section 912. Indemnification	59
Section 913. Provisions Relating to Bankruptcy or Insolvency of
Landowner	60
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	62
Section 1002. Deposit of Bonds	62
iii

ARTICLE XI SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Without Owner Consent	63
Section 1102. Supplemental Indentures With Owner Consent	63
Section 1103. Opinion of Bond Counsel With Respect to Supplemental Indenture	65
Section 1104. Supplemental Indenture Part of Indenture	65
Section 1105. Insurer or Issuer of a Credit Facility or Liquidity Facility
as Owner of Bonds	66
ARTICLE XII DEFEASANCE
Section 1201. Defeasance and Discharge of the Lien of this Master
Indenture and Supplemental Indentures	67
Section 1202. Moneys Held in Trust	71
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenant	71
Section 1302. Manner of Giving Notice to the District and the Trustee	71
Section 1303. Manner of Giving Notice to the Owners	72
Section 1304. Successorship of District Officers	72
Section 1305. Inconsistent Provisions	72
Section 1306. Further Acts; Counterparts	72
Section 1307. Headings Not Part of Indenture	73
Section 1308. Effect of Partial Invalidity	73
Section 1309. Attorneys' Fees	73
Section 1310. Effective Date	74
Exhibit A – Form of Requisition

MASTER TRUST INDENTURE
THIS MASTER TRUST INDENTURE is dated as of [Dated Date], between
WILLOW CREEK II COMMUNITY DEVELOPMENT 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 community development district duly organized and existing under the provisions of Chapter 190, Florida Statutes (the "Act"), for the purpose, among other things, of financing and managing the acquisition, construction, installation, maintenance, and operation of the major infrastructure within and without the boundaries of the District; 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, by virtue of Section 190.022 of the Act, to levy and collect special assessments therefor as provided in Chapter 170, Florida Statutes, and to levy and collect user charges and fees therefor as provided in Section 190.011 of the Act; and
WHEREAS, additionally, the District has the power and authority under the Act to levy and collect Benefit Special Assessments (hereinafter defined) and 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 the District; 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 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 190, Florida Statutes, 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 Section 190.022 of 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. For purposes hereof, "Assessments" shall not include Operation and Maintenance Assessments.
"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.
"Benefit Special Assessments" shall mean benefit special assessments levied and collected in accordance with Section 190.021(2) of the Act, together with any and all amounts received by the District from the sale of tax certificates or otherwise from the collection of Benefit Special Assessments which are not paid in full when due 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.
"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, Benefit Special 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 Willow Creek II Community Development District, a community development 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 190.021(3) of the Act, for the maintenance of District facilities or the operations of the District and "special assessments" levied and collected by the District under Section 190.022 of the Act for maintenance purposes.
"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 Benefit Special 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 Brevard 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, Benefit Special 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 Brevard 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 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 applicable Supplemental Indenture (assuming due authorization, execution and delivery by any parties thereto other than the District) 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, if applicable, 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.
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 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;
amounts received from impact fee credits and/or utility connection fee credits related to the Series Project; 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 A 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 at least twenty-five percent (25%) in principal amount of any Outstanding 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 applied to pay the operating and administrative costs and expenses 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 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 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. No such removal shall be effective until any amounts owed to the Trustee hereunder have been paid in full.
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 the Majority Owners or, if there is a Credit Facility or Liquidity Facility with respect to any Series of Bonds, 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.
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 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 of at least twenty-five percent (25%) in principal amount of any Series of Bonds Outstanding 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, Benefit Special 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, Benefit Special Assessments, and/or any other sources as received to the Trustee in accordance with the provisions hereof.
Section 811.  Method of Collection of Assessments and Benefit Special Assessments. The District shall levy and collect Assessments and Benefit Special 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 or Benefit Special Assessment, pledged to a Series of Bonds, then such Assessment or Benefit Special 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, then upon the delinquency of any such Assessment or Benefit Special 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 or Benefit Special Assessment, to be in default and, at its own expense, cause such delinquent property to be foreclosed in the same method now or hereafter provided by law for the foreclosure of mortgages on real estate, or pursuant to the provisions of Chapters 170 and 173, Florida Statutes, and Section 190.026 of the Act, 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 or Benefit Special Assessment Lien. If any property shall be offered for sale for the nonpayment of any Assessment or Benefit Special 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 or Benefit Special 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 or Benefit Special 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 or Benefit Special 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 or Benefit Special 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 or Benefit Special Assessments. The District will not issue or incur any obligations payable from the proceeds of Assessments or Benefit Special 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 or Benefit Special 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 or Benefit Special 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 or Benefit Special Assessment is so irregular or defective that it cannot be enforced or collected, or if the District shall have omitted to make such Assessment or Benefit Special Assessment when it might have done so, the District shall either: (a) take all necessary steps to cause a new Assessment or Benefit Special Assessment to be made for the whole or any part of such improvement or against any property benefited by such improvement; or (b) in its sole discretion, make up the amount of such Assessment or Benefit Special Assessment from legally available moneys, which moneys shall be deposited into the related Series Revenue Account. In case any such subsequent Assessment or Benefit Special Assessment shall also be annulled, the District shall obtain and make other Assessments or Benefit Special Assessments until a valid Assessment or Benefit Special 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 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 or Benefit Special 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 or Benefit Special Assessments pledged to a Series of Bonds are not paid by the date such are due and payable and such default continues for sixty (60) days after the date when due.

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, the provisions for the foreclosure of liens of Delinquent Assessments, and will take such other appropriate remedial actions as shall be directed by the Trustee acting at the direction of, and on behalf of, the Majority Owners, from time to time, of the 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 and the Majority Owners 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 and the Majority Owners 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 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 Chapters 170, 190, 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, 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
the Trustee shall have received 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:
Willow Creek II Community Development District
c/o Governmental Management Services – South Florida, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351
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)	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT	
	
By:			
	Chairman/Vice Chairman	
ATTEST:		

By:				
Secretary/Assistant Secretary		
	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee	
	
By:			
	Vice President	

EXHIBIT A
FORM OF REQUISITION
The undersigned, an Authorized Officer of Willow Creek II Community Development District (the "District") hereby submits the following requisition for disbursement under and pursuant to the terms of the Master Trust Indenture between the District and U.S. Bank 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.
WILLOW CREEK II COMMUNITY DEVELOPMENT 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

RESOLUTION 2025-31

A RESOLUTION OF THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT AUTHORIZING THE DISBURSEMENT OF FUNDS FOR PAYMENT OF CERTAIN CONTINUING EXPENSES WITHOUT PRIOR APPROVAL OF THE BOARD OF SUPERVISORS; AUTHORIZING THE DISBURSEMENT OF FUNDS FOR PAYMENT OF CERTAIN NON-CONTINUING EXPENSES WITHOUT PRIOR APPROVAL OF THE BOARD OF SUPERVISORS; PROVIDING FOR A MONETARY THRESHOLD; AND PROVIDING AN EFFECTIVE DATE.
Whereas, Willow Creek II Community Development District (the “District”) is a local unit of special-purpose government created and existing pursuant to Chapter 190, Florida Statutes, being situated entirely within the City of Titusville, Florida; and

Whereas, Section 190.011(5), Florida Statutes, authorizes the District to adopt resolutions that may be necessary for the conduct of District business; and
Whereas, the District's Board of Supervisors (the “Board”) meets as necessary to conduct the business of the District, including authorizing the payment of District operating and maintenance expenses; and

Whereas, the Board may establish monthly, quarterly, or other meeting dates not on a monthly basis, or may cancel scheduled meetings from time to time; and
Whereas, to conduct the business of the District in an efficient manner, recurring, non-recurring and other disbursements for goods and services must be processed and paid in a timely manner; and
Whereas, the Board determines this Resolution is in the best interest of the District and is necessary for the efficient conduct of District business; the health, safety, and welfare of the residents within the District; and the preservation of District assets or facilities.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT:
SECTION 1. Continuing Expenses: The Board hereby authorizes the payment of invoices of continuing expenses that meet the following requirements:
The invoices must be due on or before the next scheduled meeting of the Board.
The invoice must be pursuant to a contract or agreement authorized by the Board.
The total amount paid under such contract or agreement, including the current invoice, must be equal to or less than the amount specified in the contract or agreement.
The invoice amount will not cause payments to exceed the adopted budget of the District.

SECTION 2.  Non-Continuing Expenses: The Board hereby authorizes the disbursement of funds for payment of invoices of non-continuing expenses that are: 1) required to provide for the health, safety, and welfare of the residents within the District; or 2) required to repair, control, or maintain a District facility or asset beyond the normal, usual, or customary maintenance required for such facility or assets, pursuant to the following schedule:
Non-Continuing Expenses Not Exceeding $10,000 - with approval of the District Manager;

Non-Continuing Expenses Exceeding $10,000 - with approval of the District Manager and Chairperson of the Board.
Section 3.	Any payment made pursuant to the Resolution shall be submitted to the Board at the next scheduled meeting for approval and ratification.
Section 4.	This Resolution shall become effective immediately upon its adoption.

Passed and Adopted this 14th day of January 2025.

ATTEST:	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

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

This instrument was prepared by and upon recording should be returned to:
Jennifer Kilinski, Esq. KILINSKI | VAN WYK PLLC
517 E. College Avenue Tallahassee, Florida 32301	(This space reserved for Clerk)	

INTERLOCAL AND COST SHARE AGREEMENT REGARDING SHARED IMPROVEMENT, OPERATION, AND MAINTENANCE COSTS AND PROVIDING FOR THE RECIPROCAL USE OF DISTRICT FACILITIES

THIS AGREEMENT (“Interlocal Agreement”) is made and entered into this 	 day of January 2025, by and between:

WILLOW CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit
of special purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Titusville, Brevard County, Florida (“Willow Creek”); and

WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT, a local
unit of special purpose government established pursuant to Chapter 190, Florida Statutes, located in the City of Titusville, Brevard County, Florida (“Willow Creek II” and together with Willow Creek, the “Districts” or “Parties”).

RECITALS

WHEREAS, the Districts are local units of special purpose government each located entirely within the City of Titusville, Florida (“City”); and

WHEREAS, the Districts were established for the purpose of planning, financing, constructing, operating and/or maintaining certain improvements, facilities and services in conjunction with the development of the lands located within the Districts; and

WHEREAS, the City has granted the Districts special powers under subsection 190.012(2)(a), Florida Statutes to “plan, establish, acquire, construct or reconstruct, enlarge or extend, equip, operate, and maintain additional systems and facilities for: parks and facilities for indoor and outdoor recreational, cultural, and educational uses” pursuant to City of Titusville Ordinance No. 88-2005, as amended, and Ordinance No. 47-2024, respectively; and

WHEREAS, the Districts independently own, or are anticipated to independently own, certain facilities and related improvements within each District’s respective boundary which includes, but is not limited to, recreational facilities, roadways, stormwater systems, landscaping, hardscaping, irrigation systems, hardscape and environmental conservation areas as more particularly described in Composite Exhibit A, attached hereto and incorporated herein by reference (together, the “Facilities”); and

WHEREAS, the Districts desire all residents and landowners within the Districts to have continual access and use of the Facilities; and

WHEREAS, Chapter 190 and Section 163.01, Florida Statutes, as amended (“Interlocal Cooperation Act”), permits units of local government to make the most efficient use of statutory powers by enabling governments to cooperate with each other on a basis of mutual advantage and to thereby provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities; and

WHEREAS, under the Interlocal Cooperation Act, the Districts may enter into an interlocal agreement in order to, among other things, provide for the perpetual use, operation, maintenance, repair and replacement of the Facilities, and ensure that all landowners within the Districts shall have continued use of the Facilities; and

WHEREAS, the Districts wish to enter into an agreement to jointly exercise their statutory powers in a cost effective, equitable and rational manner; and

WHEREAS, the Districts are contiguous geographically, are virtually adjacent to each other, and are interconnected through roadway infrastructure; and

WHEREAS, reciprocal usage of the Facilities will enhance the value of properties within the Districts, reduce the administrative and cost burden for each District and create more use and recreational opportunities for landowners and residents within the Districts; and

WHEREAS, the Districts hereby desire to enter into this Interlocal Agreement, which shall be filed as required by law with the clerk of the circuit court in and for Brevard County, Florida.
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 Districts, the Districts agree as follows:

SECTION 1. RECITALS AND AUTHORITY. The foregoing recitals are true and correct and by this reference are incorporated as a material part of this Interlocal Agreement. This Interlocal Agreement is entered into pursuant to the provision of Florida law, including but not limited to Chapters 163 and 190, Florida Statutes, and the Florida Constitution.
SECTION 2. RECIPROCAL USAGE RIGHTS. The Districts hereby agree that their respective landowners and residents shall have rights to Facilities, access and use on an equal basis. Any such usage of the Facilities shall be subject to the rules, regulations, and policies applicable to said Facilities. There shall be no additional charge to residents, landowners and feepayers of either District for these reciprocal usage rights. For illustration purposes only, if a resident or feepayer of Willow Creek desires to hold a party at the Willow Creek II amenity facility, such resident/feepayer would be required to pay the same fee imposed by Willow Creek II on its residents/feepayers for such use. For purposes of this Agreement, the term “feepayer” means a person or persons that pay the annual nonresident fee applicable to that District but who may not be a resident or landowner of the District(s). Neither District shall have the authority to permit, or

enter into an agreement with, another entity granting usage rights for the benefit of persons or entities who are not residents or landowners in the District’s except as provided in this Interlocal Agreement. In furtherance of the reciprocal usage rights herein granted, each District hereby agrees not to unnecessarily preclude or prohibit access over roadways or to other District Facilities in any manner that would inhibit resident or landowner access to the Facilities which are the subject of this Agreement nor would violate federal or state law, including denying access that may risk the tax-exempt status of the District’s bonds. The Districts shall mutually adopt rules, regulations and policies applicable to the use of the Facilities (“Facility Policies”) that are the same for purposes of operating and managing the Facilities. The Districts shall host a joint meeting and/or workshop, as described in Section 6, for the discussion and adoption of the Facility Policies and may host joint meetings as required and convenient from time to time.

SECTION 3. OPERATION, MAINTENANCE, REPAIR AND REPLACEMENT OF THE FACILITIES; INSURANCE.

Initial Operation of Facilities. Each District may, upon written direction to the other, be responsible for the operation and maintenance of Facilities within its own boundaries but such maintenance responsibilities shall in no event continue to be subject to Section 2 and the reciprocal use and access provisions of this Agreement. Initially, Willow Creek II shall be responsible for performing or arranging for the performance of the maintenance, operation, upkeep, repair and replacement of the Facilities as necessary. Willow Creek II shall use its discretion in determining which contracts for the maintenance, operation, upkeep, repair and replacement of the Facilities shall include insurance and indemnification protections to the benefit of the District’s. Such contracts will ensure that Willow Creek will receive the same insurance and indemnity protections as Willow Creek II.

Provision of Staffing Services. Willow Creek II hereby agrees to provide staffing services to Willow Creek for the Facilities set forth in Composite Exhibit A. In order to fulfill this obligation, it is anticipated that Willow Creek II will provide consultants, contractors and/or employees to perform services in connection with the Facilities (“Improvements Staff”). In exchange for receiving such services, Willow Creek hereby authorizes Willow Creek II to direct such Improvements Staff and to make decisions relating to day-to-day management and operation of Willow Creek’s portion of the Facilities. Each District grants the other the right to enter lands owned by the other to fulfill all rights and responsibilities in this Agreement. The staffing schedules may be adjusted each year, and the amounts and schedule shall be approved by the Districts upon incorporation and approval of the same in the Districts’ respective adopted annual operation and maintenance budgets. Nothing will prevent one District from requesting a higher level of care than the other provided that each shall meet minimum regulatory, permit and bond covenant maintenance standards. The Districts will coordinate to provide the Improvements Staff with such supplies and support as may be reasonably necessary for such staff to render services in accordance with this Agreement. All services required to be rendered by the Improvements Staff hereunder shall be rendered subject to the consent, control and direction of Willow Creek II through the offices of the Willow Creek II District Manager, or the District Manager’s designee. However, in addition to the Joint Meeting provisions in this Agreement, Willow Creek II agrees to meet with the Willow Creek designee to discuss matters related to management and operation of the Facilities

on an at least annual basis or upon request and agrees to promptly address reasonable concerns raised by Willow Creek in connection with the same and promptly respond to request for records.

SECTION 4. COST SHARING.
Sharing of Costs and Methodology. The Districts agree that in recognition of the reciprocal usage rights mutually granted herein, certain costs associated with the maintenance, operation, upkeep, repair and replacement of reciprocally used Facilities should be shared (“Shared Costs”). The Facilities subject to such Shared Costs are those identified in Composite Exhibit A including but not limited to the amenity center, passive amenities, roadways, stormwater facilities and environmental conservation improvements. If Willow Creek, pursuant to Section 3, exercises its option to self-manage the Facilities within its boundaries, the costs associated therewith shall remain Shared Costs. No later than June 1 of each year, each District shall provide to the other its proposed budget for the upcoming fiscal year to begin on October 1, which shall specifically identify the proposed Shared Costs for that upcoming fiscal year. The Districts shall cooperate in the sharing of information, contracts, consultant information or other backup to support the proposed Shared Costs listed in each budget. The Districts’ Shared Costs shall be aggregated, and each District shall pay a percentage of the Shared Costs. Each District’s percentage of the Shared Costs shall be determined as follows: The total platted lots (or units for lands not platted, such as multi-family units) within Willow Creek and Willow Creek II as of May 1 shall be determined by reference to the official records of Brevard County, Florida. Each District shall budget and pay its percentage of the Shared Costs equal to its percentage of platted lots or units as compared to the total platted lots or units within both Districts as of May 1 of that year (“Cost Sharing Formula”). By way of example, if as of May 1, 2025, there have been 1355 lots platted or units for all the lands within Willow Creek and Willow Creek II, with 324 lots platted or units for Willow Creek, then Willow Creek would budget and pay for 23.91% of the Shared Costs, and Willow Creek II would budget and pay for 76.09% of the Shared Costs for the fiscal year commencing October 1, 2025. Shared Costs shall be paid by January 1 of the applicable fiscal year.

Annual True-Up. On January 1 of each year, the Districts shall perform a true-up to compare projected Shared Costs and Shared Costs actually incurred for the prior fiscal year (“True Up”). If, upon completion of the fiscal year, there remains a surplus or deficit of funds paid toward the Shared Costs, such surplus or deficit shall be applied to the next fiscal year’s Shared Costs; any such surplus or deficit being limited to only those costs incurred during the prior fiscal year. For example, the True Up process undertaken on January 1, 2026 will be limited to consideration of Shared Costs incurred during the fiscal year that began on October 1, 2024 and ended on September 30, 2025 and no other. (By way of example, if there is $10,000 of Shared Costs that did not accrue under the example provided in Section 4(a), such funds would be subject to a True Up on January 1, 2026 and applied to the budget year beginning October 1, 2026 under the Cost Sharing Formula by which they originally paid. Accordingly, Willow Creek would receive a credit of $2,391 and Willow Creek II would receive a credit of $7,609 assuming the lot count example provided in Section 4.a. Likewise, if additional Shared Costs were incurred that were not noticed on June 1 of the prior year, such deficits would be paid by each District under the Cost Sharing Formula by which they originally paid. All such surpluses and deficits shall additionally be reported by each District when the projected Shared Costs for the upcoming fiscal year are exchanged on June 1, 2026). However, to the extent the Shared Costs are unknown for reasons

outside the District’s control (i.e. FEMA funding or reimbursement or pending insurance claims), then the District’s will, for those line items, cooperate in good faith on a future True Up to account for unquantifiable expenses as of the January 1 True Up date. The Districts specifically agree and acknowledge that such True Up payments and credits are limited solely to Shared Costs incurred or paid during the prior fiscal year except as articulated specifically herein. Any amounts not provided to the other party in the Shared Costs for the prior fiscal year shall be deemed waived. There shall be no look backs permitted under this Agreement without mutual agreement by the Districts.

Unbudgeted Expenses. It is contemplated by the Districts that unusual, unbudgeted maintenance or repair events (e.g. extreme weather or bug infestation, etc.) may occur. In such events, the applicable District as provided in this Agreement will perform the extraordinary maintenance or repair of the Facilities and then provide the other with an invoice for the extraordinary maintenance or repair costs in accordance with the Cost Sharing Formula set forth in Section 4(a) above no later than the dates provided in Section 4(b).

Inspection of Records; Payment Disputes. Upon request, each District shall make available to the other for review at a reasonable time and place, its books and records with respect to expenses associated with the operation, maintenance, repair and replacement of the Facilities. In the event of a dispute between the Districts relating to the reimbursement of these expenses, the District disputing said amounts shall pay the amount requested by the other within the time frames set forth herein. Said disputing District shall give written notice accompanying the payment stating it disputes the amount of the payment. Payment in this manner shall not waive the right of the applicable District to dispute the correct amount of such required payment.

SECTION 5. LIMITATION ON RECIPROCAL USAGE RIGHTS.	Without the
written consent of the other, Willow Creek nor Willow Creek II shall have the authority to permit, or enter into an agreement with, another entity expanding these reciprocal usage rights for the benefit of persons or entities who are not landowners, residents or feepayers (as such is defined in Section 2) of the Districts.

SECTION 6. JOINT MEETING/WORKSHOP. Either District may request a joint public meeting of each District’s Boards of Supervisors (“Joint Meeting”). If a Joint Meeting is requested, the meeting shall be held with expediency. The Joint Meeting shall be noticed in the same manner as a regular board of supervisors meeting or workshop, to the extent decisions will not be made, and such notice will be published by the requesting District in coordination with the other District’s staff. The purpose of this Joint Meeting shall be to evaluate any Facility Policies, areas of dissatisfaction based on staff experience and resident input, or other matters relating to the reciprocal use of the Facilities. Capacity, hours of operation, amenity rules and regulations, and other issues related to reciprocal usage may be considered at such meetings. The Districts agree to engage in good faith to work towards the resolution of any such reciprocal usage matters or areas of dispute.

SECTION 7. DEFAULT; CONFLICT RESOLUTION.

Default; Cure. A default by either of the Districts under this Agreement shall entitle the other District to all remedies available at law or in equity, which may include, but not be limited to, damages, injunctive relief and specific performance. Each of the Parties hereto shall give the other party written notice of any defaults hereunder and shall allow the defaulting party not less than fourteen (14) days from the date of receipt of such notice to cure monetary defaults and not less than thirty (30) days to cure other defaults.

Mediation. In the event the Districts are unable to resolve any issues which are the subject of a Joint Meeting, the Districts, upon mutual agreement, shall submit their dispute to mediation. The Districts agree to cooperate in the selection of a mediator and agree to share equally in mediation expenses. However, each of the Districts shall be responsible for the fees of its counsel. Mediation, if necessary, will be held, to the extent practical and possible, within sixty (60) days of the conclusion of the Joint Meeting.

SECTION 8. IMMUNITY. Nothing in this Interlocal shall be deemed as a waiver of immunity or limits of liability of either District, including their supervisors, officers, staff, agents and employees and independent contractors, beyond any statutory limited waiver of immunity or limits of liability which may have been adopted by the Florida Legislature in Section 768.28, Florida Statutes, or other statute, and nothing in this Agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

SECTION 9. MUTUAL TERMINATION. The Districts shall have the option of mutual termination of this Agreement only by entering into a written Termination Agreement which shall be filed with the Clerk of the Circuit Court of Brevard County, Florida. Recognizing that this Interlocal Agreement fulfills development order requirements of each of the District’s public infrastructure delivery, ensures compliance with permitting conditions and state and federal law and may be disclosed to the bond holders of either District, in no event shall the effective date of termination set by such a Termination Agreement be sooner than the final repayment of any bonds issued by either District to fund any portion of each District’s recreational facilities.

SECTION 10.  NO VIOLATION OF DISTRICT BOND COVENANTS; NO
IMPACT ON PUBLIC FACILITY STATUS. Nothing contained within this Agreement shall operate to violate any of the District’s individual or collective bond covenants. Nothing herein shall be construed to affect the status of either District’s Facilities as “public” facilities under the terms and conditions established by the Districts. Nothing herein shall give either District the right or ability to amend or revise any operating policy, rule or procedure governing the other District’s recreational facilities without coordination and action by the other District nor adopt a rule, policy or procedure that would threaten the tax-exempt status of either District’s bonds.

SECTION 11. CONTROLLING LAW; VENUE. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. The Districts’ chosen venue shall be Brevard County, Florida.

SECTION 12. SEVERABILITY. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision

shall be construed or deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect.

SECTION 13. AMENDMENT. This Agreement shall not be modified or amended except by written agreement of the Districts, which amendment shall be approved by each Districts’ Board of Supervisors, duly executed by an authorized representative of the Parties hereto and filed with the Clerk of the Circuit Court of Brevard County, Florida, subject to the provisions herein, including Section 9.

SECTION 14. NOTICE. Each of the Districts shall furnish to the other such notice (“Notice(s)”), as may be required from time to time, pursuant to this Interlocal Agreement, in writing, posted in the U.S. mail or by hand delivery, or by overnight delivery service and addressed as follows:

If to Willow Creek I:	Willow Creek Community Development District
c/o Governmental Management Services – SF, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel

If to Willow Creek II:	Willow Creek II Community Development District
c/o Governmental Management Services – SF, LLC 5385 N. Nob Hill Road
Sunrise, Florida 33351 Attn: District Manager

With a copy to:	Kilinski | Van Wyk PLLC 517 E. College Avenue Tallahassee, Florida 32301 Attn: District Counsel
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. 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.

SECTION 15. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several counterparts, each which shall be an original and all of which shall constitute but one and the same instrument.

SECTION 16. INTERPRETATION. This Agreement has been fully negotiated between the Parties as an arm’s length transaction and each had the ability to hire the same or individual counsel in representation of drafting of this Agreement. Both Districts fully participated in the preparation of this Agreement. In the case of a dispute concerning the interpretation of any provisions of this Agreement, both Districts are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against either District.

SECTION 17. PREVAILING PARTY AND JURY TRIAL. In the event that either District 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 and costs for trial, alternative dispute resolution, or appellate proceedings. Further, the Districts hereby knowingly, irrevocably, voluntarily and intentionally waive any rights to a trial by jury in respect to any action, proceeding or counter claim based on this Agreement or arising out of, under or in connection with this Agreement or any document or instrument executed in connection with this Agreement, or any course of conduct, course of deal, statements (whether verbal or written) or action of any party hereto. This provision is a material inducement for the Districts entering into the subject Agreement.

SECTION 18. FORCE MAJEURE. Each party hereto shall give the other notice promptly of the nature and extent of any event of force majeure claimed to delay or prevent performance under this Agreement, including but not limited to Shared Costs.

SECTION 19. EFFECTIVE DATE. This Agreement and the rights conferred herein shall become effective after execution by each District and upon filing with the Clerk of the Circuit Court of Brevard County, Florida, in accordance with the requirements of section 163.01(11), Florida Statutes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Interlocal Agreement as of the 	 day of 	, 2025.

Witness:

Print Name Witness:

Print Name	WILLOW CREEK COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

Attest: 	
Secretary	

Witness:

Print Name Witness:

Print Name	WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

Chairperson, Board of Supervisors

Attest: 	
Secretary	

Composite Exhibit A:	Facilities

Composite Exhibit A:
Facilities

Roadways to the extent required by City/offsite enhancements	
Stormwater Management/pond maintenance, including
capital expense and maintenance	
Water/Sewer/Reuse Utilities to the extent required and
owned by either CDD	
Undergrounding of Conduit	
Hardscape, Landscape, Irrigation, including capital expenses,
repair/replacement and maintenance	
Environmental Conservation/Mitigation	
Recreational Amenities, including any amenities added,
repaired, replaced, enhanced in either District and operation and maintenance thereof	

This instrument was prepared by and upon recording should be returned to:
Jennifer Kilinski, Esq. KILINSKI | VAN WYK PLLC
517 E. College Avenue Tallahassee, Florida 32301	(This space reserved for Clerk)	

QUIT CLAIM DEED

THIS QUIT CLAIM DEED is made as of the    day of January 2025, by WILLOW CREEK COMMUNITY DEVELOPMENT DISTRICT, a local unit of special-purpose government organized under Chapter 190, Florida Statutes (“Grantor”), whose mailing address is c/o Governmental Management Services – South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351, and WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT, a
local unit of special-purpose government organized under Chapter 190, Florida Statutes, whose address is c/o Governmental Management Services – South Florida, LLC, 5385 N. Nob Hill Road, Sunrise, Florida 33351 (“Grantee”).

(Wherever used herein, the terms “Grantor” and “Grantee” include all of the parties to this instrument, the heirs, legal representatives and assigns of individuals, and the successors and assigns of trustees, partnerships, limited liability companies, governmental entities, and corporations.)
QUIT-CLAIM GRANT OF TITLE
That Grantor, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby remise, release and quit-claim unto the Grantee forever, all the right, title, interest, claim and demand which the Grantor has in and to those certain parcels of land, situate, lying and being in Brevard County, Florida, and more particularly described below (“Property”):

Tract REC-1 (community open space/recreational area) as identified on the plat titled, VERONA – VILLAGE D, recorded in Plat Book 71, Page 18, et seq., of the Official Records of Brevard County, Florida

Parcel ID: 23-35-10-YI-*-REC.1

TOGETHER with all the tenements, hereditaments, appurtenances, facilities, and improvements thereto belonging or in anywise appertaining.

TO HAVE AND TO HOLD the same in fee simple forever, subject to all easements, restrictions, reservations, conditions, covenants, limitations and agreements of record. This reference to such matters of record shall not operate to re-impose the same.

[Signature Page to Follow]

IN WITNESS WHEREOF, Grantor has caused these presents to be executed in manner and form sufficient to bind it as of the day and year first above written.

WITNESSES

By: 	
Name: 	

Address: 9102 Southpark Center Loop, Suite 100, Orlando, Florida 32819	WILLOW CREEK COMMUNITY DEVELOPMENT DISTRICT

By: 	
Stephen McConn, Chairman
Address: 5385 N. Nob Hill Road Sunrise, Florida 33351	
By: 	
Name: 	
Address: 9102 Southpark Center Loop, Suite 100, Orlando, Florida 32819		
STATE OF 	
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization this    day of January 2025, by Stephen McConn, as Chairman of the Board of Supervisors of the Willow Creek Community District.

Signature of Notary Public
(SEAL)

Name of Notary Public (Typed, Printed or Stamped)

Personally Known 	 OR Produced Identification 	
Type of Identification Produced: 	

Note to Examiner: This instrument evidences a conveyance of an interest in unencumbered real estate as a gift and is exempt from Florida documentary stamp tax pursuant to Rule 12B-4.014(2){a}, Florida Administrative Code.

ACCEPTANCE BY GRANTEE

By execution of this Deed, Grantee does hereby accept this conveyance, subject to the foregoing covenants, conditions, and restrictions, and agrees that it and the Property are subject to all matters hereinabove set forth. Grantee further agrees to comply with all terms, covenants, conditions, and restrictions provided in this Deed.

Dated this 	 day of January 2025.

Signed, sealed and delivered in the presence of:
Witnesses:

Name: 	
Address: 9102 Southpark Center Loop Suite 100, Orlando, Florida 32819

Name: 		WILLOW CREEK II COMMUNITY DEVELOPMENT DISTRICT

By:		
Chair/Vice Chair, Board of Supervisors
Address: 5385 N. Nob Hill Road Sunrise, Florida 33351	
Address: 9102 Southpark Center Loop
Suite 100, Orlando, Florida 32819		

STATE OF FLORIDA
COUNTY OF 	

The foregoing instrument was acknowledged before me by means of ▢ physical presence or ▢ online notarization this    day of January 2025, by 	, as Chair/Vice Chairperson of the Board of Supervisors of the Willow Creek II Community Development District.

(Official Notary Signature)
Name: 	
Personally Known 	
[notary seal]	OR Produced Identification 	
Type of Identification 	

Personally Known 	 OR Produced Identification 	
Type of Identification Produced: 	

Willow Creek II
Community Development District

BILL TO:	KB Homes - Orlando	January 14, 2025	
	9102 Southpark Center Loop	Funding Request #1	
	Suite 100		
	Orlando, FL 32819		
	PAYEE	GENERAL FUND	

1	
Egis Insurance
FY2025 Insurance	

$	5,000.00	
2	Gannett Florida LocaliQ
Inv# 6885359 - Notice of Organizational & Landowners Meeting	

$	654.96	
3	Operating Funds	$	5,000.00	
	TOTAL	$	10,654.96	

Please make check payable to:		

Willow Creek II Community Development District
5385 N Nob Hill Road Sunrise, FL 33351